Companhia de Bebidas das Americas-AmBev : Minute of the Board of Directors Meeting

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

Minutes of the Meeting of the Board of Directors of Companhia de Bebidas das Américas - Ambev ("Company") held on March 22, 2012, drawn up in summary form.

1. Date, time and venue: On March 22, 2012, starting at 10:00 a.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, 4º andar.

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, 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. Capital Increase - Stock Option Program (2011 Bonus). In view of the exercise, by certain Beneficiaries, of the stock options granted pursuant to the Company's First Stock Option Program for 2012 ("2012.1 Program"), approved at the Board of Directors' Meeting held on March 6, 2012, approve and ratify, within the Company's limit of authorized capital, in accordance with article 9 of its By-laws, as well as article 168 of Law n. 6,404/76, as amended, a capital in crease in the total amount of R$17,471,442.26, upon issuance of 329,876 new preferred shares, at the issuance price of R$ 52.964 per share, without preemptive rights, pursuant to paragraph 3 of article 171 of Law n. 6,404/76 and the rules established under the Stock Option Plan currently in force. Thus, the Company's capital stock shall increase from R$ 8,303,936,160.63 to R$ 8,321,407,602.89, divided into 3,118,127,561 shares, of which 1,751,135,331 are common shares and 1,366,992,230 are preferred shares, without par value. The newly issued shares deriving from the capital increase shall grant its holders the same rights and benefits as the current shares, to be declared as from the present date

4.2. Remuneration of Management and members of the Fiscal Council - 2011. Ratify the amounts paid out as overall remuneration allocated to the Management of the Company for Fiscal Year 2011:

2011

Fixed Compensation						Variable Compensation
Body	No. Of members	Feess	Direct and indirect benefits	Compensation for sitting on Committees	Other	Bonus	Profit Sharing	Compensation for attending meetings	Commissions	Other	Post-Employment Benefits	Termination Benefits	Share-based compensations	Total
Board of Directors	10.0	3,476,108	-	-	1,613,805	-	2,856,186	-	-	-	-	-	5,690,745	13,636,843
Fiscal Council	6.0	1,261,378	-	-	252,276	-	-	-	-	-	-	-	-	1,513,654
Executive Management	9.3	7,419,507	211,496	-	1,819,137	-	6,549,909	-	-	-	-	-	26,473,268	42,473,318
Total	25.3	12,156,993	211,496	-	3,865,217	-	9,406,095	-	-	-	-	-	32,164,013	57,623,815

4.3. Remuneration of Management and members of the Fiscal Council - 2012. Approve the proposal for the next Company's Ordinary General Meeting of the maximum limit for the overall remuneration of the Company's management and members of the Fiscal Council for the 2012 Fiscal Year, to wit:

Fixed Compensation						Variable Compensation
Body	No. Of members	Feess	Direct and indirect benefits	Compensation for sitting on Committees	Other	Bonus	Profit Sharing	Compensation for attending meetings	Commissions	Other	Post-Employment Benefits	Termination Benefits	Share-based compensations	Total
Board of Directors	10	3,997,524	-	-	2,060,505	-	3,150,243	-	-	-	-	1,305,000	7,516,133	18,029,404
Fiscal Council	6	1,450,585	-	-	290,117	-	-	-	-	-	-	-	-	1,740,702
Executive Management	103	11,032,433	400,496	-	2,606,487	-	12,153,591	-	-	-	-	-	30,979,093	57,171,604
Total	26	16,480,542	400,000	-	4,957,105	-	15,303,834	-	-	-	-	1,305,000	38,495,226	76,941,710

4.4. Allocation of Net Profits - FY 2011. Approve the proposal for the next Company's Ordinary General Meeting of the following net profit allocation for the fiscal year ended on December 31, 2010:

ALLOCATION OF NET PROFITS - FY 2011 (R$)
Net profits for the Fiscal Year	8,640,976,320.21
Accumulated losses	Not applicable
Legal reserve	Not applicable
Tax incentives reserve (ICMS and Income Tax	(369,587,511.15)
Dividends	(1,967,271,492.87)
Interest on own capital	-
Prescribed Dividends	10,381,681.98
Additional Dividends	(697,864,390.03)
Investments reserve	5,616,634,608.14

4.5. Amendment to the By-laws. NPursuant to the Management Proposal to be disclosed at the present date, approve the proposal for the next Extraordinary General Meeting of the proposed amendments to the Company's By-laws, as set forth in Exhibit 1 hereto.

4.6. Convene the ordinary and extraordinary general meetings of the Company. To convene the Company's ordinary and extraordinary general meetings, to be held on April 27, 2012, starting at 2:00 p.m., to resolve on the agenda set forth in the draft of the Call Notice attached hereto as Exhibit II, approved herein by the Board of Directors.

