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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended 31 December 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Commission file number: 1-15194

COMPANHIA DE BEBIDAS DAS AMÉRICAS  AMBEV



(Exact name of Registrant as specified in its charter)

American Beverage Company  Ambev



(Translation of Registrants name into English)

Federative Republic of Brazil



(Jurisdiction of incorporation or organization)

Rua Dr. Renato Paes de Barros, 1017, 4th floor

04530-001 São
Paulo, SP, Brazil

(Address of principal executive offices)

Nelson José Jamel, Chief Financial and Investor Relations Officer

Address: Rua Dr. Renato Paes de Barros, 1017, 4th floor, 04530-001, São Paulo, SP, Brazil

Telephone No.: +55 (11) 2122-1508

e-mail: nelson.jamel@ambev.com.br



(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                                                                                                 |  |                                          
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------
|Title of each class                                                                                                                              |  | Name of each exchange on which
registered
|American Depositary Shares, evidenced by American Depositary Receipts, each representing
1 (one) Common Share
Common Shares, no par value*       |  | New York Stock Exchange                  
|American Depositary Shares, evidenced by American Depositary Receipts, each representing
1 (one) Preferred Share Preferred Shares, no par value* |  | New York Stock Exchange                  



|* | Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



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Securities registered or to be registered pursuant to Section 12(g) of the Act.

None



(Title of Class)

Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act.

|                                                                                                                                  |  |                                          
|--------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                                                                               |  | Name of each exchange on which registered
|Guaranty of the R$300,000,000 9.500% Notes due 2017 of
Ambev International Fund Ltd. by Companhia de Bebidas das Américas  Ambev |  | Not applicable                           

(Title of Class)

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.

1,754,981,694 Common Shares

1,371,927,729 Preferred Shares

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YesxNo ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ̈Nox

Note  Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesxNo ̈

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). N/A

Yes ̈No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer
in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                    |  |                       
|------------------------ |  | ------------------ |  | ----------------------
|Large accelerated filerx |  | Accelerated filer ̈ |  | Non-accelerated filer ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:



|           |  |                                                                                                        |  |       
|---------- |  | ------------------------------------------------------------------------------------------------------ |  | ------
|U.S. GAAP ̈ |  | International Financial Reporting Standards as issued by the International Accounting Standards Boardx |  | Other ̈

If Other has been checked in response to the previous question, indicate by check mark
which financial statement item the registrant has elected to follow. N/A

Item 17 ̈Item 18 ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈Nox

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.N/A

Yes ̈No ̈



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TABLE OF CONTENTS



| |  |      |  | 
| |  | ---- |  | 
| |  | Page

|                                                           |  |                                                       |    |  |   | 
|---------------------------------------------------------- |  | ----------------------------------------------------- | -- |  | - | 
|                                                           | 
|INTRODUCTION                                               |  |                                                       | i  | 
|                                                           | 
|PRESENTATION OF FINANCIAL INFORMATION                      |  |                                                       | i  | 
|                                                           | 
|CURRENCY TRANSLATION                                       |  |                                                       | i  | 
|                                                           | 
|TRADEMARKS                                                 |  |                                                       | i  | 
|                                                           | 
|CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION |  |                                                       | ii | 
|                                                           | 
|PART I                                                     |  |                                                       | 1  | 
|                                                           |  |                                                      
|ITEM 1.                                                    |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |    |  | 1 | 
|                                                           |  |                                                      
|ITEM 2.                                                    |  | OFFER STATISTICS AND EXPECTED TIMETABLE               |    |  | 2 | 
|                                                           |  |                                                      
|ITEM 3.                                                    |  | KEY INFORMATION                                       |    |  | 3 | 

|         |  |                                                   |  |  |    | 
|-------- |  | ------------------------------------------------- |  |  | -- | 
|         |  |                                                  
|ITEM 4.  |  | INFORMATION ON THE COMPANY                        |  |  | 24 | 
|         |  |                                                  
|ITEM 4A. |  | UNRESOLVED STAFF COMMENTS                         |  |  | 48 | 
|         |  |                                                  
|ITEM 5.  |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS      |  |  | 49 | 
|         |  |                                                  
|ITEM 6.  |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES        |  |  | 72 | 
|         |  |                                                  
|ITEM 7.  |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |  |  | 86 | 
|         |  |                                                  
|ITEM 8.  |  | FINANCIAL INFORMATION                             |  |  | 94 | 

|          |  |                                                                              |  |  |     | 
|--------- |  | ---------------------------------------------------------------------------- |  |  | --- | 
|          |  |                                                                             
|ITEM 9.   |  | THE OFFER AND LISTING                                                        |  |  | 102 | 
|          |  |                                                                             
|ITEM 10.  |  | ADDITIONAL INFORMATION                                                       |  |  | 107 | 
|          |  |                                                                             
|ITEM 11.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  |  | 130 | 
|          |  |                                                                             
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  |  | 135 | 
|          |  |                                                                             
|ITEM 13.  |  | DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES                              |  |  | 137 | 
|          |  |                                                                             
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  |  | 138 | 
|          |  |                                                                             
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      |  |  | 139 | 
|          |  |                                                                             
|ITEM 15T. |  | CONTROLS AND PROCEDURES                                                      |  |  | 141 | 
|          |  |                                                                             
|ITEM 16A. |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |  |  | 142 | 
|          |  |                                                                             
|ITEM 16B. |  | CODE OF BUSINESS CONDUCT                                                     |  |  | 143 | 
|          |  |                                                                             
|ITEM 16C. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  |  | 144 | 
|          |  |                                                                             
|ITEM 16D. |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  |  | 145 | 
|          |  |                                                                             
|ITEM 16E. |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |  |  | 146 | 
|          |  |                                                                             
|ITEM 16F. |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |  |  | 148 | 
|          |  |                                                                             
|ITEM 16G. |  | CORPORATE GOVERNANCE                                                         |  |  | 149 | 
|          |  |                                                                             
|ITEM 16H. |  | MINE SAFETY DISCLOSURE                                                       |  |  | 150 | 
|          |  |                                                                             
|ITEM 17.  |  | FINANCIAL STATEMENTS                                                         |  |  | 151 | 
|          |  |                                                                             
|ITEM 18.  |  | FINANCIAL STATEMENTS                                                         |  |  | 247 | 
|          |  |                                                                             
|ITEM 19   |  | EXHIBITS                                                                     |  |  | 248 | 



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INTRODUCTION

This annual report on Form 20-F relates to the two classes of registered American Depositary Shares, or ADSs, of Companhia de Bebidas das
Américas - Ambev evidenced by American Depositary Receipts, or ADRs, representing one preferred share of Ambev and ADSs evidenced by ADRs representing one common share of Ambev.

In this annual report, except as otherwise indicated or as the context otherwise requires, the Company, Ambev,
we, us and our refers to Companhia de Bebidas das Américas - Ambev and its subsidiaries. All references to CSD & NANC are to Carbonated Soft Drinks and Non-Alcoholic and Non-Carbonated Soft Drinks.
All references to Brazil are to the Federative Republic of Brazil. All references to percent ownership interests in Ambev do not take into account treasury shares.

PRESENTATION OF FINANCIAL INFORMATION

We
prepare our consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. The Company first adopted IFRS for the annual consolidated
financial statements for the year ended December 31, 2008. Following the Companys adoption of IFRS, as issued by the IASB, the Company is no longer required to reconcile its financial statements prepared in accordance with IFRS to
U.S. generally accepted accounting principles.

Percentages and some amounts in this annual report have been rounded for ease
of presentation. Any discrepancies between totals and the sums of the amounts listed are due to rounding.

CURRENCY TRANSLATION

In this annual report, references to real, reais or
R$ are to the legal currency of Brazil, references to U.S. dollar or US$ are to the official currency of the United States and references to Canadian dollar or C$ are to the legal currency
of Canada.

We maintain our books and records in reais. However, solely for the convenience of the reader, we have
translated certain amounts included in this annual report from reais into U.S. dollars using the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank, as of December 31, 2012 of R$2.044 to
US$1.00 or at an average exchange rate prevailing during a certain period, where indicated. We have also translated some amounts from U.S. dollars and Canadian dollars into reais. All such currency translations should not be considered
representations that any such amounts represent, or could have been or could be converted into, U.S. or Canadian dollars or reais at that or at any other exchange rate. See Item 3. Key InformationExchange Rate
InformationExchange Controls for more detailed information regarding the translation of reais into U.S. dollars.

TRADEMARKS

This annual report includes the
names of our products which constitute trademarks or trade names which we own or which are owned by others and are licensed to us for our use.This annual report also contains other brand names, trade names, trademarks or service marks of
other companies, and these brand names, trade names, trademarks or service marks are the property of those other companies.



i



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CAUTIONARY STATEMENT REGARDING

FORWARD-LOOKING INFORMATION

Some of the information contained in this annual report may constitute forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events, industry and financial
trends affecting our business.

