ANNOUNCEMENT
      OF COMMENCEMENT OF THE PUBLIC OFFER OF NON-SHARE CONVERTIBLE AND SUBORDINATED
      DEBENTURES 


     

    Pursuant
      to Instruction n.o 358, dated January
      3, 2002,
      of the
      Brazilian Securities and Exchange Commission (Comissão
      de Valores Mobiliários
      -
      "CVM"),
      as
      amended, and Article 53 of CVM Instruction n.o  400, dated December
      29, 2003,
      as
      amended ("CVM
      Instruction n.o 400/03"),
      Companhia de Bebidas das Américas - AmBev, as issuer ("Issuer"),
      Unibanco - União de Bancos Brasileiros S.A. ("Lead
      Underwriter"),
      BB
      Banco de Investimento S.A. ("BB-BI")
      and
      Banco Citibank S.A. ("Citibank"
      and,
      together with the Lead Underwriter and BB-BI, "Underwriters"),
      as
      underwriters, do hereby announce the commencement of the public offer (“Offer”),
      in two tranches, of 206,508 (two hundred and six thousand five hundred and
      eight) nominative, book entry, non-share convertible, subordinated debentures,
      each with a nominal value of R$10,000.00, on July 1, 2006, the first issue
      of


     

    

     

    
      Companhia
        de Bebidas das Américas - AmBev

      Rua
        Dr. Renato Paes de Barros 1017,
        4o andar,
        04530-001 São Paulo, SP

      NIRE
        n.o 35.300.157.770 - CNPJ n.o 02.808.708/0001-07 - CVM
        n.o 01811-2

      Código
        ISIN: BRAMBVDB5006 (1a série), e BRAMBVDB5014 (2a série) 


       

      a
        total
        of


       

      R$2,065,080,000.00


       

      Risk
        Classifications: Standard & Poor's: brAAA and Fitch Ratings:
        AAA(bra)

      Registered
        under CVM n.o CVM/SRE/DEB/2006/030 and n.o CVM/SRE/DEB/2006/031 on
        July 28, 2006.

       

      
        	1.	
                CORPORATE
                  ACTS AND REGISTRATIONS

              


      

       

      The
        issuance of the Debentures and the Offer take place on the basis of the
        deliberations of (i) the meeting of the Board of Directors of the Issuer
        held on
        June 8, 2006, which minutes were filed with the Board of Trade of the State
        of
        São Paulo on June 12, 2006 and published in the Official Gazette of the State
        of
        São Paulo and in the newspaper "Gazeta Mercantil" on June 20, 2006; and
        (ii) the meeting of the Board of Directors of the Issuer held on July
        26, 2006, which minutes were filed with the Board of Trade of the State of
        São
        Paulo and published in the Official Gazette of the State of São Paulo and in the
        newspaper "Gazeta Mercantil". 

       

      The
        “Private Deed of Public Offer of Non-Share Convertible Subordinated Debentures
        of the First Issuance of Companhia de Bebidas das Américas - AmBev" and the
        "First Amendment to the Private Deed of Public Offer of Non-Share Convertible
        Subordinated Debentures of the First Issuance of Companhia de Bebidas das
        Américas - AmBev” executed between the Issuer and Oliveira Trust
        Distribuidora de Títulos e Valores Mobiliários S.A.
        ("Fiduciary
        Agent")
        were
        filed with the Board of Trade of the State of São Paulo on July 20, 2006 and
        July 25, 2006, respectively. The "Second Amendment to the Private Deed of
        Public
        Offer of Non-Share Convertible Subordinated Debentures of the First Issuance
        of
        Companhia de Bebidas das Américas - AmBev" executed between the Issuer and
        the Fiduciary Agent was filed with the Board of Trade of the State of São Paulo.
        The "Third Amendment to the Private Deed of Public Offer of Non-Share
        Convertible Subordinated Debentures of the First Issuance of Companhia de
        Bebidas das Américas - AmBev" executed between the Issuer and the Fiduciary
        Agent was filed with the Board of Trade of the State of São Paulo.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	2.	
                USE
                  OF PROCEEDS

              


      

       

      
        	
                2.1

              	
                The
                  proceeds obtained by the Issuer via the Offer will be used for
                  payment of
                  the acquisition of Quilmes Industrial S.A. shares held by Beverage
                  Associates Corp. (BAC), as informed in the Relevant Notice published
                  on
                  April 13, 2006. Alternatively, if the proceeds are not partially
                  or
                  totally used to this end, they will be destined to the liquidation
                  of
                  short term financial amount outstanding, the implementation of
                  investment
                  plans and the working capital of the Issuer.


              


      

       

      
        	3.	
                CHARACTERISTICS
                  OF THE OFFER

              


      

       

      
        	3.1	
                Placement.
                  The Debentures will be subject to a firm commitment public offer
                  ("Offer"),
                  with the intermediation of securities settlement system financial
                  institutions, without reserve or minimum or maximum investment
                  amount, the
                  Offer becoming effective in accordance with the Book Building Procedure
                  (as defined below).

              


      

       

      
        	3.2	
                Book
                  Building.
                  Book building was adopted, organized by the Underwriters in accordance
                  with paragraphs 1o and 2o of Article 23 and Article 44 of CVM
                  Instruction n.o 400/03,
                  without reserve or minimum or maximum investment amount, for the
                  definition of the issuance of First Tranche Debentures (as defined
                  below)
                  and the Second Tranche Debentures (as defined below) and considering
                  that
                  the issuance of the First Tranche Debentures and the Second Tranche
                  Debentures was confirmed, to determine, along with the Issuer (together
                  the “Book Building Procedure”):

              


      

       

      
        	
              	I.	
                the
                  amount of the First Tranche Debentures and the Second Tranche Debentures,
                  observing that the total of the First Tranche Debentures and the
                  Second
                  Tranche Debentures cannot exceed R$2,000,000,000.00 (two
                  billion Reais), on the Date of Issuance (as defined below), and
                  200,000 (two hundred thousand) Debentures, not taking Over-Allotment
                  Debentures (as defined below) and Additional Debentures (as defined
                  below)
                  into account. The amount of the First Tranche Debentures and the
                  Second
                  Tranche Debentures defined in the Book Building Procedure is described
                  in
                  Clause 4.5 below; and

              


      

       

      
        	
              	II.	
                the
                  Remuneration of the First Tranche (as defined below) and the Remuneration
                  of the Second Tranche (as defined below). The Remuneration of the
                  First
                  Tranche and the Remuneration of the Second Tranche are defined
                  in the Book
                  Building Procedure described in Clause 4.13 below.
                  