4.7. Eleição de Novo Membro do Conselho de Administração. In view of the withdrawal of the member of this Board of Directors, Mr. Roberto Herbster Gusmão, pursuant to the correspondence dated December 21, 2011 and, in accordance with Article 23 of the Company's By-laws, approve the election of Mr. Álvaro Antonio Cardoso de Souza, Portuguese, married, economist, bearer of RNE n. W401505-E (SE/DPMAF/DPF) and enrolled before the CPF/MF under n. 249,630,118-91, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Salvador Cardoso, 122, apt. 231, Itaim Bibi, CEP 04533-050, for the position of member of the Company's Board of Directors, in replacement of Mr. Roberto Herbster Gusmão, to complete his term of office until the Annual Meeting that shall resolve on the financial statements of the fiscal year ending on December 31, 2013.

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 this meeting, were duly executed.

Certifico que o presente extrato é cópia fiel da deliberação constante da ata lavrada em livro próprio.

São Paulo, March 22, 2012

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

EXHIBIT I

Current Text

Proposed Text

Article 3 º - The following shall constitute the purpose of the Company, carried on directly or through holding an equity interest in other companies: a) the production and trading of beer, concentrates, soft drinks and other beverages, as well as foods and drinks in general, including ready-to-drink liquid compounds, flavored liquid preparations, powdered or tubbed guaraná; b) the production and trading of raw materials required for the industrialization of beverages and byproducts, such as malt, barley, ice, carbonic gas, as well as apparatus, machinery, equipment, and anything else that may be necessary or useful for the activities listed in item (a) above; c) the production, certification and commerce of seeds and grains, as well as the commerce of fertilizers and fungicides and other related activities, as necessary or useful to the development of the main activities of the Company as stated in these By-laws; d) the packaging and wrapping of any of the products belonging to it or to third parties; e) the agricultural cultivation and promotion activities in the field of cereals and fruits which are the raw material used by the Company in its industrial activities, as well as in other sectors that require a more dynamic approach in the exploration of the virtues of the Brazilian soil, mainly in the food and health segments; f) the operation on the following areas: research, prospecting, extraction, processing, industrialization, commercialization and distribution of mineral water, in all national territory; g) the beneficiation, expurgation and other phytosanitary services, and industrialization of products resulting from the activities listed in item (d) above, either for meeting the purposes of its industry or for trading of its byproducts; h) the advertising of products belonging to it and to third parties, and the trading of promotional and advertising materials; i) the rendering of technical, market and administrative assistance services and other services directly or indirectly related to the core activities of the Company; j) the importation of anything necessary for its industry and trade; k) the exportation of its products; l) the direct or indirect exploration of bars, restaurants, luncheonettes and similar places; and m) the sale and/or distribution of its products and the products of its controlled companies, either directly or through third parties, utilization of the means of transport required for distribution of its products, byproducts and accessories, and adoption of any system or instruction that, at the discretion of the Board of Directors, may lead to the envisaged purposes.

Article 3 - he following shall constitute the purpose of the Company, carried on directly or through holding an equity interest in other companies: a) the production and trading of beer, concentrates, soft drinks and other beverages, as well as foods and drinks in general, including ready-to-drink liquid compounds, flavored liquid preparations, powdered or tubbed guaraná; b) the production and trading of raw materials required for the industrialization of beverages and byproducts, such as malt, barley, ice, carbonic gas, as well as apparatus, machinery, equipment, and anything else that may be necessary or useful for the activities listed in item (a) above, including the manufacturing and sale of packages for beverages, as well as the manufacturing, sale and industrial use of raw material necessary for the manufacturing of such packages; c) the production, certification and commerce of seeds and grains, as well as the commerce of fertilizers and fungicides and other related activities, as necessary or useful to the development of the main activities of the Company as stated in these By-laws; d) the packaging and wrapping of any of the products belonging to it or to third parties; e) the agricultural cultivation and promotion activities in the field of cereals and fruits which are the raw material used by the Company in its industrial activities, as well as in other sectors that require a more dynamic approach in the exploration of the virtues of the Brazilian soil, mainly in the food and health segments; f) the operation on the following areas: research, prospecting, extraction, processing, industrialization, commercialization and distribution of mineral water, in all national territory; g) the beneficiation, expurgation and other phytosanitary services, and industrialization of products resulting from the activities listed in item (d) above, either for meeting the purposes of its industry or for trading of its byproducts; h) the advertising of products belonging to it and to third parties, and the trading of promotional and advertising materials; i) the rendering of technical, market and administrative assistance services and other services directly or indirectly related to the core activities of the Company; j) the importation of anything necessary for its industry and trade; k) the exportation of its products; l) the direct or indirect exploration of bars, restaurants, luncheonettes and similar places; and m) the sale and/or distribution of its products and the products of its controlled companies, either directly or through third parties, utilization of the means of transport required for distribution of its products, byproducts and accessories, and adoption of any system or instruction that, at the discretion of the Board of Directors, may lead to the envisaged purposes.