Many of these forward-looking statements can be identified by the use of forward-looking words
such as anticipate, project, may, believe, could, expect, should, plan, intend, estimate, potential, among others.
These statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are subject to certain risks and uncertainties that
are outside our control and are difficult to predict. These risks and uncertainties could cause actual results to differ materially from those suggested by forward-looking statements. Factors that could cause actual results to differ materially from
those contemplated by forward-looking statements include, among others:



| |  |  | greater than expected costs (including taxes) and expenses;
| | - |  | -----------------------------------------------------------



| |  |  | the risk of unexpected consequences resulting from acquisitions, joint ventures, strategic alliances or divestiture plans, and our ability to
successfully integrate the operations of businesses or other assets that we acquire;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk of unexpected consequences resulting from corporate restructurings, including the Stock Swap Merger (as defined under Item 4. Stock Swap
Merger with Newbev), and our ability to successfully and cost-effectively implement them and capture their intended benefits;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our expectations with respect to expansion, projected asset divestitures, premium growth, accretion to reported earnings, working capital improvements
and investment income or cash flow projections;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | lower than expected revenue;
| | - |  | ----------------------------



| |  |  | greater than expected customer losses and business disruptions;
| | - |  | ---------------------------------------------------------------



| |  |  | limitations on our ability to contain costs and expenses;
| | - |  | ---------------------------------------------------------



| |  |  | local, regional, national and international economic conditions, including the risks of a global recession or a recession in one or more of our key
markets, and the impact they may have on us and our customers and our assessment of that impact;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the monetary and interest rate policies of central banks;
| | - |  | ---------------------------------------------------------



| |  |  | continued availability of financing;
| | - |  | ------------------------------------



| |  |  | market risks, such as interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, inflation or deflation;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to continue to introduce competitive new products and services on a timely, cost-effective basis;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the effects of competition and consolidation in the markets in which we operate, which may be influenced by regulation, deregulation or enforcement
policies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



ii



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| |  |  | changes in pricing environments and volatility in commodity prices;
| | - |  | -------------------------------------------------------------------



| |  |  | regional or general changes in asset valuations;
| | - |  | ------------------------------------------------



| |  |  | changes in consumer spending;
| | - |  | -----------------------------



| |  |  | the outcome of pending and future litigation and governmental proceedings;
| | - |  | --------------------------------------------------------------------------



| |  |  | changes in government policies;
| | - |  | -------------------------------



| |  |  | changes in applicable laws, regulations and taxes in jurisdictions in which we operate including the laws and regulations governing our operations, as
well as actions or decisions of courts and regulators;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | natural and other disasters;
| | - |  | ----------------------------



| |  |  | any inability to economically hedge certain risks;
| | - |  | --------------------------------------------------



| |  |  | inadequate impairment provisions and loss reserves;
| | - |  | ---------------------------------------------------



| |  |  | technological changes;
| | - |  | ----------------------



| |  |  | our success in managing the risks involved in the foregoing;
| | - |  | ------------------------------------------------------------



| |  |  | governmental intervention, resulting in changes to the economic, tax or regulatory environment in Brazil or other countries in which we operate;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the declaration or payment of dividends;
| | - |  | ----------------------------------------



| |  |  | the utilization of Ambevs subsidiaries income tax loss carry forwards; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed under Item
3D. Risk Factors.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

We caution you that forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Forward-looking statements reflect only our current expectations and are based on our managements beliefs and assumptions and on information currently available to our management. Actual results
may differ materially from those in forward-looking statements as a result of various factors, including, without limitation, those identified under Item 3D. Risk Factors in this annual report. As a result, investors are cautioned
not to place undue reliance on forward-looking statements contained in this annual report when making an investment decision.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new
information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

Investors should consider these cautionary statements together with any written or oral forward-looking statements that we may issue in
the future.



iii



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PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

Not Applicable.



1



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|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not Applicable.



2



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|ITEM 3. | KEY INFORMATION
|------- | ---------------



|A. | Selected Financial Data
|-- | -----------------------

The following financial information of Ambev is only a summary and should be read in conjunction with, and is qualified in its entirety
by reference to, the audited annual consolidated financial statements of Ambev and the related notes which are included in this annual report.

The tables below represent the selected consolidated income statement and balance sheet data for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 that were prepared under IFRS.

Selected Income Statement Data



|                                                                                           |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|------------------------------------------------------------------------------------------ |  | -------------------------------- |  | ---------- |  | ---- |  | ------- | --------- | ------- |  |  |  | --------- |  |  |  |  | --------- |  |  |  |  | --------- | 
|                                                                                           |  | Year Ended December 31,         
|                                                                                           |  | 2012                             |  | 2011       |  | 2010 |  | 2009    |           | 2008   
|                                                                                           |  | (in R$ million)                 
|Consolidated Income Statement                                                              |  |                                  |  |            | 
|Net sales                                                                                  |  |                                  |  | 32,231.0   |  |      |  |         | 27,126.7  |         |  |  |  | 25,233.3  |  |  |  |  | 23,194.0  |  |  |  |  | 20,713.2  | 
|Cost of sales                                                                              |  |                                  |  | (10,291.5) |  |      |  |         | (8,793.3) |         |  |  |  | (8,449.0) |  |  |  |  | (7,731.9) |  |  |  |  | (7,217.6) | 
|Gross profit                                                                               |  |                                  |  | 21,939.5   |  |      |  |         | 18,333.4  |         |  |  |  | 16,784.3  |  |  |  |  | 15,462.1  |  |  |  |  | 13,495.5  | 
|Sales and marketing expenses                                                               |  |                                  |  | (7,346.6)  |  |      |  |         | (6,251.0) |         |  |  |  | (6,038.5) |  |  |  |  | (5,542.0) |  |  |  |  | (4,956.3) | 
|Administrative expenses (1)                                                                |  |                                  |  | (1,546.5)  |  |      |  |         | (1,180.6) |         |  |  |  | (1,197.0) |  |  |  |  | (1,478.1) |  |  |  |  | (1,037.0) | 
|Other operating income/(expense)                                                           |  |                                  |  | 864.0      |  |      |  |         | 784.5     |         |  |  |  | 624.9     |  |  |  |  | 539.3     |  |  |  |  | 383.5     | 
|Special items                                                                              |  |                                  |  | (50.4)     |  |      |  |         | 23.1      |         |  |  |  | (150.8)   |  |  |  |  | 196.6     |  |  |  |  | (59.2)    | 
|Income from operations                                                                     |  |                                  |  | 13,860.0   |  |      |  |         | 11,709.4  |         |  |  |  | 10,022.9  |  |  |  |  | 9,177.9   |  |  |  |  | 7,826.5   | 
|Net finance expense                                                                        |  |                                  |  | (812.8)    |  |      |  |         | (468.1)   |         |  |  |  | (319.4)   |  |  |  |  | (982.1)   |  |  |  |  | (1,190.8) | 
|Income tax expense                                                                         |  |                                  |  | (2,405.1)  |  |      |  |         | (2,522.0) |         |  |  |  | (2,084.5) |  |  |  |  | (2,208.1) |  |  |  |  | (1,447.2) | 
|Share of results of associates                                                             |  |                                  |  | 0.5        |  |      |  |         | 0.5       |         |  |  |  | 0.2       |  |  |  |  | 0.7       |  |  |  |  | 2.3       | 
|Net Income                                                                                 |  |                                  |  | 10,642.6   |  |      |  |         | 8,719.8   |         |  |  |  | 7,619.2   |  |  |  |  | 5,988.4   |  |  |  |  | 5,190.9   | 
|Attributable to:                                                                           |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Equity holders of Ambev                                                                    |  |                                  |  | 10,508.1   |  |      |  |         | 8,641.0   |         |  |  |  | 7,561.4   |  |  |  |  | 5,986.1   |  |  |  |  | 5,119.1   | 
|Non-controlling shareholders                                                               |  |                                  |  | 134.5      |  |      |  |         | 78.8      |         |  |  |  | 57.8      |  |  |  |  | 2.3       |  |  |  |  | 71.8      | 
|                                                                                           | 
|                                                                                           |  | Year Ended December 31,         
|                                                                                           |  | 2012                             |  | 2011       |  | 2010 |  | 2009(*) |           | 2008(*)
|                                                                                           |  | (in R$, except number of shares)
|Earnings per share and per ADS(3)                                                          |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|- Basic                                                                                    |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Common shares                                                                              |  |                                  |  | 3.22       |  |      |  |         | 2.66      |         |  |  |  | 2.34      |  |  |  |  | 1.86      |  |  |  |  | 1.60      | 
|Preferred shares                                                                           |  |                                  |  | 3.55       |  |      |  |         | 2.93      |         |  |  |  | 2.58      |  |  |  |  | 2.05      |  |  |  |  | 1.75      | 
|- Diluted                                                                                  |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Common shares                                                                              |  |                                  |  | 3.21       |  |      |  |         | 2.65      |         |  |  |  | 2.33      |  |  |  |  | 1.86      |  |  |  |  | 1.60      | 
|Preferred shares                                                                           |  |                                  |  | 3.53       |  |      |  |         | 2.91      |         |  |  |  | 2.57      |  |  |  |  | 2.05      |  |  |  |  | 1.76      | 
|Dividends and interest on shareholders equity per share and per ADS (weighted average)(2) |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|- Basic                                                                                    |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Common shares                                                                              |  |                                  |  | 2.44       |  |      |  |         | 1.62      |         |  |  |  | 1.50      |  |  |  |  | 1.11      |  |  |  |  | 0.87      | 
|Preferred shares                                                                           |  |                                  |  | 2.69       |  |      |  |         | 1.79      |         |  |  |  | 1.65      |  |  |  |  | 1.22      |  |  |  |  | 0.96      | 
|- Diluted                                                                                  |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Common shares                                                                              |  |                                  |  | 2.44       |  |      |  |         | 1.62      |         |  |  |  | 1.50      |  |  |  |  | 1.11      |  |  |  |  | 0.87      | 
|Preferred shares                                                                           |  |                                  |  | 2.66       |  |      |  |         | 1.79      |         |  |  |  | 1.65      |  |  |  |  | 1.22      |  |  |  |  | 0.96      | 
|Weighted average number of shares (thousand)                                               |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|- Basic                                                                                    |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Common shares                                                                              |  |                                  |  | 1,753,191  |  |      |  |         | 1,747,588 |         |  |  |  | 1,737,238 |  |  |  |  | 1,730,780 |  |  |  |  | 1,724,230 | 
|Preferred shares                                                                           |  |                                  |  | 1,369,704  |  |      |  |         | 1,363,790 |         |  |  |  | 1,355,258 |  |  |  |  | 1,346,700 |  |  |  |  | 1,344,650 | 
|- Diluted                                                                                  |  |                                  |  |            |  |      |  |         |           |         |  |  |  |           |  |  |  |  |           |  |  |  |  |           | 
|Common shares                                                                              |  |                                  |  | 1,753,191  |  |      |  |         | 1,747,588 |         |  |  |  | 1,737,236 |  |  |  |  | 1,731,055 |  |  |  |  | 1,724,530 | 
|Preferred shares                                                                           |  |                                  |  | 1,384,158  |  |      |  |         | 1,376,380 |         |  |  |  | 1,365,231 |  |  |  |  | 1,351,005 |  |  |  |  | 1,346,870 | 



