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Minute of the Board of Directors Meeting

COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV
CNPJ [National Register of Legal Entities] No. 02.808.708/0001-07
NIRE [Corporate Registration Identification Number] 35.300.157.770

Minutes of the Meeting of the Board of Directors of Companhia de Bebidas das Américas - Ambev (the “Company”), held on July 18, 2011, drawn up in summary form.


1. Date, time and venue: On July 18, 2011, starting at 5:00 p.m., at the Company’s headquarters, located in the City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1017, 4th floor.

2. Attendance: Messrs. Victório Carlos De Marchi and Carlos Alves de Brito, co-Chairmen, and Messrs. Marcel Herrmann Telles, Roberto Moses Thompson Motta, Vicente Falconi Campos, Roberto Herbster Gusmão, José Heitor Attilio Gracioso, Luis Felipe Pedreira Dutra Leite, Luiz Fernando Ziegler de Saint Edmond and Paulo Alberto Lemann.

3. Board: Chairman: Victório Carlos De Marchi; Secretary: Pedro de Abreu Mariani.

4. Resolutions: It was unanimously and unrestrictedly resolved by the Directors who attended the meeting:

4.1. Ratification of the Capital Increase. After verification of the subscription and payment, by the shareholders of the Company, of 7,246,641 newly issued ordinary shares and 5,654,356 newly issued preferred shares, issued pursuant to the General Shareholders’ Meeting held on April 29, 2011, ratify an increase in the capital stock of the Company in the amount of R$528,505,188.20. As a result of such resolution, the capital stock of the Company is now of R$8,299,059,143.34, divided into 3,117,710,424 shares, being 1,751,135,331 common shares and 1,366,575,093 preferred shares and allocate the amount of R$277,149.36 as capital reserve, in the “Goodwill Reserve on Subscribed Shares” account. The newly issued shares shall participate in equal conditions to other shares in all benefits and advantages that may be declared as from the date hereof.

5. Closure: With no further matters to be discussed, the present Minutes were drawn up and, after being read and approved by all of the members of the Company’s Board of Directors who attended the meeting, were duly executed.

São Paulo, July 18, 2011.

/s/ Victório Carlos De Marchi /s/ Carlos Alves de Brito
/s/ Marcel Herrmann Telles /s/ Roberto Moses Thompson Motta
/s/ Vicente Falconi Campos /s/ Roberto Herbster Gusmão
/s/ José Heitor Attilio Gracioso /s/ Luis Felipe Pedreira Dutra Leite
/s/ Luiz Fernando Ziegler de Saint Edmond /s/ Paulo Alberto Lemann
/s/ Pedro de Abreu Mariani
Secretary

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