              


      

       

      
        	
                3.2.1

              	
                The
                  results of the Book Building Procedure were ratified by the Board
                  of
                  Directors of the Issuer and divulged according to paragraph 2o of Article
                  23 of CVM Instruction n.o 400/03, as well as ratified via amendment
                  to the Deed of Issuance.

              


      

       

      
        	3.3	
                Subscription
                  Term.
                  With respect to (i) the
                  granting by CVM of the Offer filing; (ii) the publication of the
                  announcement of the commencement of the Offer ("Announcement
                  of Commencement");
                  and (iii) dissemination of the definitive prospectus of the Offer
                  (“Definitive
                  Prospectus”)
                  to investors, the Debentures will be subscribed, at any time, within
                  6
                  (six) months from the date of the publication of the Announcement
                  of
                  Commencement. 

              


      

       

      
        	3.4	
                Form
                  of Subscription.
                  The Debentures will be subscribed according to CETIP and CBLC settlement
                  procedure.

              


      

       

      
        	3.5	
                The
                  Debentures will be paid-up in cash, upon subscription (“Subscription
                  Payment Date”),
                  in domestic currency:

              


      

       

      
        	
              	I.	
                The
                  First Tranche Debentures will be paid-up at Nominal Value (as defined
                  below), plus the same calculation factor of the Remuneration of
                  the First
                  Tranche, calculated pro
                  rata temporis
                  from the Date of Issuance until the Subscription Payment Date
                  (“First
                  Tranche Subscription Payment Price”);
                  and

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
              	II.	
                The
                  Second Tranche Debentures will be paid-up at Nominal Value (as
                  defined
                  below), plus the same calculation factor of the Remuneration of
                  the Second
                  Tranche, calculated pro
                  rata temporis
                  from the Date of Issuance until the Subscription Payment Date
                  (“Second
                  Tranche Subscription Payment Price”).

              


      

       

      
        	3.6	
                Negotiation.
                  The
                  Debentures shall be registered for negotiation in the secondary
                  market
                  with the National Debentures System - SND and
                  BovespaFix.

              


      

       

      
        	4.	
                CHARACTERISTICS
                  OF THE DEBENTURES

              


      

       

      
        	4.1	
                Issuance
                  Number.
                  The Debentures represent the 1st (first) issuance of debentures
                  of the
                  Issuer. 

              


      

       

      
        	4.2	
                Total
                  Value of the Issuance.
                  The
                  total value of the issuance is R$2,065,080,000.00 (two billion
                  sixty five
                  million eighty thousand Reais) on the Date of Issuance, taking
                  into
                  account the Additional Debentures.

              


      

       

      
        	4.3	
                Amount.
                  206,508 (two hundred and six thousand five hundred and eight)
                  Debentures will be issued, in accordance with Clause 4.5 below.

              


      

       

      
        	4.3.1	
                In
                  accordance with Article 24 of CVM Instruction no 400/03, the number of
                  Debentures to be initially offered (not taking into accounting
                  Additional
                  Debentures) can be increased by up to 15% (fifteen percent), i.e.,
                  up to
                  30,000 (thirty thousand) over-allotment Debentures (“Over-Allotment
                  Debentures”),
                  exclusively destined to attend excess demand that might result
                  from Offer,
                  which can only be exercised by the Underwriters upon mutual agreement
                  with
                  the Issuer within 5 (five) business days from the date of publication
                  of
                  the Announcement of Commencement. The Underwriters and the Issuer
                  shall
                  renounce the right to Over-Allotment Debentures.
                  

              


      

       

      
        	4.3.2	
                In
                  accordance with paragraph 2o of Article 14 of CVM Instruction
                  n.o 400/03, the number of Debentures initially offered (without
                  taking the Over-Allotment Debentures into account) can be increased
                  by up
                  to 20% (twenty percent), i.e., up to 40,000 (forty thousand) additional
                  Debentures (“Additional
                  Debentures”),
                  which can be issued by the Underwriters upon mutual agreement with
                  the
                  Issuer within 5 (five) business days from the date of publication
                  of the
                  Announcement of Commencement. The Issuer, in mutual agreement with
                  the
                  Underwriters, issued 6,508 (six thousand five hundred and eight)
                  Additional Debentures, the Issuer and the Underwriters having renounced
                  the exercise of the Additional Debentures remaining. The amount
                  of
                  Debentures indicated in Clause 4.3 above already take into account
                  the
                  Additional Debentures issued in accordance with this Clause.
                  

              


      

       

      
        	4.4	
                Nominal
                  Value.
                  The Debentures will have the nominal value of R$10,000.00 (ten
                  thousand
                  Reais) on the Date on Issuance ("Nominal
                  Value").

              


      

       

      
        	4.5	
                Tranches.
                  The issuance will be made in two tranches, in accordance with the
                  Book
                  Building Procedure, given that:

              


      

       

      
        	
              	I.	
                The
                  first tranche will be comprised of 81,705 (eighty one thousand seven
                  hundred and five) Debentures, totaling R$817,050,000.00 (eight
                  hundred and
                  seventeen million fifty thousand Reais), on the Date of Issuance
                  ("First
                  Tranche Debentures");
                  and

              


      

       

      
        	
              	II.	
                The
                  second tranche will be comprised of 124,803 (one hundred and twenty
                  four thousand eight hundred and three) Debentures, totaling
                  R$1,248,030,000.00 (one billion two hundred and forty eight million
                  thirty
                  thousand Reais, on the Date of Issuance ("Second
                  Tranche Debentures").

              


      

       

      
        	4.5.1	
                The
                  Issuer shall not place the Second Tranche Debentures before placement
                  of
                  the First Tranche Debentures or the remainder not placed
                  canceled.

              


      

       

      
        	4.5.2	
                With
                  exception of the references specific to the First Tranche Debentures
                  or
                  the Second Tranche Debentures, all references to the “Debentures” shall be
                  intended as referencing the First Tranche Debentures and the Second
                  Tranche Debentures together. 