3



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##### Table of Contents



|(*) | On December 17, 2010, the Extraordinary General Meeting approved a stock split pursuant to which each common and each preferred share issued by the Company was
split into five common shares and five preferred shares, respectively, without any modification to the Companys issued capital. Each ADR continued to be represented by one common or preferred share, as the case may be. For purposes of
comparison, information relating to the number of shares and earnings per share for all periods presented has been adjusted to conform retrospectively to the effect of this split.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Selected Consolidated Balance Sheet Data



|                                      |  |                    |  |          |  |      |  |      |          |      |  |  |  |          |  |  |  |  |          |  |  |  |  |          | 
|------------------------------------- |  | ------------------ |  | -------- |  | ---- |  | ---- | -------- | ---- |  |  |  | -------- |  |  |  |  | -------- |  |  |  |  | -------- | 
|                                      |  | As at December 31,
|                                      |  | 2012               |  | 2011     |  | 2010 |  | 2009 |          | 2008
|                                      |  | (in R$ million)   
|Consolidated Balance Sheet            |  |                    |  |          |  |      |  |      |          |      |  |  |  |          |  |  |  |  |          |  |  |  |  |          | 
|Cash and cash equivalents             |  |                    |  | 8,926.2  |  |      |  |      | 8,076.2  |      |  |  |  | 5,909.3  |  |  |  |  | 4,042.9  |  |  |  |  | 3,298.9  | 
|Total current assets                  |  |                    |  | 16,256.0 |  |      |  |      | 14,679.5 |      |  |  |  | 12,910.9 |  |  |  |  | 10,303.1 |  |  |  |  | 9,293.3  | 
|Deferred tax assets                   |  |                    |  | 1,418.5  |  |      |  |      | 1,447.1  |      |  |  |  | 2,021.6  |  |  |  |  | 2,651.2  |  |  |  |  | 1,817.8  | 
|Property, plant and equipment         |  |                    |  | 11,412.3 |  |      |  |      | 9,265.2  |      |  |  |  | 7,032.3  |  |  |  |  | 6,595.1  |  |  |  |  | 7,304.6  | 
|Intangible assets                     |  |                    |  | 2,935.4  |  |      |  |      | 1,763.0  |      |  |  |  | 1,823.2  |  |  |  |  | 1,932.6  |  |  |  |  | 2,492.9  | 
|Goodwill                              |  |                    |  | 19,971.5 |  |      |  |      | 17,454.0 |      |  |  |  | 17,441.8 |  |  |  |  | 17,527.5 |  |  |  |  | 17,912.4 | 
|Total non-current assets              |  |                    |  | 37,903.9 |  |      |  |      | 31,459.9 |      |  |  |  | 29,767.3 |  |  |  |  | 29,797.8 |  |  |  |  | 32,519.6 | 
|Total assets                          |  |                    |  | 54,159.9 |  |      |  |      | 46,139.4 |      |  |  |  | 42,678.2 |  |  |  |  | 40,101.0 |  |  |  |  | 41,813.0 | 
|Shareholders equity                  |  |                    |  | 28,863.7 |  |      |  |      | 25,611.3 |      |  |  |  | 24,361.9 |  |  |  |  | 22,017.4 |  |  |  |  | 20,787.5 | 
|Non-controlling interests             |  |                    |  | 1,060.1  |  |      |  |      | 217.5    |      |  |  |  | 203.0    |  |  |  |  | 278.7    |  |  |  |  | 224.1    | 
|Interest-bearing loans and borrowings |  |                    |  | 2,306.0  |  |      |  |      | 1,890.2  |      |  |  |  | 4,164.2  |  |  |  |  | 6,460.2  |  |  |  |  | 7,069.6  | 
|Employee benefits                     |  |                    |  | 1,780.9  |  |      |  |      | 1,603.0  |      |  |  |  | 966.2    |  |  |  |  | 767.9    |  |  |  |  | 784.3    | 
|Deferred tax liabilities              |  |                    |  | 1,048.3  |  |      |  |      | 734.5    |      |  |  |  | 548.7    |  |  |  |  | 502.2    |  |  |  |  | 821.2    | 
|Provisions                            |  |                    |  | 518.1    |  |      |  |      | 478.4    |      |  |  |  | 536.1    |  |  |  |  | 919.3    |  |  |  |  | 962.9    | 
|Total non-current liabilities         |  |                    |  | 8,717.3  |  |      |  |      | 5,902.7  |      |  |  |  | 7,558.6  |  |  |  |  | 9,313.2  |  |  |  |  | 10,264.3 | 
|Interest-bearing loans and borrowings |  |                    |  | 837.8    |  |      |  |      | 2,212.1  |      |  |  |  | 2,606.2  |  |  |  |  | 801.1    |  |  |  |  | 3,588.2  | 
|Provisions                            |  |                    |  | 137.5    |  |      |  |      | 101.6    |      |  |  |  | 103.0    |  |  |  |  | 96.2     |  |  |  |  | 101.8    | 
|Total current liabilities             |  |                    |  | 15,518.8 |  |      |  |      | 14,407.9 |      |  |  |  | 10,554.7 |  |  |  |  | 8,491.7  |  |  |  |  | 10,537.1 | 
|Total equity and liabilities          |  |                    |  | 54,159.9 |  |      |  |      | 46,139.4 |      |  |  |  | 42,678.2 |  |  |  |  | 40,101.0 |  |  |  |  | 41,813.0 | 

Other Data



|                                                         |  |                                            |  |          |   |      |  |      |          |      |  |  |  |          |   |  |  |  |          |   |  |  |  |          |  
|-------------------------------------------------------- |  | ------------------------------------------ |  | -------- | - | ---- |  | ---- | -------- | ---- |  |  |  | -------- | - |  |  |  | -------- | - |  |  |  | -------- | -
|                                                         |  | As at and for the year Ended December 31, 
|                                                         |  | 2012                                       |  | 2011     |   | 2010 |  | 2009 |          | 2008
|                                                         |  | (in R$ million, except for operating data)
|Other Financial Information:                             |  |                                            |  |          |   |      |  |      |          |      |  |  |  |          |   |  |  |  |          |   |  |  |  |          |  
|Net working capital (4)                                  |  |                                            |  | 737.2    |   |      |  |      | 271.6    |      |  |  |  | 2,356.2  |   |  |  |  | 1,811.4  |   |  |  |  | (1,243.8 | )
|Cash dividends and interest on shareholders equity paid |  |                                            |  | 5,450.1  |   |      |  |      | 5,475.4  |      |  |  |  | 5,030.8  |   |  |  |  | 3,560.5  |   |  |  |  | 2,801.8  |  
|Depreciation and amortization (5)                        |  |                                            |  | 1,768.6  |   |      |  |      | 1,454.7  |      |  |  |  | 1,567.2  |   |  |  |  | 1,376.5  |   |  |  |  | 1,290.7  |  
|Capital expenditures (6)                                 |  |                                            |  | 3,014.0  |   |      |  |      | 3,200.2  |      |  |  |  | 2,286.8  |   |  |  |  | 1,438.8  |   |  |  |  | 1,957.3  |  
|Operating cash flows - generated (7)                     |  |                                            |  | 14,128.6 |   |      |  |      | 12,606.8 |      |  |  |  | 10,062.9 |   |  |  |  | 8,697.1  |   |  |  |  | 7,032.6  |  
|Investing cash flows - used (7)                          |  |                                            |  | (5,717.3 | ) |      |  |      | (2,203.4 | )    |  |  |  | (3,174.3 | ) |  |  |  | (1,551.8 | ) |  |  |  | (2,214.1 | )
|Financing cash flows - used (7)                          |  |                                            |  | (7,652.3 | ) |      |  |      | (8,652.0 | )    |  |  |  | (4,861.6 | ) |  |  |  | (5,929.0 | ) |  |  |  | (4,005.7 | )
|Other Operating Data:                                    |  |                                            |  |          |   |      |  |      |          |      |  |  |  |          |   |  |  |  |          |   |  |  |  |          |  
|Total production capacity - Beer - million hl (8)        |  |                                            |  | 192.6    |   |      |  |      | 176.5    |      |  |  |  | 163.3    |   |  |  |  | 156.7    |   |  |  |  | 156.9    |  
|Total production capacity - CSD & NANC - million hl (8)  |  |                                            |  | 87.0     |   |      |  |      | 86.2     |      |  |  |  | 83.7     |   |  |  |  | 79.9     |   |  |  |  | 78.9     |  
|Total beer volume sold - million hl (9)                  |  |                                            |  | 122.5    |   |      |  |      | 118.7    |      |  |  |  | 119.2    |   |  |  |  | 110.7    |   |  |  |  | 105.0    |  
|Total CSD & NANC volume sold - million hl (9)            |  |                                            |  | 47.4     |   |      |  |      | 46.3     |      |  |  |  | 46.0     |   |  |  |  | 44.0     |   |  |  |  | 41.9     |  
|Number of employees (10)                                 |  |                                            |  | 51,299   |   |      |  |      | 46,503   |      |  |  |  | 44,924   |   |  |  |  | 40,787   |   |  |  |  | 39,301   |  



4



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Footnotes to selected financial information:



|(1) | General and administrative expenses include directors fees.
|--- | ------------------------------------------------------------



|(2) | The dividend and interest on shareholders equity per share was calculated based on the amount paid in the year and net of withholding tax.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Earnings per share are calculated dividing the net income by the weighted average number of common and preferred shares outstanding during the periods. Ambevs
preferred shares are entitled to dividends 10% greater than the dividends paid to common shares. For purposes of comparison, information relating to the number of shares and earnings per share for all periods presented has been represented to
conform retrospectively to the effect of the 2010 split. Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potentially dilutive shares comprising the net income
attributable to equity holders of Ambev and the weighted average number of shares outstanding during the year. Basic is the calculation of earnings per share before special items, which is based on the net income before special items, attributable
to equity holders of Ambev.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Represents total current assets less total current liabilities.
|--- | ---------------------------------------------------------------



|(5) | Includes depreciation of property, plant and equipment, amortization of intangible assets and impairment losses related to these assets.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(6) | Represents cash expenditures for property, plant, equipment and intangible assets.
|--- | ----------------------------------------------------------------------------------



|(7) | Operating, Investing and Financing cash flows data is derived from our Consolidated Cash Flow Statements.
|--- | ---------------------------------------------------------------------------------------------------------



|(8) | Represents available production capacity at year end of Ambev and its subsidiaries; capacity can vary from year to year depending on mix; hl is the abbreviation for
hectoliters.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Represents full-year volumes of Ambev and its subsidiaries.
|--- | -----------------------------------------------------------



|(10) | Includes all production and non-production-related employees of Ambev and its subsidiaries.
|---- | -------------------------------------------------------------------------------------------