Current Text	Proposed Text
Article 5 - The capital stock is of R$7,770,553,955.14, divided into 3,104,809,427 shares, of which 1,743,888,690 are common shares and 1,360,920,737 are preferred shares, without par value.	Article 5 - The capital is of R$11,722,667,412.08, divided into 3,118,127,561 shares, of which 1,751,135,331 are common shares and 1,366,992,230 are preferred shares, without par value.

Current Text	Proposed Text
Article 19 - The Board of Directors shall be composed of three (3) to fifteen (15) sitting members, all shareholders, with two (2) to fifteen (15) alternates, bound or not to a specific sitting Board Member, who shall be elected by the General Meeting and be dismissed thereby at any time, with a term of office of three (3) years, reelection being permitted.	Article 19 - The Board of Directors shall be composed of three (3) to fifteen (15) sitting members, with two (2) to fifteen (15) alternates, bound or not to a specific sitting Board Member, who shall be elected by the General Meeting and be dismissed thereby at any time, with a term of office of three (3) years, reelection being permitted.

EXHIBIT II COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV CNPJ [National Taxpayer's Registry] No. 02.808.708/0001-07
NIRE [Corporate Registration Identification Number] 35.300.157.770A 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 27, 2012, at 2 p.m., at the Company's headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4º 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, 2011;
(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 June 27, 2011, September 19, 2011 and February 17, 2012;
(iii) Election of the members of the Company's Fiscal Council and their respective alternates; and
(iv) Ratification of the amounts paid out as overall remuneration allocated to the Management of the Company for Fiscal Year 2011 and establishing the overall remuneration of the Management and members of the Fiscal Council for Fiscal Year 2012.

(b) EXTRAORDINARY GENERAL MEETING

(i) With the purpose of carrying out 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 2011 Fiscal Year, pursuant to the Article 7 of CVM Ruling N. 319/99, a capital increase in the minimum amount of R$ 258,917,804.06, upon issuance of 3,157,419 common shares and 1,506,131 preferred shares and the maximum amount of R$432,285,051.62, upon issuance of up to 4,264,064 common shares and up to 3,328,579 preferred shares, at the issuance price of R$51.56 and R$ 63.82 per share, respectively, which correspond to the average prices at the São Paulo Stock Exchange (BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros) on January 31, 2012, when the abovementioned tax benefit was earned. Of the shares to be issued: a) 3,157,419 common shares and 1,506,131 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$ 258,917,804.06; b) up to 1,106,645 common shares and up to 1,822,448 preferred shares, upon the exercise of their preemptive rights by the remaining shareholders in this capital increase, in a proportion of 0.243573773% of their respective stakes in the Company held on the date of the Extraordinary General Meeting, compliant with each type, at the same price as mentioned above, for payment in cash on subscription thereto, pursuant to the Management Proposal;
(ii) new capital increase in the amount of R$110,964,809.19, corresponding to the capitalization of 30% of the tax benefit earned with the partial amortization of the special premium reserve in the fiscal year of 2011, pursuant to article 7 of the CVM Ruling N. 319/99, without the issuance of new shares;
(iii) a third capital increase in the amount of R$ 3,290,295,000.00, through the partial capitalization of the Company's Investments Reserve account, without the issuance of new shares;
(iv) specify the Company's purpose, through the inclusion of the activity of "manufacturing and sale of packages for beverages, as well as the manufacturing, sale and industrial use of raw material necessary for the manufacturing of such packages", as per the Management Proposal;
(v) Adjustment of the caput of article 19 of the Company's By-laws in view of article 6 of Law n. 12,431/11; and,
(vi) By virtue of the resolutions mentioned in items (i), (ii), (iii), (iv) and (v) above, as well as the capital increases approved by the Company's Board of Directors within the limit of the authorized capital, and ratified until the date of the Extraordinary General Meeting, to amend item "a" of article 3 and the caput of articles 5 and 19 of the Company's By-laws and to restate them.

General Information:
- The Company informs its shareholders that on March 8, 2012 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, 2011; (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.com.br/investidores), 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 22, 2012.
Victório Carlos De Marchi
Co-Chairman of the Board of Directors