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
         

        
          	4.6	
                  Form.
                    The Debentures will be issued as nominative, book entry, without
                    certificate, ownership of the Debentures, for all legal purposes,
                    being
                    demonstrated by a statement issued by Banco Itaú S.A., provider of
                    bookkeeping services and the agent bank of the Debentures ("Depositary
                    Institution",
                    which definition includes any other institution which may succeed
                    the
                    Depositary Institution in the rendering of services under this
                    Clause),
                    and, further, (i) for the Debentures under CETIP custody, CETIP
                    will issue
                    a report on their position, accompanied by a statement in the
                    name of the
                    Debenture holder, issued by the financial institution responsible
                    for the
                    custody of the Debentures; and (ii) for the Debentures under
                    CBLC custody,
                    a report will be issued indicating the ownership of the Debentures
                    under
                    CBLC custody; in both cases equally, the reports shall serve
                    to prove
                    Debenture ownership. 

                


        

         

        
          	4.7	
                  Convertibility.
                    The Debentures are not share
                    convertible.

                


        

         

        
          	4.8	
                  Type.
                    The Debentures are subordinated, in accordance with Article 58 of Law
                    n.o 6.404/76.

                


        

         

        
          	4.8.1	
                  Given
                    that (i) on the date of execution of the Deed of Issuance, the
                    company capital of the Issuer is R$5,710,745,488.08 (five billion
                    seven
                    hundred and ten million seven hundred and forty five thousand
                    four hundred
                    and eighty eight Reais and eight centavos); and (ii) that the
                    Debentures represent the first issuance of the Issuer, the limit
                    for
                    issuance under Article 60 of Law n.o 6.404/76 has been
                    reached.

                


        

         

        
          	4.9	
                  Date
                    of Issuance.
                    For all legal purposes, the date of issuance of the Debentures
                    shall be
                    July 1, 2006 ("Date
                    of Issuance").

                


        

         

        
          	4.10	
                  Term
                    and Maturity Date.
                    The term (i) of the First Tranche Debentures shall be 3 (three)
                    years,
                    from the Date of Issuance, their maturity date being July 1,
                    2009
                    ("Maturity
                    Date of the First Tranche");
                    and (ii) of the Second Tranche Debentures shall be 6 (six) years,
                    from the Date of Issuance, their Maturity Date being July 1,
                    2012
                    ("Maturity
                    Date of the Second Tranche").

                


        

         

        
          	4.11	
                  Payment
                    of the Nominal Value.
                    The Nominal Value (i) of the First Tranche Debentures will be paid in
                    1 (one) installment on the Maturity Date of the First Tranche;
                    and (ii) of
                    the Second Tranche Debentures will be paid in 1 (one) installment
                    on the
                    Maturity Date of the Second
                    Tranche.

                


        

         

        
          	4.12	
                  Monetary
                    Correction.
                    There will be no monetary correction of the Nominal
                    Value.

                


        

         

        
          	4.13	
                  Remuneration.
                    On the Nominal Value:

                


        

         

        
          	 	
                  I.

                	
                  the
                    First Tranche Debentures will yield interest equivalent to
                    101.75% (one hundred and one point seventy five percent) in
                    accordance with the Book Building Procedure and the accumulated
                    variation
                    of the extra-group one day Interfinance Deposit - ID average
                    daily rate,
                    expressed in an annual percentage rate based on 252 (two hundred
                    and fifty
                    two) business days, calculated and published daily by CETIP on
                    its
                    Internet website (http://www.cetip.com.br)
                    (“ID Rate”), calculated exponentially and cumulatively pro
                    rata temporis
                    per business days elapsed, incident on the Nominal Value of the
                    First
                    Tranche Debentures until the Date of Issuance or the close of
                    the
                    Capitalization Period (as defined below), as may be the case,
                    until the
                    date of its effective redemption (“Remuneration
                    of the First Tranche”);
                    and  

                


        

        


        
          	 	
                  II.

                	
                  the
                    Second Tranche Debentures will yield interest equivalent to
                    102.50% (one hundred and two point five zero percent), in accordance
                    with the Book Building Procedure and the accumulated variation
                    of the
                    extra-group one day Interfinance Deposit - ID average daily rate,
                    expressed in an annual percentage rate based on 252 (two hundred
                    and fifty
                    two) business days, incident on the Nominal Value of the Second
                    Tranche
                    Debentures until the Date of Issuance or the close of the Capitalization
                    Period, as may be the case, until the date of its effective redemption
                    (“Remuneration
                    of the Second Tranche”);
                    and, together with the Remuneration of the First Tranche, "Remuneration").

                


        

        


        
          	
                  4.13.1

                	
                  The
                    Remuneration of the First Tranche and the Remuneration of the
                    Second
                    Tranche will be paid on a trimester basis from the Date of Issuance,
                    the
                    first payment being made on October 1, 2006 and the last on the
                    Maturity
                    Date of the First Tranche in the case of the Remuneration of
                    the First
                    Tranche, and on the Maturity Date of the Second Tranche in the
                    case of
                    Remuneration of the Second Tranche. Remuneration of the First
                    Tranche and
                    Remuneration of the Second Tranche can be made to Debenture holders
                    of the
                    First or Second Tranche, as may be the case, until the end of
                    the 1st
                    (first) business day preceding the respective maturity
                    date.