Dividends

Dividend Policy

The timing, frequency and amount of future dividend payments, if any, will depend upon various factors the Board of Directors of Ambev
considers relevant, including the earnings and the financial condition of Ambev. Ambevs bylaws provide for a minimum mandatory dividend of 35% of its adjusted annual net income, if any, as determined under Brazilian GAAP in the parent company
financial statements. Brazilian companies are permitted to pay limited amounts of interest attributable to capital to shareholders, referred to as interest on shareholders equity, and treat such payments as an expense for Brazilian income and
social contribution tax purposes. This notional interest distribution is treated for accounting purposes as a deduction from shareholders equity in a manner similar to a dividend. The benefit from the tax deductible interest on
shareholders equity is recognized in income. The minimum mandatory dividend includes amounts paid as interest on shareholders equity. However, payment of such interest on shareholders equity is subject (including ADSs) to Brazilian
withholding income tax, whereas no such payment is required in connection with dividends paid. For further information on this matter see Item 10. Additional InformationTaxationBrazilian Tax Considerations.

Adjusted income not distributed as dividends or as interest on shareholders equity may be capitalized, used to absorb losses or
otherwise appropriated as allowed under Brazilian Corporation Law or our bylaws; therefore, any adjusted income may no longer be available to be paid as dividends. Ambev may also not pay dividends to its shareholders in any particular fiscal year,
upon the determination by the Board of Directors that such distribution would be inadvisable in view of Ambevs financial condition. Any such dividends not distributed would be allocated to a special reserve account for future payment to
shareholders, unless it is used to offset subsequent losses. For further information on this matter see Risk FactorsRisks Relating to our SecuritiesAmbev shareholders may not receive any dividends. Any dividends or
interest on shareholders equity payable on Ambevs preferred shares must be 10% greater than those payable on Ambevs common shares. See Item 10. Additional InformationMemorandum and Articles of AssociationDividends
and ReservesDividend Preference of Preferred Shares.



5



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For further information on provisions of the Brazilian Corporation Law relating to required
reserves and payment of dividends or interest on shareholders equity, as well as specific rules applicable to the payment of dividends by Ambev, see Item 10. Additional InformationMemorandum and Articles of
AssociationDividends and Reserves.

Ambev - Dividends and Interest on Shareholders Equity

The following table shows the cash dividends paid by Ambev to its preferred and common shareholders since the first half of 2008 in
reais and in U.S. dollars (translated from reais at the commercial exchange rate as of the date of payment). The amounts include interest on shareholders equity, net of withholding tax. See Item 10. Additional
InformationMemorandum and Articles of AssociationDividends and ReservesInterest Attributable to Shareholders Equity. See Item 4. Information on the CompanyHistory and Development of the Company.
The last distribution of dividends approved, which relates to the fiscal year of 2012, were scheduled for first payment on March 28, 2013.



|                    |  |                    |  |                             |  |                                                      |  |     
|------------------- |  | ------------------ |  | --------------------------- |  | ---------------------------------------------------- |  | ----
|Earnings Generated  |  | First payment date |  | Reaisper        
shares (1) |  | U.S. dollar equivalent pershare at paymentdate(1)(2)
|First half 2008     |  | April 28, 2008     |  | 0.37                        |  | (preferred)                                          |  | 0.22
|                    |  |                    |  | 0.33                        |  | (common)                                             |  | 0.20
|                    |  | July 31, 2008      |  | 0.33                        |  | (preferred)                                          |  | 0.21
|                    |  |                    |  | 0.30                        |  | (common)                                             |  | 0.19
|Second half 2008    |  | October 13, 2008   |  | 0.28                        |  | (preferred)                                          |  | 0.13
|                    |  |                    |  | 0.25                        |  | (common)                                             |  | 0.12
|First half 2009     |  | January 30, 2009   |  | 0.07                        |  | (preferred)                                          |  | 0.03
|                    |  |                    |  | 0.07                        |  | (common)                                             |  | 0.03
|                    |  | May 29, 2009       |  | 0.08                        |  | (preferred)                                          |  | 0.04
|                    |  |                    |  | 0.07                        |  | (common)                                             |  | 0.04
|                    |  | July 31, 2009      |  | 0.24                        |  | (preferred)                                          |  | 0.13
|                    |  |                    |  | 0.22                        |  | (common)                                             |  | 0.12
|Second half 2009    |  | October 2, 2009    |  | 0.33                        |  | (preferred)                                          |  | 0.19
|                    |  |                    |  | 0.30                        |  | (common)                                             |  | 0.17
|                    |  | December 18, 2009  |  | 0.43                        |  | (preferred)                                          |  | 0.24
|                    |  |                    |  | 0.39                        |  | (common)                                             |  | 0.22
|First half 2010     |  | April 1, 2010      |  | 0.33                        |  | (preferred)                                          |  | 0.18
|                    |  |                    |  | 0.30                        |  | (common)                                             |  | 0.17
|Second half 2010    |  | October 14, 2010   |  | 0.65                        |  | (preferred)                                          |  | 0.39
|                    |  |                    |  | 0.59                        |  | (common)                                             |  | 0.36
|                    |  | December 15, 2010  |  | 0.67                        |  | (preferred)                                          |  | 0.39
|                    |  |                    |  | 0.61                        |  | (common)                                             |  | 0.36
|First half 2011     |  | March 22, 2011     |  | 0.62                        |  | (preferred)                                          |  | 0.37
|                    |  |                    |  | 0.56                        |  | (common)                                             |  | 0.34
|Second half 2011    |  | August 5, 2011     |  | 0.39                        |  | (preferred)                                          |  | 0.24
|                    |  |                    |  | 0.35                        |  | (common)                                             |  | 0.22
|                    |  | November 18, 2011  |  | 0.78                        |  | (preferred)                                          |  | 0.44
|                    |  |                    |  | 0.71                        |  | (common)                                             |  | 0.40
|First half 2012     |  | April 10, 2012     |  | 0.83                        |  | (preferred)                                          |  | 0.45
|                    |  |                    |  | 0.75                        |  | (common)                                             |  | 0.41
|Second half 2012... |  | July 27, 2012      |  | 0.40                        |  | (preferred)                                          |  | 0.20
|                    |  |                    |  | 0.37                        |  | (common)                                             |  | 0.18
|                    |  | October 15, 2012   |  | 0.56                        |  | (preferred)                                          |  | 0.28
|                    |  |                    |  | 0.51                        |  | (common)                                             |  | 0.25
|First half 2013     |  | January 21, 2013   |  | 0.99                        |  | (preferred)                                          |  | 0.49
|                    |  |                    |  | 0.90                        |  | (common)                                             |  | 0.44
|                    |  | March 28, 2013     |  | 0.70                        |  | (preferred)                                          |  | 0.35
|                    |  |                    |  | 0.64                        |  | (common)                                             |  | 0.32



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|(1) | The amounts set forth above are amounts actually received by shareholders, which are net of withholding tax. The financial statements present the amounts actually
disbursed, including the withholding tax on interest on shareholders equity, which was paid by Ambev on behalf of shareholders. The dividends set forth above are calculated based on the number of outstanding shares at the date the
distributions were declared. For purposes of comparison, information relating to the number of shares and earnings per share for all periods presented has been represented to conform retrospectively to the effect of the 2010 split. See Item 7.
Major Shareholders and related party transaction A. Major Shareholders.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Translated to U.S. dollars at the exchange rate in effect at the first scheduled payment date.
|--- | ----------------------------------------------------------------------------------------------

Exchange Rate Information

Since March 2005, with the issuance of
Resolution No. 3,265 by the Conselho Monetário Nacional (National Monetary Council), or the CMN, all foreign exchange transactions in Brazil are carried out through institutions authorized to operate in the consolidated market and
are subject to registration with the electronic registration system of the Central Bank. Foreign exchange rates continue to be freely negotiated, but may be influenced by Central Bank intervention.

Since 1999, the Central Bank has allowed the real/U.S. dollar exchange rate to float freely, and during that period, the
real/U.S. dollar exchange rate has fluctuated considerably. In the past, the Central Bank has intervened occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian federal
government will continue to let the real float freely or will intervene in the exchange rate market through a currency band system or otherwise. The real may depreciate or appreciate against the U.S. dollar substantially in the future.
See Item 3D. Risk FactorsRisks Relating to Brazil.

The following table sets forth the selling
exchange rate, expressed in reais per U.S. dollar, for the periods indicated. The information in the Average column represents the average of the exchange rates on the last day of each month during the periods presented.



|     |  |                      |  |       |  |         |  |            |       |  |  |  |  |       |  |  |  |  |       | 
|---- |  | -------------------- |  | ----- |  | ------- |  | ---------- | ----- |  |  |  |  | ----- |  |  |  |  | ----- | 
|     |  | Reaisper U.S. Dollar
|Year |  | High                 |  | Low   |  | Average |  | Period End
|2008 |  |                      |  | 2.500 |  |         |  |            | 1.559 |  |  |  |  | 1.834 |  |  |  |  | 2.337 | 
|2009 |  |                      |  | 2.422 |  |         |  |            | 1.702 |  |  |  |  | 1.994 |  |  |  |  | 1.741 | 
|2010 |  |                      |  | 1.881 |  |         |  |            | 1.655 |  |  |  |  | 1.756 |  |  |  |  | 1.666 | 
|2011 |  |                      |  | 1.902 |  |         |  |            | 1.535 |  |  |  |  | 1.677 |  |  |  |  | 1.876 | 
|2012 |  |                      |  | 2.112 |  |         |  |            | 1.702 |  |  |  |  | 1.955 |  |  |  |  | 2.044 | 



Source: Central Bank.



|                            |  |                       |  |       |  |  |  |  |       | 
|--------------------------- |  | --------------------- |  | ----- |  |  |  |  | ----- | 
|                            |  | Reaisper U.S. 
Dollar
|Month                       |  | High                  |  | Low  
|October 2012                |  |                       |  | 2.038 |  |  |  |  | 2.022 | 
|November 2012               |  |                       |  | 2.107 |  |  |  |  | 2.031 | 
|December 2012               |  |                       |  | 2.112 |  |  |  |  | 2.044 | 
|January 2013                |  |                       |  | 2.047 |  |  |  |  | 1.988 | 
|February 2013               |  |                       |  | 1.989 |  |  |  |  | 1.957 | 
|March 2013                  |  |                       |  | 2.019 |  |  |  |  | 1.953 | 
|April 2013 (until April 19) |  |                       |  | 2.024 |  |  |  |  | 1.974 | 



Source: Central Bank.

