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Call Notice - ORDINARY AND EXTRAORDINARY GENERAL MEETINGS on April 29, 2011

COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV
CNPJ [National Taxpayer’s Registry] No. 02.808.708/0001-07
NIRE [Corporate Registration Identification Number] 35.300.157.770

A Publicly-Held Company

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
CALL NOTICE

The shareholders of COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV (“Company”) are invited to attend a meeting to be held on April 29, 2011, at 2 p.m., at the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4° andar (parte), conjuntos 41 e 42, Itaim Bibi, in the City and State of São Paulo, for the Ordinary and Extraordinary General Meetings, to resolve on the following AGENDA:

(a) ORDINARY GENERAL MEETING

(i) Analysis of the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2010;
(ii) Allocation of the net profits for the Fiscal Year and Ratification of the distribution of interest on own capital and dividends approved by the Board of Directors at meetings held on March 1, 2010, September 27, 2010, October 26 and 27, 2010, and February 28, 2011;
(iii) Election of the members of the Company’s Board of Directors as well as members of the Company’s Fiscal Council and their respective alternates for the Fiscal Year 2011; and
(iv) Ratification of the amounts paid out as overall remuneration allocated to the Management of the Company for Fiscal Year 2010 and establishing the overall remuneration of the Management and members of the Fiscal Council for Fiscal Year 2011.

(b) EXTRAORDINARY GENERAL MEETING

(i) In view of the partial capitalization of the tax benefit earned by the Company with the partial amortization of the Special Premium Reserve - IN 319/99 for the 2010 Fiscal Year, pursuant to the Article 7 of CVM Normative Ruling No. 319/99, resolve on a capital increase in the amount of R$ 528,505,188.20, upon issuance of 7,246,641 common shares and 5,654,356 preferred shares, at the issuance price of R$37.85 and R$ 44.96 per share, respectively, which correspond to the closing prices at the São Paulo Stock Exchange (BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros) on January 29, 2011, when the abovementioned tax benefit was earned, wheres, of the shares to be issued: a) 5,364,055 common shares and 2,553,036 preferred shares shall be fully subscribed and paid in by Interbrew International B.V. and AmBrew S/A, both subsidiaries of Anheuser-Busch InBev N.V./S.A., controller of the Company, upon the capitalization of 70% of the abovementioned tax benefit, in the amount of R$ 317,813,965.40; b) up to 1,882,586 common shares and up to 3,101,320 preferred shares, derive from the preemptive rights of the remaining shareholders in this increase, in a proportion of 0.41567139% of their respective stakes in the Company held on the date of the Extraordinary General Meeting, compliant with types, at the same price as mentioned above, for payment in cash on subscription thereto, pursuant to the Management Proposal;

(ii) Resolve on a new capital increase of the Company in the amount of R$136,205,985.17, corresponding to the capitalization of 30% of the tax benefit earned by the Company with the partial amortization of the special premium reserve in the fiscal year of 2010, pursuant to article 7 of the CVM Ruling N. 319/99, without the issuance of new shares;

(iii) Inclusion, as the Company’s purpose, of the activity of manufacturing “foods and drinks in general, including ready-to-drink liquid compounds, flavored liquid preparations, powdered or tubbed guaraná”, in accordance with the Management Proposal; and,

(iv) By virtue of the resolutions mentioned in items (i), (ii) and (iii) above and the capital increase approved by the Company’s Board of Directors at a meeting held on March 28, 2011, to amend articles 3 and 5 of the By-Laws and to restate them.

General Information:

- Pursuant to the terms of article 1 of CVM Normative Ruling No. 165/91, as amended, the minimum voting equity stake necessary for the request for multiple vote is of 5% (five percent).
- The Company informs its shareholders that on March 3, 2011 the following documents were published on the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”: (i) annual management report; (ii) financial statements regarding the fiscal year ended on December 31, 2010; (iii) independent accountant’s opinion; and (iv) Fiscal Council’s opinion.
- The documents and information referred to above and those listed in CVM Normative Ruling No. 481/09 were presented to the Comissão de Valores Mobiliários by means of its Periodic Information System (IPE), in accordance with Article 6 of such Normative Ruling, and are available to the shareholders at the Company’s headquarters, on its Investor Relations website (www.ambev-ir.com), and on the websites of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) and of the Comissão de Valores Mobiliários (www.cvm.gov.br).
- The shareholder or its legal agent must present valid identification in order to vote at the meeting.
- Proxies containing special powers for representation in the general meeting should be deposited at the Company’s headquarters (att.: Legal Department), at least 3 (three) business days prior to the date scheduled for the meetings.
- Shareholders taking part in the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros Registered Stocks Fungible Custody that plan on attending this meeting shall submit a statement containing their respective stock ownership, issued by qualified entity, within 48 hours prior to the meetings.

São Paulo, March 28, 2011.
Victório Carlos De Marchi
Co-Chairman of the Board of Directors


Contact IR

Phone:
+(55 11) 2122-1414 / 2122-1415
Email:
ri@Ambev.com.br

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