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	4.13.2	
                  Remuneration
                    will be calculated according to the following
                    formula:

                


        

         

        
          	
                	JR
                  =	
                  VN
                    x
                    [ID
                    Factor
                    -
                    1], where:

                


        

         

        
          	
                	JR
                  =	
                  amount
                    of the Remuneration of the First Tranche or the Remuneration
                    of the Second
                    Tranche, as may be the case, due on its respective maturity date,
                    calculated up to 6 (six) decimal points, without
                    rounding;

                


        

         

        
          	
                	NV
                  =	
                  Nominal
                    Value at the commencement of each Capitalization Period, calculated
                    up to
                    6 (six) decimal points, without
                    rounding;

                


        

         

        
          	
                	ID
                  Factor =	
                  sum
                    of the ID Rates using the applicable percentages, on the date
                    of the
                    commencement of the capitalization, inclusive, until the date
                    of
                    calculation, exclusive, calculated up to 8 (eight) decimal points,
                    without
                    rounding, according to the formula
                    below:

                


        

        
           

          
            	
                  	ID
                    Factor =	
                    ,
                      where:

                  


          

           

        

        
          	
                	
                  nDI
                    =

                	
                  total
                    of ID Rates, "nDI"
                    being a whole number;

                


        

        
           

          
            	
                  	
                    IDRk
                      =

                  	
                    daily
                      IDR, calculated up to 8 (eight) decimal points, without
                      rounding:

                  


          

          
             

            
              
                	 	
                        IDRk
                          =

                      		
                         
-1,
                          where:

                      


              

            

             

          

        

        
          	
                	
                  k
                    =

                	
                  1,
                    2, ..., n;

                


        

        
           

          
            	
                  	
                    IDk
                      =

                  	
                    ID
                      Rate, expressed in an annual percentage rate based on 252 (two
                      hundred and
                      fifty two) business days, applicable day
                      "k";

                  


          

          
            
               

              
                	
                      	
                        dk
                          =

                      	
                        number
                          of business days corresponding to the ID Rate term, "dk"
                          being a whole number; and

                      


              

              
                
                   

                  
                    	
                          	
                            S
                              =

                          	
                            the
                              percentage figure applicable the ID Rate, up to 2 (two)
                              decimal points,
                              the percentage figure applying to the Remuneration
                              of the First Tranche
                              being that of subitem I to Clause 4.13 above, and in
                              the case of the
                              Remuneration of the Second Tranche the percentage figure
                              being that of
                              subitem II to Clause 4.13 above. 

                          


                  

                   

                

              

            

          

        

        The
          factor resulting from [1 + (IDRk x S/100)]
          is considered up to 16 (sixteen) decimal points, without rounding.

         

        The
          sum
          of daily factors is [1 + (IDRk x S/100)],
          each daily factor being accumulated, the result truncated to 16 (sixteen)
          decimal points, applying daily factors until their last. 

         

        Once
          the
          daily factors are accumulated, the ID Factor is achieved, considered up
          to 8
          (eight) decimal points, with rounding.

         

        The
          ID
          Rate should be used considering an identical number of decimal points as
          divulged by the entity responsible for its calculation.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        “Capitalization
          Period”
is
          defined as the time period that commences on the Date of Issuance, inclusive,
          in
          the case of the first Capitalization Period, or on the maturity date of
          the
          immediately preceding Remuneration, inclusive, in the case of other
          Capitalization Periods, and closes on the date stipulated for the payment
          of the
          Remuneration correspondent said time period, exclusive. Each Remuneration
          amount
          will be aggregated the Nominal Value of the Debentures for the effects
          of
          calculating the outstanding balance on the Debentures. The payment of the
          Remuneration will be required only at the end of each Capitalization Period,
          without prejudice to the other terms under the Deed of Issuance.

         

        
          	
                  4.13.3

                	
                  In
                    accordance with Clause 4.13.4 below, if on the maturity date
                    of any of the
                    pecuniary obligations relative to the First and/or Second Tranche
                    Debentures, there is no calculation and/or publication of the
                    ID Rate, to
                    the Remuneration of the First Tranche and/or the Remuneration
                    of the
                    Second Tranche, as may be the case, the last ID Rate officially
                    divulged
                    will be applied, there being no financial compensation between
                    the Issuer
                    and the First and/or Second Tranche Debenture holders, as may
                    be the case,
                    with regard to later publication of the applicable ID Rate.
                    

                


        

         

        
          	
                  4.13.4

                	
                  In
                    the case of non-calculation and/or publication of the ID Rate
                    for more
                    than 10 (ten) consecutive days from the expected date of its
                    publication,
                    or, immediately, in the case of the termination of the ID Rate
                    or the
                    impossibility of the application of the ID Rate on legal grounds
                    or on the
                    basis of judicial determination, the ID Rate should be substituted
                    by a
                    legally acceptable substitute. Should there be no legally acceptable
                    substitute, the Fiduciary Agent shall call a meeting of First
                    and/or
                    Second Tranche Debenture holders, as may be the case, to be held
                    in no
                    more than 20 (twenty) days from the final date of the term any
                    of the
                    events under this beginning of this Clause, to deliberate, in
                    mutual
                    agreement with the Issuer, the new parameters for remuneration
                    of the
                    First and/or Second Tranche Debentures, as may be the case, such
                    parameters preserving the actual value and same levels of Remuneration
                    of
                    the First and/or Second Tranche, as may be the case. Should First
                    Tranche
                    Debenture holders, in said meeting, representing, at least, 2/3
                    (two
                    thirds) of the First Tranche Debentures outstanding, and/or the
                    Second
                    Tranche Debenture holders, in said meeting, representing, at
                    least, 2/3
                    (two thirds) of the Second Tranche Debentures outstanding, as
                    may be the
                    case, not approve of the parameters proposed by the Issuer, the
                    First
                    Tranche Debentures outstanding and/or the Second Tranche Debentures
                    outstanding, as the case may be, must be redeemed and, consequently,
                    cancelled in their entirety, at Nominal Value plus Remuneration
                    of the
                    First Tranche or Remuneration of the Second Tranche, as the case
                    may be,
                    due from the Date of Issuance or the last date of payment of
                    Remuneration
                    of the First Tranche or Remuneration of the Second Tranche, as
                    the case
                    may be, calculated pro
                    rata temporis
                    until the date of its effective payment, within 20 (twenty) days
                    of the
                    close of the general meeting(s) of the Debentures holders to
                    which this
                    Clause refers. The redemption amount to which this Clause refers
                    will not
                    be increased by a premium or penalty of any nature. Until definition
                    of
                    the new parameters or redemption, as the case may be, the same
                    percentage
                    figure of the last ID Rate officially published will be used,
                    increased by
                    the applicable percentage figure, calculated pro
                    rata temporis.

                


        

         

        
          	
                  4.14

                	
                  Rescheduling.
                    There will be no programmed rescheduling.


                


        

         

        
          	
                  4.15

                	
                  Optional
                    Early Redemption.
                    There will be no optional early redemption of any of the Debentures.
                    