We pay cash dividends and make other cash
distributions in reais. Accordingly, exchange rate fluctuations may affect the U.S. dollar amounts received by the holders of ADSs on conversion by the depositary of such distributions into U.S. dollars for payment to holders of ADSs.
Fluctuations in the exchange rate between the real and the U.S. dollar may also affect the U.S. dollar equivalent of real price of our shares on the São Paulo



7



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##### Table of Contents

Stock, Commodities and Futures Exchange (BM&FBOVESPA S.A. -Bolsa de Valores, Mercadorias e Futuros), or the BM&FBOVESPA. For further information on this matter see
Risk FactorsRisks Relating to Our Shares.

Exchange Controls

There are no restrictions on ownership of the ADSs or the preferred shares or common shares by individuals or legal entities domiciled
outside Brazil. However, the right to convert dividend payments, interest on shareholders equity payments and proceeds from the sale of preferred shares or common shares into foreign currency and to remit such amounts outside Brazil is subject
to exchange control restrictions and foreign investment legislation which generally requires, among other things, that relevant investments be registered with the Central Bank and the Comissão de Valores Mobiliários(Securities
Commission), or the CVM.

Restrictions on the remittance of foreign capital abroad could hinder or prevent Banco Bradesco
S.A., the custodian of Ambev ADS program, or the custodian, or holders who have exchanged Ambevs ADSs for shares of Ambev, from converting dividend distributions, interest on shareholders equity or the proceeds from any sale of shares of
Ambev into U.S. dollars and remitting such U.S. dollars abroad. Holders of Ambev ADSs could be adversely affected by delays in or refusal to grant any required governmental approval for conversions of real payments and remittances abroad.

Under Brazilian law relating to foreign investment in the Brazilian capital markets, or the Foreign Investment Regulations,
foreign investors registered with CVM, and acting through authorized custodial accounts managed by local agents may buy and sell shares on Brazilian stock exchanges without obtaining separate certificates of registration for each transaction.
Foreign investors may register their investment under Law No. 4,131/62 as amended, or Law No. 4,131, or Resolution No. 2,689/00 of the CMN as amended, or Resolution No. 2,689.

Law No. 4,131 is the main legislation concerning foreign capital and direct equity investments in Brazilian companies and it is
applicable to any amount that enters the country in the form of foreign currency, goods and services. Except for registration of the capital inflow/outflow with the Central Bank, non-resident investors directly investing in equity of Brazilian
companies do not need any specific authorization to make such investments.

Under Resolution No. 2,689, foreign investors
may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain requirements are fulfilled. In accordance with Resolution No. 2,689, the definition
of a foreign investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad.

In order to become a Resolution No. 2,689 investor, a foreign investor must:



| |  |  | Appoint at least one representative in Brazil, with powers to perform actions relating to its investment;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Appoint an authorized custodian in Brazil for its investments, which must be a financial institution or entity duly authorized by the Central Bank or
CVM;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Complete the appropriate foreign investor registration form;
| | - |  | ------------------------------------------------------------



| |  |  | Register as a foreign investor with the CVM; and
| | - |  | ------------------------------------------------



| |  |  | Register its foreign investment with the Central Bank.
| | - |  | ------------------------------------------------------



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In addition, an investor operating under the provisions of Resolution No. 2,689 must be
registered with the Brazilian Internal Revenue Services (Secretaria da Receita Federal), pursuant to its Regulatory Instruction No. 1,183 of August 19, 2011, as amended and Regulatory Instruction No. 1,042 of June 10,
2010, as amended.

Pursuant to the registration obtained by Ambev with the Central Bank in the name of The Bank of New York,
as depositary for the ADS programs of Ambev, or the Depositary, with respect to the ADSs to be maintained by the custodian on behalf of the Depositary, the custodian and the Depositary will be able to convert dividends and other distributions with
respect to the Ambev shares represented by ADSs into foreign currency and remit the proceeds outside Brazil. In the event that a holder of ADSs exchanges such ADSs for Ambev shares, such holder will be entitled to continue to rely on the
Depositarys registration for only five business days after such exchange. After that, such holder must seek to obtain its own registration pursuant to Law No. 4,131 or Resolution No. 2,689. Thereafter, unless any such holder has
registered its investment with the Central Bank, such holder may not convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such Ambev shares.

Under current legislation, the Brazilian government may impose temporary restrictions on remittances of foreign capital abroad in the
event of a serious imbalance or an anticipated serious imbalance of Brazils balance of payments. For approximately six months in 1989 and early 1990, the Brazilian government froze all dividend and capital repatriations held by the Central
Bank that were owed to foreign equity investors in order to conserve Brazils foreign currency reserves. These amounts were subsequently released in accordance with Brazilian government directives. We cannot assure you that the Brazilian
government will not impose similar restrictions on foreign repatriations in the future. See Risk FactorsRisks Relating to Brazil and Other Countries in Which We Operate and Risk FactorsRisks Relating to Our
Shares.



|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.



|C. | Reasons for the Offer and Use of Proceeds
|-- | -----------------------------------------

Not applicable.



|D. | Risk Factors
|-- | ------------

Before
making an investment decision, you should consider all of the information set forth in this annual report. In particular, you should consider the special features applicable to an investment in Brazil and applicable to an investment in Ambev,
including those set forth below. In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of issuers in the United States.

For purposes of this section, when we state that a risk, uncertainty or problem, may, could or would have an adverse effect on us we mean
that the risk, uncertainty or problem may, could or would have an adverse effect on our business, financial condition, liquidity, results of our operations or prospects, except as otherwise indicated or as the context may otherwise require. You
should view similar expressions in this section as having a similar meaning.

Risks Relating to Brazil and other Countries in Which We
Operate

Economic uncertainty and volatility in Brazil may adversely affect our business.

Our most significant market is Brazil, which has periodically experienced extremely high rates of inflation. Inflation, along with
governmental measures to fight inflation and public speculation about possible future measures, has had significant negative effects on the Brazilian economy. The annual rates of inflation, as



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measured by the Índice Nacional de Preços ao Consumidor(National Consumer Price Index), reached a hyper-inflationary peak of 2,489.1% in 1993. Brazilian inflation, as
measured by the same index, was 6.5% in 2008, 4.1% in 2009, 6.5% in 2010, 6.1% in 2011 and 6.2% in 2012. Brazil may experience high levels of inflation in the future. There can be no assurance that recent lower levels of inflation will continue.
Future governmental actions, including actions to adjust the value of the real, may trigger increases in inflation. We cannot assure you that inflation will not affect our business in the future. In addition, any Brazilian governments
actions to maintain economic stability, as well as public speculation about possible future actions, may contribute significantly to economic uncertainty in Brazil and may heighten volatility in the Brazilian securities markets and securities issued
abroad by Brazilian issuers. It is also difficult to assess the impact that turmoil in the credit markets will have in the Brazilian economy, and as a result on our future operations and financial results.

The Brazilian currency has devalued frequently during the last four decades. Throughout this period, the Brazilian government has
implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations and periodic mini-devaluations, during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate
systems, exchange controls and dual exchange rate markets. There have been significant fluctuations in the exchange rates between Brazilian currency and the U.S. dollar and other currencies. For example, the real/U.S. dollar exchange rate
depreciated from R$2.320 per US$1.00 at December 31, 2001 to R$3.533 at December 31, 2002. The exchange rate reached R$3.955 per US$1.00 in October 2002. From 2002 through late 2008 the real appreciated against the U.S. dollar.

During 2008, as a result of financial market volatility, the realdepreciated by 24.2%, resulting in an exchange rate
of R$2.337 per US$1.00 as of December 31, 2008. In 2009, the real appreciated by 34.2%, resulting in an exchange rate of R$1.741 per US$1.00 as of December 31, 2009. In 2010, the real appreciated by 4.5% resulting in an
exchange rate of R$1.666 per US$1.00 as of December 31, 2010. In 2011, the real depreciated by 12.5% resulting in an exchange rate of R$1.876 per U.S. $1.00 as of December 31, 2011. In 2012, the real depreciated by 8.9%
resulting in an exchange rate of R$2.044 per U.S. $1.00 as of December 31, 2012.

Devaluation of the real relative
to the U.S. dollar may create additional inflationary pressures in Brazil by generally increasing the price of imported products and requiring recessionary governmental policies to curb aggregate demand. On the other hand, further appreciation of
the real against the U.S. dollar may lead to a deterioration of the current account and the balance of payments, as well as dampen export-driven growth. The potential impact of the floating exchange rate and measures of the Brazilian
government aimed at stabilizing the real is uncertain. In addition, a substantial increase in inflation may weaken investor confidence in Brazil, impacting our ability to finance our operations through the international capital markets.

Devaluation of thereal relative to the U.S. dollar may adversely affect our financial performance.

Most of our sales are in reais; however, a significant portion of our debt is denominated in or indexed to U.S. dollars. In
addition, a significant portion of our cost of sales, in particular those related to packaging such as cans and bottles made of polyethylene terephthalate, or PET, as well as sugar, hops and malt are also denominated in or linked to U.S. dollars.
Therefore, any devaluation of the real may increase our financial expenses and operating costs and could affect our ability to meet our foreign currency obligations. Although our current policy is to hedge substantially all of our U.S.
dollar-denominated debt and cost of sales against changes in foreign exchange rates, we cannot assure you that such hedging will be possible at all times in the future.

Volatility in commodities prices may adversely affect our financial performance.

A significant portion of our cost of sales is comprised of commodities such as aluminum, sugar, hops and barley, the prices of which fluctuated significantly in 2012. An increase in commodities prices
directly affects our operating costs. Although our current policy is to mitigate our exposure risks to commodity prices whenever financial instruments are available, we cannot assure that such hedging will be possible at all times in the future.



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Set forth below is a table showing the volatility in prices of the commodities we purchase:



|                     |  |            |  |           |  |           |  |             |          |  |  |  |  |          |  |  |  |  |       |  
|-------------------- |  | ---------- |  | --------- |  | --------- |  | ----------- | -------- |  |  |  |  | -------- |  |  |  |  | ----- | -
|Commodity            |  | High Price |  | Low Price |  | Avg. 2012 |  | Fluctuation
|Aluminum (US$/Ton)   |  |            |  | 2,353.00  |  |           |  |             | 1,836.00 |  |  |  |  | 2,052.09 |  |  |  |  | 28.16 | %
|Sugar (Cents/Pounds) |  |            |  | 26.50     |  |           |  |             | 18.54    |  |  |  |  | 21.57    |  |  |  |  | 42.93 | %
|Corn (R$/Bag)        |  |            |  | 36.75     |  |           |  |             | 23.41    |  |  |  |  | 29.08    |  |  |  |  | 56.98 | %
|Wheat (Cents/Bushel) |  |            |  | 943.25    |  |           |  |             | 591.25   |  |  |  |  | 751.25   |  |  |  |  | 59.53 | %
|PET (US$/Ton)        |  |            |  | 1,596.30  |  |           |  |             | 1,214.00 |  |  |  |  | 1,421.40 |  |  |  |  | 31.49 | %

Increases in taxes levied on beverage products in Brazil and unfair competition arising from tax evasion may adversely
affect our results and profitability.

Increases in Brazils already high levels of taxation could adversely affect
our profitability. Increases in taxes on beverage products usually result in higher beverage prices for consumers. Higher beverage prices generally result in lower levels of consumption and, therefore, lower net sales. Lower net sales result in
lower margins because some of our costs are fixed and thus do not vary significantly based on the level of production. We cannot assure you that the government will not increase current tax levels, at both state and/or federal levels, and that this
will not impact our business. In November 2008, the Brazilian Congress approved certain changes (effective January 1, 2009) to the taxable basis and tax rates of the Imposto Sobre Produtos Industrializados, or IPI (the Brazilian federal
excise tax) and the PIS/COFINS (Brazilian social contribution sales taxes). Under the previous system, these taxes were paid as a fixed R$/hectoliter rate by all taxpayers. The new system establishes that higher priced brands pay higher taxes per
hectoliter than lower priced ones. The increase in Ambevs IPI and PIS/COFINS tax burden is dependent on Ambevs price, packaging and brand mix. No assurance can be given that the Brazilian government will not consider further tax
increases in the future.

In 2012, taxes on the beverage industry were increased in federal and state levels. The federal
taxes were increased in October 2012 based on price to consumer researches. Moreover, the following five Brazilian states increased their rates of the value added-tax on the distribution of goods and services, or the ICMS, for beer: Minas Gerais,
Ceara, Amazonas, Mato Gross and Distrito Federal.

In addition, the Brazilian beverage industry experiences unfair competition
arising from tax evasion, which is primarily due to the high level of taxes on beverage products in Brazil. An increase in taxes may lead to an increase in tax evasion, which could result in unfair pricing practices in the industry. The federal
government issued regulations requiring the mandatory installation of production (volume) control systems, or the SICOBE, in all Brazilian beer and carbonated soft drinks, or CSD, factories in order to assist governments fight tax evasion in the
beverage industry. The installation of this equipment in the production lines has been completed and it covers more than 98% of our total volume. The objective of reducing tax evasion is being achieved for federal taxes. The state governments have
started using the data from SICOBE in order to identify potential state tax evasion; however this procedure is being still implemented by the states and no sanctions have been issued yet.

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy; Brazilian economic and political conditions have a direct impact on our business.

The Brazilian economy has been characterized by significant involvement on the part of the Brazilian government, which
often changes monetary, credit and other policies to influence Brazils economy. The Brazilian governments actions to control inflation and affect other policies have often involved wage and price controls, the Central Banks base
interest rates, as well as other measures, such as the freezing of bank accounts, which occurred in 1990.



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Actions taken by the Brazilian government concerning the economy may have important effects
on Brazilian corporations and other entities, including Ambev, and on market conditions and prices of Brazilian securities. Our financial condition and results of operations may be adversely affected by the following factors and the Brazilian
governments response to the following factors:



| |  |  | Devaluations and other exchange rate movements;
| | - |  | -----------------------------------------------



| |  |  | Inflation;
| | - |  | ----------



| |  |  | Investments;
| | - |  | ------------



| |  |  | Exchange control policies;
| | - |  | --------------------------



| |  |  | Employment Levels;
| | - |  | ------------------



| |  |  | Social instability;
| | - |  | -------------------



| |  |  | Price instability;
| | - |  | ------------------



| |  |  | Energy shortages;
| | - |  | -----------------



| |  |  | Interest rates;
| | - |  | ---------------



| |  |  | Liquidity of domestic capital and lending markets;
| | - |  | --------------------------------------------------



| |  |  | Tax policy; and
| | - |  | ---------------



| |  |  | Other political, diplomatic, social and economic developments in or affecting Brazil.
| | - |  | -------------------------------------------------------------------------------------

Our Latin America South operations are subject to substantial risks relating to its business and operations in Argentina and other countries in which
it operates.

We own 100% of the total share capital of Quilmes International (Bermuda) Ltd., or QIB, the net revenues
from which in 2012 corresponded to 18.3% of Ambevs consolidated results. QIB is a holding company with operating subsidiaries in Argentina and other South American countries. As a result, QIBs financial condition and results of
operations may be adversely affected by the political instability, fluctuations in the economy and governmental actions concerning the economy of Argentina and the other countries in which its subsidiaries operate and, consequently, affect our
consolidated results.

For example, in the early 2000s, Argentina experienced political and economic instability. A widespread
recession occurred in 2002, including a 10.9% decrease in real GDP, high unemployment and high inflation. In the past, the Argentine economic and social situation has rapidly deteriorated, and may quickly deteriorate in the future; we cannot assure
you that the Argentine economy will not rapidly deteriorate as in the past.

The devaluation of the Argentine peso, inflation
and deteriorating macroeconomic conditions in Argentina could have, and may continue to have, a material adverse effect on our Latin America South operations and their results and in our ability to transfer funds from and within Argentina. If the
economic or political situation in Argentina deteriorates, or if additional foreign exchange restrictions are implemented in Argentina, our liquidity and operations, and our ability to access funds from Argentina could be adversely affected.



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Risks Relating to Ambev and its Subsidiaries

We are subject to Brazilian and other antitrust regulations.

We have a substantial share of the beer market in Brazil and thus we are subject to constant monitoring by Brazilian antitrust authorities. In addition, in connection with the combination of Companhia
Cervejaria Brahma, or Brahma, and Companhia Antarctica Paulista Indústria Brasileira de Bebidas e Conexos, or Antarctica, upon the creation of Ambev in 1999, we entered into a performance agreement with the Brazilian antitrust authorities,
which required us to comply with a number of restrictions. We are also party to a number of antitrust legal proceedings. For further information on this matter see Item 8. Financial InformationConsolidated Financial Statements and Other
Financial InformationLegal ProceedingsAntitrust matters. We cannot assure you that Brazilian antitrust regulation will not affect our business in the future.

Ambevs participation in the Argentine beer market increased substantially following the acquisition of our interest in Quilmes Industrial Société Anonyme, or Quinsa. Our operation in
Argentina is subject to constant monitoring by Argentinean antitrust authorities. For further information on this matter see Item 4. Information on the CompanyHistory and Development of the CompanyInterest in Quinsa. We
cannot assure you that Argentinean antitrust regulation will not affect our business in Argentina in the future, and therefore, impact the benefits that Ambev anticipates will be generated from this investment.

We are subject to regulation on alcoholic and CSD beverages in the countries in which we operate.

Our business is regulated by federal, state, provincial and local laws and regulations regarding such matters as licensing requirements,
marketing practices and related matters. We may be subject to claims that we have not complied with existing laws and regulations, which could result in fines and penalties. Recently, the federal government as well as certain Brazilian states and
municipalities in which we operate have enacted legislation restricting the hours of operations of certain points of sale, prohibiting the sale of alcoholic beverages at highway points of sale and prohibiting the sale of CSDs in schools. In
addition, the Brazilian Congress is evaluating proposed regulation imposing hygienic seals on beverage cans, as well as regulation on the consumption, sales and marketing of alcoholic beverages, including beer which, if enacted, may impose
restrictions on the advertisement of alcoholic beverage products on television during specified times of the day and the hours of operation of certain points of sale, among other things. These restrictions may adversely impact our results of
operations. For further information, see Item 4. Information on the CompanyBusiness OverviewRegulation.

In addition, there is a global trend of increasing regulatory restrictions with respect to the sale of alcoholic and CSD beverages.
Compliance with such regulatory restrictions can be costly and may affect earnings in the countries in which we operate.

Our results of
operations are affected by fluctuations in exchange rates.

We have historically reported our consolidated results in
reais. In 2012, we derived approximately 34.9% of our net revenues from operating companies that have functional currencies that are not reais (that is, in most cases, the local currency of the respective operating company).
Consequently, any change in exchange rates between our operating companies functional currencies and reais will affect our consolidated income statement and balance sheet. Decreases in the value of our operating companies
functional currencies against reais will tend to reduce those operating companies contributions in terms of our financial condition and results of operations.

In addition to currency translation risk, we incur currency transaction risks whenever one of our operating companies enters into transactions using currencies other than their respective functional
currencies, including purchase or sale transactions and the issuance or incurrence of debt. Although we have hedge policies



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in place to manage commodity price and foreign currency risks to mitigate our exposure to currencies other than our operating companies functional currencies, there can be no assurance that
such policies will be able to successfully hedge against the effects of such foreign exchange exposure, particularly over the long-term.