                


        

         

        
          	4.16	
                  Optional
                    Acquisition.
                    The Issuer may, at any time, acquire outstanding Debentures at
                    a price no
                    greater than the Nominal Value plus Remuneration calculated pro rata
                    temporis
                    from the Date of Issuance
                    or
                    the date of the last payment of the Remuneration until the date
                    of their
                    effective payment, in accordance with paragraph 2o of Article 55
                    of Law n.o 6.404/76. The Debentures acquired by the Issuer may, at
                    the Issuer’s discretion, be cancelled, held in treasury or be placed in
                    the market. The Debentures acquired by the Issuer to be held
                    in treasury
                    according to this Clause, when replaced in the market, will receive
                    the
                    same Remuneration as the other Debentures outstanding.
                    

                


        

         

        
          	4.17	
                  Charges
                    on Arrears.
                    In
                    the event of delay of payment of any amount due with regard to
                    any
                    obligation under the Deed of Issuance, interest will be paid
                    on the amount
                    due, independent of notice, notification or judicial or extrajudicial
                    notification, and without prejudice to Remuneration, calculated
                    pro
                    rata temporis
                    from the date of default until the date of the effective payment;
                    (i) a
                    late payment penalty of 2% (two percent); and (ii) default interest
                    of 1%
                    (one percent) a month, calculated pro
                    rata temporis
                    from the date of default until the date of the effective payment
                    (“Charges
                    on Arrears”).

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          
            	4.18	
                    Non-entitlement
                      of Right to Additions.
                      In case the Debenture holder does not present itself to receive
                      the amount
                      correspondent to any pecuniary obligation on the dates set
                      forth in the
                      Deed of Issuance or in any other communication made or notice
                      published
                      according to the terms of the Deed of Issuance, the Debenture
                      holder will
                      not be entitled to any additions in the time period relating
                      to such
                      delay, it being assured the Debenture holder, however, those
                      rights vested
                      up to the respective maturity or payment date, in the case
                      of delayed
                      payment. 

                  


          

           

          
            	4.19	
                    Place
                      of Payment.
                      The payments relative to the Debentures and any other amounts
                      as may be
                      due by the Issuer under the Deed of Issuance will be made by
                      the Issuer
                      through CETIP or CBLC intermediation, dependent on whether
                      the Debentures
                      are under CETIP or CBLC custody, or via the Depositary Institution
                      to the
                      Debenture holders which do not have their Debentures held in
                      CETIP or CBLC
                      custody. 

                  


          

           

          
            	
                    4.19.1

                  	
                    If
                      any Debenture holder has immunity or tax exemption, it is obliged
                      to
                      forward to the Depositary Institution, within at least 10 (ten)
                      business
                      days prior to the expected date for the receipt of the Debenture-related
                      amounts, all documentation supporting said immunity or tax
                      exemption, it
                      being assured that in the case the Debenture holder does not
                      forward the
                      referenced documentation, the Issuer will retain the tax amounts
                      determined by law.

                  


          

           

          
            	4.20	
                    Extension
                      of Terms.
                      The terms relative to the payment of any obligation under the
                      Deed of
                      Issuance until the 1st (first) subsequent business day will
                      be considered
                      extended, if their maturity coincides with a day in which there
                      are no
                      business or banking hours in the City of São Paulo, State of São Paulo,
                      without the incidence of surcharge on the amounts to be paid,
                      except in
                      the case these payments had to be made via the CETIP or CBLC
                      systems, in
                      which case there will be an extension only when the date of
                      payment
                      coincides with national bank holidays, Saturdays or
                      Sundays.

                  


          

           

          
            	
                    4.21

                  	
                    Early
                      Maturity.
                      Subject to Clauses 4.21.1, 4.21.2 and 4.21.3 below, the Fiduciary
                      Agent
                      will declare the early maturity of any obligation under the
                      Deed of
                      Issuance, and require the immediate payment, by the Issuer,
                      of the Nominal
                      Value of the Debentures outstanding, plus Remuneration, calculated
                      pro
                      rata temporis
                      from the Date of Issuance or the date of the last payment of
                      the
                      Remuneration, as may be the case, until the date of the effective
                      payment
                      (and also, in the case of subitem II below, payment of the
                      Charges in
                      Arrears, under Clause 4.21.2 below), independent of notice,
                      notification
                      of judicial or extrajudicial notification, on the occurrence
                      of any of the
                      following events:

                  


          

           

          
            	
                  	I.	
                    (a)
                      petition for voluntarily-declared bankruptcy of the Issuer;
                      (b) decree of
                      bankruptcy of the Issuer; (c) petition for judicial or extrajudicial
                      recovery of the Issuer; or (d) liquidation, dissolution or
                      extinction of
                      the Issuer;

                  


          

           

          
            	
                  	II.	
                    non-payment,
                      by the Issuer, of the Nominal Value, of the Remuneration or
                      of any other
                      amounts due the Debenture holders on the respective payment
                      dates under
                      the Deed of Issuance;

                  


          

           

          
            	
                  	III.	
                    non-performance,
                      by the Issuer, of any non-pecuniary obligation under the Deed
                      of Issuance,
                      said non-performance not being remedied within 45 (forty five)
                      days of
                      receipt of written notice in its regard sent to the Issuer
                      by the
                      Fiduciary Agent;

                  


          

           

          
            	
                  	IV.	
                    the
                      occurrence of:

                  


          

           

          
            	
                  	(a)	
                    declaration
                      of early maturity, for contractual non-performance, of any
                      amount
                      outstanding of the Issuer or of any Relevant Subsidiary (as
                      defined below)
                      equal to or greater than US$50,000,000.00 (fifty million U.S.
                      dollars) (or
                      its equivalent in other currencies) converted by the Conversion
                      Rate; or
                      

                  


          

           

          
            	
                  	(b)	
                    non-payment,
                      on its respective maturity date or after the maturity cure
                      term stipulated
                      has run, of any amount outstanding of the Issuer or of any
                      Relevant
                      Subsidiary equal to or greater than US$50,000,000.00 (fifty
                      million U.S.
                      dollars) (or its equivalent in other currency) converted by
                      the Conversion
                      Rate, except if such non-payment results from certain events
                      which limit
                      or restrict the capacity of the Issuer or the Relevant Subsidiary,
                      as may
                      be the case, from converting Reais in foreign currency or transferring
                      foreign currency abroad to fulfill its respective
                      obligations;