If we do not successfully comply with laws and regulations designed to combat governmental corruption in countries in which we sell our products, we
could become subject to fines, penalties or other regulatory sanctions and our sales and profitability could suffer.

Although we are committed to conducting business in a legal and ethical manner in compliance with local and international statutory
requirements and standards applicable to our business, there is a risk that our employees or representatives may take actions that violate applicable laws and regulations that generally prohibit the making of improper payments to foreign government
officials for the purpose of obtaining or keeping business, including laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such as the U.S. Foreign Corrupt Practices Act.

Competition could lead to a reduction of our margins, increase costs and adversely affect our profitability.

Globally, brewers compete mainly on the basis of brand image, price, quality, distribution networks and customer service. Consolidation
has significantly increased the capital base and geographic reach of our competitors in some of the markets in which we operate, and competition is expected to increase further as the trend towards consolidation among companies in the beer industry
continues.

Competition may divert consumers and customers from our products. Competition in our various markets could cause
us to reduce pricing, increase capital investment, increase marketing and other expenditures, prevent us from increasing prices to recover higher costs, and thereby cause us to reduce margins or lose market share. Any of the foregoing could have a
material adverse effect on our business, financial condition and results of operations. Innovation faces inherent risks, and the new products we introduce may not be successful.

Additionally, the unfair pricing practices in some markets and the lack of transparency, or even certain illicit practices, such as tax
evasion and corruption, may skew the competitive environment, with material adverse effects on our profitability or ability to operate.

The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations.

Our foreign subsidiaries ability to distribute cash (to be used, among other things, to meet our financial obligations) through
dividends, intercompany advances, management fees and other payments is, to a large extent, dependent on the availability of cash flows at the level of such domestic and foreign subsidiaries and may be restricted by applicable laws and accounting
principles. In particular, 34.9% (R$11,253.2 million) of our total net revenues of R$32,231.0 million in 2012 came from our foreign subsidiaries. In addition to the above, some of our subsidiaries are subject to laws restricting their ability to pay
dividends or the amount of dividends they may pay.

If we are not able to obtain sufficient cash flows from our foreign
subsidiaries, this could negatively impact our business, results of operations and financial condition because insufficient cash at the Ambev holding company may constrain it from paying all of its obligations.

We rely on the reputation of our brands and damages to their reputation may have an adverse effect on us.

Our success depends on our ability to maintain and enhance the image and reputation of our existing products and to develop a favorable
image and reputation for new products. The image and reputation of our products may be reduced in the future; concerns about product quality, even when unfounded, could tarnish the image and reputation of our products. An event, or series of events,
that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that



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brand or business. Restoring the image and reputation of our products may be costly and may not be possible. Moreover, our marketing efforts are subject to restrictions on the permissible
advertising style, media and messages used. In a number of countries, for example, television is a prohibited medium for advertising alcoholic products, and in other countries, television advertising, while permitted, is carefully regulated. Any
additional restrictions in such countries, or the introduction of similar restrictions in other countries, may constrain our brand building potential and thus reduce the value of our brands and related revenues.

Negative publicity may harm our business.

Media coverage and publicity generally, can exert significant influence on consumer behavior and actions. If the social acceptability of beer or soft drinks were to decline significantly, sales of our
products could materially decrease. In recent years, there has been increased public and political attention directed at the alcoholic beverage and soft drink industries. This attention is a result of public concern over alcohol-related problems,
including drunk driving, underage drinking and health consequences resulting from the misuse of beer (for example, alcoholism), as well as soft-drink related problems, including health consequences resulting from the excessive consumption of soft
drinks (for example, obesity). Negative publicity regarding alcohol or soft drink consumption, publication of studies that indicate a significant health risk from consumption of alcohol or soft drinks, or changes in consumer perceptions in relation
to alcohol or soft drinks generally could adversely affect the sale and consumption of our products and could harm our business, results of operations, cash flows or financial condition as consumers and customers change their purchasing patterns.

Key brand names are used by us, our subsidiaries, associates and joint ventures, and licensed to third-party brewers. To the
extent that we, one of our subsidiaries, associates, joint ventures or licensees are subject to negative publicity, and the negative publicity causes consumers and customers to change their purchasing patterns, it could have a material adverse
effect on our business, results of operations, cash flows or financial condition. As we continue to expand our operations into emerging and growth markets, there is a greater risk that we may be subject to negative publicity, in particular in
relation to labor rights and local work conditions. Negative publicity that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business,
which could adversely impact our business, results of operations, cash flows and financial condition.

Demand for our products may be
adversely affected by changes in consumer preferences and tastes.

We depend on our ability to satisfy consumer
preferences and tastes. Consumer preferences and tastes can change in unpredictable ways due to a variety of factors, such as changes in demographics, consumer health concerns about obesity, product attributes and ingredients, changes in travel,
vacation or leisure activity patterns, weather, negative publicity resulting from regulatory action or litigation against us or comparable companies or a downturn in economic conditions. Consumers also may begin to prefer the products of competitors
or may generally reduce their demand for products in the category. Failure by us to anticipate or respond adequately to changes in consumer preferences and tastes could adversely impact our business, results of operations and financial condition.

Seasonal consumption cycles and adverse weather conditions may result in fluctuations in demand for our products.

Seasonal consumption cycles and adverse weather conditions in the markets in which we operate may have an impact on our operations. This
is particularly true in the summer months, when unseasonably cool or wet weather can affect sales volumes.



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If any of our products is defective or found to contain contaminants, we may be subject to product
recalls or other liabilities.

We take precautions to ensure that our beverage products are free from contaminants and
that our packaging materials (such as bottles, crowns, cans and other containers) are free of defects. Such precautions include quality-control programs for primary materials, the production process and our final products. We have established
procedures to correct problems detected.

In the event that contamination or a defect does occur in the future, it may lead to
business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial condition and results of operations.

Although we maintain insurance policies against certain product liability (but not product recall) risks, we may not be able to enforce
our rights in respect of these policies, and, in the event that a defect occurs, any amounts that we recover may not be sufficient to offset any damage we may suffer, which could adversely impact our business, results of operations and financial
condition.

We may not be able to protect our intellectual property rights.

Our future success depends significantly on our ability to protect our current and future brands and products and to defend our
intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how. We have been granted numerous trademark registrations covering our brands and products and have filed, and expect to continue to file, trademark
and patent applications seeking to protect newly developed brands and products. We cannot be sure that trademark and patent registrations will be issued with respect to any of our applications. There is also a risk that we could, by omission, fail
to renew a trademark or patent on a timely basis or that our competitors will challenge, invalidate or circumvent any existing or future trademarks and patents issued to, or licensed by, us.

Although we have put in place appropriate actions to protect our portfolio of intellectual property rights (including trademark
registration and domain names), we cannot be certain that the steps we have taken will be sufficient or that third parties will not infringe upon or misappropriate proprietary rights. If we are unable to protect our proprietary rights against
infringement or misappropriation, it could have a material adverse effect on our business, results of operations, cash flows or financial condition, and in particular, on our ability to develop our business.

We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could
negatively affect our business.

We rely on key third-party suppliers, including third-party suppliers for a range of raw
materials for beer and soft drinks, and for packaging material, including aluminum cans, glass, kegs and PET bottles. We seek to limit our exposure to market fluctuations in these supplies by entering into medium- and long-term fixed-price
arrangements. We have a limited number of suppliers of aluminum cans, glass and PET bottles. Consolidation of the aluminum can industry, glass and PET bottle industry in certain markets in which we operate has reduced local supply alternatives and
increased the risk of disruption to aluminum can, glass and PET bottle supplies. Although we generally have other suppliers of raw materials and packaging materials, the termination of or material change to arrangements with certain key suppliers,
disagreements with suppliers as to payment or other terms, or the failure of a key supplier to meet our contractual obligations or otherwise deliver materials consistent with current usage would or may require us to make purchases from alternative
suppliers, in each case at potentially higher prices than those agreed with this supplier, and this could have a material impact on our production, distribution and sale of beer and have a material adverse effect on our business, results of
operations, cash flows or financial condition.



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For certain packaging supplies, raw materials and commodities, we rely on a small number of
important suppliers. If these suppliers became unable to continue to meet our requirements, and we are unable to develop alternative sources of supply, our operations and financial results could be adversely affected.

We are exposed to the risk of litigation.

We are now and may in the future be party to legal proceedings and claims (including labor, tax and alcohol-related claims) and significant damages may be asserted against us. See Item 8. Financial
InformationConsolidated Financial Statements and other Financial InformationLegal Proceedings and note 30 to our audited consolidated financial statements as of December 31, 2012, and 2011 for a description of certain material
contingencies of the Company. Given the inherent uncertainty of litigation, it is possible that we might incur liabilities as a consequence of the proceedings and claims brought against us, including those that are not currently believed by us to be
reasonably possible.

We may not be able to recruit or retain key personnel.

In order to develop, support and market our products, we must hire and retain skilled employees with particular expertise. The
implementation of our strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies. We face various challenges inherent in the management of
a large number of employees over diverse geographical regions. Key employees may choose to leave their employment for a variety of reasons, including reasons beyond our control. The impact of the departure of key employees cannot be determined and
may depend on, among other things, our ability to recruit other individuals of similar experience and skill. It is not certain that we will be able to attract or retain key employees and successfully manage them, which could disrupt our business and
have an unfavorable material effect on our financial position, income from operations and competitive position.

Our operations are subject
to safety and environmental regulations, which could expose us to significant compliance costs and litigation relating to environmental issues.

Our operations are subject to safety and environmental regulations by national, state and local agencies, including, in certain cases, regulations that impose liability without regard to fault. These
regulations can result in liability which might adversely affect our operations. The environmental regulatory climate in the markets in which we operate is becoming stricter, with greater emphasis on enforcement.

While we have budgeted for future capital and operating expenditures to maintain compliance with environmental laws and regulations,
there can be no assurance that we will not incur substantial environmental liability or that applicable environmental laws and regulations will not change or become more stringent in the future.