                  


          

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          
            	
                  	V.	
                    res
                      judicata
                      of
                      one or more judicial decisions or the granting of one or more
                      arbitration
                      awards against the Issuer or any Relevant Subsidiary that result(s)
                      or may
                      potentially result, jointly or separately, in the obligation
                      of payment to
                      the Issuer or any Relevant Subsidiary of an amount equal to
                      or greater
                      than US$50,000,000.00 (fifty million U.S. dollars) (or its
                      equivalent in
                      other currencies) converted by the Conversion Rate, except
                      if this
                      obligation, which amount is fixed and net and which payment
                      cannot be
                      subject to appeal, legal action or motion which, in any case,
                      will suspend
                      the execution, (a) is paid according to the provisions and
                      terms
                      established in the judicial decision(s) or arbitration award(s)
                      or (b) is
                      guaranteed by sufficient Issuer assets, performance guarantee
                      or letter of
                      guarantee in the execution, provided that, in any of the cases
                      this
                      subitem (b), the same is accepted by the competent
                      forum.

                  


          

           

          
            	
                  	VI.	
                    approval
                      of any corporate restructuring involving the Issuer (including
                      takeovers
                      where the Issuer is the acquiring company), provided that the
                      corporate
                      restructure in question results the lowering by two or more
                      levels
                      (notches) of the rating classification of the Debentures as
                      appears in the
                      Announcement of Commencement, observing that, in accordance
                      with Article
                      231 of Law n.o 6.404/76, the provision in this subitem is not applicable
                      to mergers, takeover (applicable only when the Issuer is the
                      target) or
                      spin-off of the Issuer, if (a) the operation had been previously
                      approved
                      by the holders of, at least, the majority of the First Tranche
                      Debentures
                      outstanding and, at least, the majority of the Second Tranche
                      Debentures
                      outstanding; or (b) it has been assured to the Debenture holders
                      which
                      desire, within at least 6 (six) months from the date of the
                      publication of
                      the general meeting(s) relative to the operation, the redemption
                      of the
                      Debentures held by them, at Nominal Value, plus Remuneration,
                      calculated
                      pro
                      rata temporis
                      from the Date of Issuance or the date of the last payment of
                      the
                      Remuneration, as may be the case;

                  


          

           

          
            	
                  	VII.	
                    reduction
                      of the company capital of the Issuer and/or buyback, by the
                      Issuer, beyond
                      the limit established by CVM regulation, of its own shares
                      for canceling,
                      except if the operation had been previously approved by the
                      holders of, at
                      least, the majority of the First Tranche Debentures outstanding
                      and, at
                      least, the majority of the Second Tranche Debentures outstanding,
                      according to paragraph 3o of Article 174 of Law n.o 6.404/76.
                      

                  


          

           

          
            	
                  	VIII.	
                    transformation
                      of the Issuer into a limited liability company, according to
                      the
                      provisions of Articles 220-222 of Law n.o
                      6.404/76;

                  


          

           

          
            	
                  	IX.	
                    if
                      the Deed of Issuance is rendered invalid, non-effective or
                      unenforceable
                      against the Issuer, or in the case the enforceability of the
                      Deed of
                      Issuance is questioned by the Issuer or, further, in the case
                      that the
                      Issuer denies that it has liability under the Deed of Issuance;
                      or

                  


          

           

          
            	
                  	X.	
                    alienation
                      of the control of the Issuer, provided that, cumulatively (a)
                      such
                      alienation, pursuant to as defined in paragraph 1o to Article 254-A of Law
                      n.o 6.404/76, results in a public offer for the acquisition of
                      shares,
                      under Article 254-A of Law n.o 6.404/76 (this subitem (a) is applicable
                      only if the Issuer, at the time of the event, is a publicly-held
                      company);
                      and (ii) such alienation results in the lowering, by two or
                      more levels
                      (notches), of the rating classification of the Debentures appearing
                      in the
                      Announcement of Commencement. 

                  


          

           

          
            	
                    4.21.1

                  	
                    If
                      any of the events to subitems I or II of Clause 4.21 above
                      occur, the same
                      must be immediately informed the Fiduciary Agent by the Issuer,
                      and the
                      Debentures will become automatically matured, independent of
                      notice or
                      judicial or extrajudicial
                      notification.

                  


          

           

          
            	
                    4.21.2

                  	
                    Occurring
                      any of the other events to Clause 4.21 above (except those
                      to Clause
                      4.21.1 above), which shall be immediately informed by the Issuer
                      to the
                      Fiduciary Agent, and these events are not remedied, the Fiduciary
                      Agent
                      shall, in accordance with the Deed of Issuance call, within
                      a maximum of 5
                      (five) business days from its occurrence, Debenture holder
                      general
                      meetings, to be held within the minimum timeframe under the
                      law. If, in
                      these Debenture holder general meetings, Debenture holders
                      representing,
                      at least, 2/3 (two thirds) of the First Tranche Debentures
                      outstanding or
                      2/3 (two thirds) of the Second
                      Tranche Debentures outstanding,
                      as may be the case, decide not to consider the early maturity
                      of the First
                      Tranche Debentures outstanding or the Second Tranche Debentures
                      outstanding, as may be the case, or, further, in the case of
                      suspension
                      for deliberation on a future date, the Fiduciary Agent shall
                      not declare
                      the early maturity of the First Tranche Debentures or of the
                      Second
                      Tranche Debentures, as may be the case; otherwise, or in the
                      case, in a
                      second call, of non-holding of the referenced meetings of the
                      holders of
                      the First Tranche Debentures or the Second Tranche Debentures,
                      as may be
                      the case, the Fiduciary Agent shall declare the early maturity
                      of the
                      First Tranche Debentures or the Second Tranche Debentures,
                      as may be the
                      case. 

                  


          

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          
            	
                    4.21.3

                  	
                    In
                      the occurrence of the early maturity of the First Tranche Debentures
                      and
                      of the Second Tranche Debentures, as may be the case, the Issuer
                      is
                      obliged to pay the Nominal Value of the First Tranche Debentures
                      outstanding or the Second Tranche Debentures outstanding, as
                      may be the
                      case, plus the Remuneration of the First Tranche Debentures
                      or of the
                      Second Tranche Debentures, as may be the case (and, in the
                      case of subitem
                      II of Clause 4.21 above, Charges in Arrears, calculated from
                      the date when
                      these payments should have been made), calculated pro
                      rata temporis
                      from the Date of Issuance or from the date of the last payment
                      of
                      Remuneration, until the date of their effective payment, and
                      of any other
                      amounts as may be due by the Issuer under the Deed of Issuance
                      within 20
                      (twenty) days from the date of communication in this regard,
                      sent by the
                      Fiduciary Agent to the Issuer, under penalty of, in case of
                      non-compliance, being obliged, further, to pay Charges in Arrears.
                      

                  


          

           

          
            	
                    4.21.4

                  	
                    The
                      following definitions apply for purposes of this Announcement
                      of
                      Commencement and the Deed of
                      Issuance:

                  


          

           

          “Relevant
            Subsidiary”:
            Subsidiary which assets are equal to or greater than US$400,000,000.00
            (four
            hundred million U.S. dollars) (or its equivalent in other currencies)
            converted
            by the Conversion Rate.

           

          “Subsidiary”:
            defined under paragraph 2o of Article 243 of Law n.o 6.404/76.

           

          “Conversion
            Rate”:
            conversion rate of U.S. dollars to Reais according to the quotation divulged
            by
            the Central Bank of Brazil via SISBACEN, in the Exchange and Market Rates
            Bulletin, code PTAX800, option 5/sale, currency 220, verified for the
            financial
            liquidation of obligations to expire on a determined date and divulged
            by the
            Central Bank of Brazil on the business day immediately prior to the date
            of the
            event.

           

          
            	4.22	
                    Publicity:
                      With exception of the Announcement of Commencement, the announcement
                      of
                      closing of the Offer (“Announcement
                      of Closing”),
                      the market announcement referenced in Article 53 of CVM Instruction
                      n.o
                      400/03 and such other statements to investors published until
                      the date of
                      the publication of the Announcement of Closing, published exclusively
                      in
                      the “Gazeta Mercantil” and “Valor Econômico” newspapers, national issues,
                      all the corporate acts and decisions regarding the Debentures
                      shall be
                      communicated, in a form of a statement, in the Official Gazette
                      of the
                      State of São Paulo and in the newspaper “Gazeta Mercantil”, always
                      immediately following notice of the corporate act to be published,
                      the
                      time period for manifestation of the Debenture holders, if
                      necessary,
                      obeying the provisions of the prevailing legislation, of the
                      Deed of
                      Issuance or, in the case of no express provision, being of,
                      at least, 10
                      (ten) business days from the date of publication of the statement.
                      The
                      Issuer can substitute the above newspapers with other newspapers
                      of large
                      circulation, via written communication to the Fiduciary Agent
                      and the
                      publication, in a form of a statement, in the newspapers to
                      be
                      substituted. 

                  


          

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          
            	
                    5.

                  	
                    PLACEMENT
                      REGIME

                  


          

           

          
            	
                    5.1

                  	
                    The
                      conditions to the Debentures Issuance Agreement (“Issuance
                      Agreement”)
                      being observed, the Underwriters will place, without joint
                      and several
                      liability between them, under a firm commitment scheme, 200,000
                      (two
                      hundred thousand) Debentures, within 3 (three) business days
                      from the date
                      of publication of the Announcement of Commencement, inclusive
                      (“Firm
                      Commitment Term”)
                      in the following proportion:

                  


          

           

          
            	 	
                    I.

                  	
                    Lead
                      Underwriter: 90,000 (ninety thousand) Debentures, valued at
                      R$900,000,000.00 (nine hundred million Reais) on the Date of
                      Issuance
                      (“Debentures
                      Subject to Lead Underwriter Firm Commitment”);
                      and

                  


          

           

          
            	 	
                    II.

                  	
                    BB
                      BI: 70,000 (seventy thousand) Second Tranche Debentures, valued
                      at
                      R$700,000,000.00 (seven hundred million Reais) on the Date
                      of Issuance
                      (“Debentures
                      Subject to BB BI Firm Commitment”);
                      and

                  


          

           

          
            	 	
                    III.

                  	
                    Citibank:
                      40,000 (forty thousand) First Tranche Debentures, valued at
                      R$400,000,000.00 (four hundred million Reais) on the Date of
                      Issuance
                      (“Debentures
                      Subject to Citibank Firm Commitment”,
                      and, together with the Debentures Subject to Lead Underwriter
                      Firm
                      Commitment and Debentures Subject to BB BI Firm Commitment,
“Debentures
                      Subject to Firm Commitment”).

                  


          

           

          
            	
                    5.1.1

                  	
                    The
                      division between First Tranche Debentures and/or Second Tranche
                      Debentures
                      was determined according to the result of the Book Building
                      Procedure.

                  


          

           

          
            	
                    5.1.2

                  	
                    If,
                      until the end of the Firm Commitment Term, the First Tranche
                      Debentures
                      and/or the Second Tranche Debentures have not been placed in
                      their
                      entirety, the Underwriters, without any joint and several liability,
                      shall, until the last day of the Firm Commitment Term, subscribe
                      and pay
                      up, at the applicable Subscription Price, the respective Debentures
                      Subject to Firm Commitment that were for whatever reason not
                      placed to
                      investors. In case of firm commitment exercise by the Lead
                      Underwriter,
                      the Debentures Subject to Firm Commitment will be First Tranche
                      Debentures
                      and/or Second Tranche Debentures, at the discretion of the
                      Issuer.

                  


          

           

          
            	
                    5.1.3

                  	
                    According
                      to the provisions of Clause 5 of Attachment VI of CVM Instruction
                      n.o
                      400/02, in the case any of the Underwriters eventually (i)
                      come to
                      subscribe First Tranche Debentures and/or Second Tranche Debentures
                      because of the guarantee assured under Clause 5.1 above; and
                      (ii) are
                      interested in selling said First Tranche Debentures and/or
                      said Second
                      Tranche Debentures before the publication of the announcement
                      of closing
                      of the Offer (“Announcement
                      of Closing”),
                      the price of resale of said First Tranche Debentures and/or
                      said Second
                      Tranche Debentures will be limited to the Nominal Value, plus
                      the
                      Remuneration of the First Tranche Debentures or the Remuneration
                      of the
                      Second Tranche Debentures, as may be the case, calculated pro
                      rata temporis from
                      the Date of Issuance until the date of the respective sale.
                      The resale of
                      the Debentures by the Underwriters, after the publication of
                      the
                      Announcement of Closing, can be made at the price to be determined
                      according to the conditions of the market verified at that
                      time. The
                      resale of the Debentures, according to as mentioned herein,
                      shall be made
                      respecting the applicable regulation.


                  


          

           

          
            	6.	
                    TARGET
                      PUBLIC

                  


          

           

          The
            target public of the Offer is comprised of institutional or qualified
            investors,
            as defined in Article 109 of CVM Instruction n.o  409, dated August 18,
            2004, as amended, other investors, non-qualified companies, natural persons
            and
            Underwriter clients however, being allowed as have comprehensive knowledge
            of
            the terms, conditions and risks inherent the Debentures, as well as access
            to
            the Prospecti.

           

          
            	7.	
                    INADEQUACY
                      OF THE OFFER TO CERTAIN
                      INVESTORS

                  


          

           

          The
            investment in the Debentures is not suited for investors that (i) require
            liquidity, given the possibility that the negotiation of Debentures in
            the
            secondary market is small or inexistent; and/or (ii) are not willing
            to run the
            credit risk of a private and/or beverage sector company. Investors should
            read
            the “Risk Factors” section of the Definitive Prospectus.

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          
            	8.	
                    REGISTRATION
                      WITH CVM

                  


          

           

          CVM/SRE/DEB/2006/030
            and CVM/SRE/DEB/2006/031, on July 28, 2006.

           

          Date
            of Commencement to the Public Offer: July 31, 2006.

           

          
            	9.	
                    FIDUCIARY
                      AGENT 

                  


          

           

          The
            fiduciary agent is Oliveira Trust Distribuidora de Títulos e Valores Mobiliários
            S.A.,
            Avenida
            das Américas 500, bloco 13, grupo 205, CEP 22640-100, Rio de
            Janeiro, RJ, telephone (21) 2493-7003 (www.oliveiratrust.com.br).

           

          
            	10.	
                    DEPOSITARY
                      INSTITUTION

                  


          

           

          The
            financial institution that shall render bookkeeping and agent bank services
            relative to the Debentures is Banco Itaú S.A., Diretoria de Serviços para
            Mercado de Capitais, Av. Eng. Armando de Arruda Pereira 707,
            9o andar, CEP 04344-902, São Paulo, SP, telephone 
(11) 5029-1317 (www.itau.com.br).

           

          
            	11.	
                    DEFINITIVE
                      PROSPECTUS 

                  


          

           

          The
            Definitive Prospectus will be available from the date of the publishing
            of this
            Announcement of Commencement at the following addresses and websites:
            Companhia
            de Bebidas das Américas - AmBev,
            Rua
            Dr. Renato Paes de Barros 1017,
            4o andar,
            CEP 04530-001, São Paulo, SP (www.ambev.com.br);
            Unibanco -
            União de Bancos Brasileiros S.A.,
            Av. Eusébio
            Matoso 891, 20o andar, CEP 05423-901, São Paulo, SP (www.unibanco.com.br/prospectos);
            BB Banco
            de Investimento S.A.,
            Rua Senador Dantas 105, 36o andar, CEP 20031-923, Rio de
            Janeiro, RJ (www.bb.com.br);
            Banco
            Citibank S.A.,
            Av. Paulista 1111, 10o andar, CEP 01311-920,
            São Paulo, SP (www.citibank.com.br);
            Câmara
            de Custódia e Liquidação - CETIP,
            Rua Líbero Badaró 425, 24o andar, CEP 01009-000, São Paulo,
            SP (www.cetip.com.br);
            Bolsa
            de Valores de São Paulo - Bovespa,
            Rua XV de Novembro 275, CEP 01013-001, São Paulo, SP
            (www.bovespa.com.br);
            e
Comissão
            de Valores Mobiliários - CVM,
            Rua Sete de Setembro 111, 5o andar, CEP 20159-900, Rio de
            Janeiro, RJ, e Rua Cincinato Braga 340, 2o, 3o e 4o andares,
            CEP 01333-010, São Paulo, SP (www.cvm.gov.br).

           

          
            	12.	
                    ADDITIONAL
                      INFORMATION

                  


          

           

          In
            addition to this Announcement of Commencement, Announcement of Closing,
            the
            market announcement to which Article 53 of CVM Instruction n.o 400/03 refers and
            any other statements to investors to be published before the date of
            publishing
            of the Announcement of Closing will be published in the "Gazeta Mercantil"
            newspaper, national edition.

           

          Investors
            may subscribe for the Debentures through the Underwriters, at the above
            mentioned addresses. 

           

          The
            Debenture holders may obtain clarifications with regard to the Debentures
            with
            the Debenture holder information service operating at the Issuer’s
            headquarters.

           

          Further
            information on the Offer may be obtained from the Underwriters or CVM,
            at the
            addresses above indicated.

           

          The
            registration of this Offer does not imply, on the part of CVM, guarantee
            as to
            the truthfulness of the information provided nor
            determination as to the quality of the Issuer or the Debentures to be
            offered.


          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          
            	
                    

                  	
                    This
                      Offer was prepared in accordance with the provisions of the
                      Code of
                      Self-Regulation of the National Association of Investment Banks
                      - ANBID
                      for the Public Offer of Securities approved in a ANBID General
                      Meeting and
                      comprises part of the minutes filed with the 4o Company Registry
                      Office of the City of São Paulo, State of São Paulo, under
                      n.o 510718, the present public offer complying, thus, with the
                      minimum information requirements under the code, it not befalling
                      ANBID
                      any liability with regard to said information, the quality
                      of the Issuer
                      and/or offerors, the participating institutions and the securities
                      to the
                      public offer. 

                  


          

          


           

          
            	
                    

                  	
                    

                  	
                    

                  


          

           

          The
            Lead
            Underwriter is Unibanco - União de Bancos Brasileiros S.A.


          
            
              
              

            

            
              12