Information technology failures could disrupt our operations.

We increasingly rely on information technology systems to process, transmit, and store electronic information. A significant portion of the communication between our personnel, customers, and suppliers
depends on information technology. As with all large systems, our information systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks,
telecommunications failures, computer viruses, hackers or other security issues. These or other similar interruptions could disrupt our operations, cash flows or financial condition.

We depend on information technology to enable us to operate efficiently and interface with customers, as well as to maintain in-house
management and control. The concentration of processes in shared services centers means that any disruption could impact a large portion of our business. If we do not allocate, and effectively manage, the resources necessary to build and sustain the
proper technology infrastructure, we could



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be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, or the loss of or damage to intellectual property through security breach. As with all
information technology systems, our system could also be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes. Such interruptions could disrupt our business and could have a material
adverse effect on our business, results of operations, cash flows or financial condition.

Natural and other disasters could disrupt our
operations.

Our business and operating results could be negatively impacted by social, technical or physical risks such
as earthquakes, hurricanes, flooding, fire, power loss, loss of water supply, telecommunications and information technology system failures, political instability, military conflict and uncertainties arising from terrorist attacks, including a
global economic slowdown, the economic consequences of any military action and associated political instability.

Our insurance coverage
may not be sufficient.

The cost of some of our insurance policies could increase in the future. In addition, some types
of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or it is not economically practical to obtain insurance. Moreover, insurers recently have become
more reluctant to insure against these types of events. Should a material uninsured loss or a loss in excess of insured limits occur, this could adversely impact our business, results of operations and financial condition.

Risks Relating to our Shares and ADSs

The relative volatility and illiquidity of securities of Brazilian companies may substantially limit your ability to sell our securities at the price and time you desire.

Investing in securities of companies in emerging markets, such as Brazil, involves greater risk than investing in securities of companies
from more developed countries and those investments are generally considered speculative in nature. Brazilian investments, such as investments in our shares and ADSs, are subject to economic and political risks, involving, among other factors:



| |  |  | changes in the Brazilian regulatory, tax, economic and political environment that may affect the ability of investors to receive payment, in whole or
in part, in respect of their investments; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | restrictions on foreign investment and on repatriation of capital invested.
| | - |  | ---------------------------------------------------------------------------

The Brazilian securities markets are substantially smaller, less liquid and more concentrated and volatile than major U.S. and European
securities markets. They are also not as highly regulated or supervised as those other markets. The relative illiquidity and smaller market capitalization of Brazilian securities markets may substantially limit your ability to sell the Ambev shares
and ADSs at the price and time you desire.

Deterioration in economic and market conditions in other emerging market countries may
adversely affect the market price of Ambevs shares and ADSs.

Economic and market conditions in other emerging
market countries, especially those in Latin America, influence the market for securities issued by Brazilian companies as well as investors perception of economic conditions in Brazil. Past economic crises in emerging markets, such as in
Southeast Asia, Russia and Argentina, triggered securities market volatility in other emerging market countries, including Brazil. In addition, global financial crises originating in developed economies, including the subprime debt crisis and the
bankruptcy of Lehman Brothers in the United States and the sovereign debt crisis in Europe, have had an impact on many



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economies and capital markets around the world, including Brazil, which may adversely affect investors interest in the securities of Brazilian issuers such as Ambev. Therefore, the market
value of our shares and ADSs may be adversely affected by events occurring outside of Brazil.

Our current controlling shareholders will be
able to determine the outcome of our most significant corporate actions.

The controlling shareholders of Ambev, Interbrew
International B.V. and AmBrew S.A., which are both subsidiaries of Anheuser-Busch InBev N.V./S.A., or ABI, and Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência,or FAHZ, together hold
approximately 91.1% of Ambevs common shares (excluding treasury shares) as of March 31, 2013.

ABI indirectly
holds shares of Ambev common stock that represent approximately 74.0% of the total voting power of Ambevs capital stock (excluding treasury shares) as of March 31, 2013. ABI thus has control over Ambev, even though (1) ABI
remains subject to the Ambev shareholders agreement with FAHZ and (2) ABI is jointly controlled by Messrs. Lemann, Sicupira and Telles and the former controlling shareholders of Interbrew N.V./S.A. (as it was than denominated). For
further information on these matters see Item 4. Information on the CompanyInBev-Ambev Transactions and Major Shareholders and Related Party TransactionsMajor ShareholdersAmbev Shareholders Agreement.

The controlling shareholders are able to elect the majority of the members of Ambevs Board of Directors and Fiscal
Council, and generally determine the outcome of other actions requiring the approval of Ambevs shareholders. Under Brazilian Corporation Law, the protections afforded to non-controlling security holders and the fiduciary duties of directors
may, in some respects, be less comprehensive than in the United States or other jurisdictions.

Ambev shareholders may not receive any
dividends.

According to our bylaws, Ambev must generally pay its shareholders 35% of its annual adjusted net income as
presented in the parent company (individual) financial statements prepared under Brazilian GAAP, which differs from net income as presented in the parent company (individual) or consolidated financial statements prepared under IFRS. The main sources
for these dividends are cash flows from Ambevs operations and dividends from Ambevs operating subsidiaries. The net income may be capitalized, used to absorb losses or otherwise appropriated as allowed under Brazilian GAAP and Brazilian
Corporation Law. Therefore, that net income may not be available to be paid out to the Companys shareholders in a certain year. In addition, Ambev might not pay dividends to its shareholders in any particular fiscal year, upon the
determination of the Board of Directors that any such distribution would be inadvisable in view of Ambevs financial condition. While the law does not establish the circumstances rendering the payment of dividends inadvisable, it is generally
agreed that a company need not pay dividends if such payment threatens the existence of the company as a going concern or harms its normal course of operations. Any dividends not distributed would be allocated to a special reserve account for future
payment to shareholders, unless it is used to offset subsequent losses or as otherwise provided for in our bylaws. It is possible, therefore, that shareholders of Ambev will not receive dividends in any particular fiscal year.

Brazilian foreign exchange controls and regulations could restrict conversions and remittances abroad of the dividend payments and other shareholder
distributions paid in Brazil inreaisin respect of the Ambev shares (including shares underlying the Ambev ADSs).

Brazilian law provides that whenever there is a serious imbalance in Brazils balance of payments or reasons to foresee a serious
imbalance, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil. For example, for approximately six months in 1989 and early 1990 the Brazilian government
froze all dividend and capital repatriations that were



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owed to foreign equity investors and held by the Central Bank in order to conserve Brazils foreign currency reserves. These amounts were subsequently released in accordance with Brazilian
government directives. Similar measures could be taken by the Brazilian government in the future.

As a result, the Brazilian
government may in the future restrict the conversion, and remittance abroad to ADS holders or holders of Ambevs shares residing outside Brazil, of dividend payments and other shareholder distributions paid in Brazil in reais in respect
of the Ambev shares (including shares underlying the ADSs). The likelihood that the Brazilian government would impose such restrictions may be affected by the extent of Brazils foreign currency reserves, the availability of foreign currency in
the foreign exchange markets on the date a payment is due, the size of Brazils debt service burden relative to the economy as a whole and other factors. We cannot assure you that the Central Bank of Brazil will not modify its policies or that
the Brazilian government will not institute restrictions or delays on cross-border remittances in respect of securities issued in the international capital markets. For further information on this matter, see Exchange Rate
InformationExchange Controls.

If you exchange your Ambev ADSs for the respective Ambev shares underlying those ADSs, you risk
losing some Brazilian tax and foreign currency remittance advantages.

The Ambev ADSs benefit from the foreign capital
registration that The Bank of New York Mellon, as depositary of the ADSs, or the Depositary, has in Brazil, which permits the Depositary to convert dividends and other distributions with respect to the Ambev shares into foreign currency and remit
the proceeds abroad. If you exchange your Ambev ADSs for Ambev shares, you will be entitled to rely on the Depositarys foreign capital registration for only five business days from the date of such exchange. After this five-day period, you
will not be able to remit abroad non-Brazilian currency unless you obtain your own foreign capital registration. In addition, gains with respect to Ambev shares will be subject to less favorable tax treatment unless you obtain your own certificate
of foreign capital registration or you obtain your own registration with the Central Bank pursuant to Resolution No. 2,689/00. For a more complete description of Brazilian restrictions on foreign investments and the foreign investment
regulations, see Item 10. Additional InformationMemorandum and Articles of AssociationRestrictions on Foreign Investment and Exchange Rate InformationExchange Controls. For a more complete description
of Brazilian tax regulations, see Item 10. Additional InformationTaxationBrazilian Tax Considerations.

As a
Brazilian company, Ambev is subject to different corporate laws and regulations than those typically applicable to U.S. listed companies, which may result in Ambevs shareholders having fewer or less well-defined shareholder rights than the
shareholder rights of those companies.

Ambevs corporate affairs are governed by Ambevs bylaws and the
Brazilian Corporation Law, which may differ from the legal principles that would apply to Ambev if the company were incorporated in a jurisdiction in the United States, such as Delaware or New York, or in other jurisdictions outside of Brazil. In
addition, shareholder rights under the Brazilian Corporation Law to protect them from actions taken by the board of directors or controlling shareholders may be fewer and less well-defined than under the laws of jurisdictions outside of Brazil.

Although insider trading and price manipulation are restricted under applicable Brazilian capital markets regulations and
treated as crimes under Brazilian law, the Brazilian securities markets may not be as highly regulated and supervised as the securities markets of the United States or other jurisdictions outside Brazil. In addition, rules and policies against
self-dealing and for the preservation of shareholder interests may be less well-defined and enforced in Brazil than in the United States or other jurisdictions outside Brazil, potentially causing disadvantages to a holder of Ambevs ADSs as
compared to a holder of shares in a U.S. public company. Further, corporate disclosures may be less complete or informative than required of public companies in the United States or other jurisdictions outside Brazil.



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Certain shareholder entitlements may not be available to U.S. holders of Ambev shares and ADSs.

Due to certain United States laws and regulations, United States holders of Ambev ADSs may not be entitled to all of the
rights possessed by holders of Ambev shares. For instance, U.S. holders of Ambev ADSs may not be able to exercise preemptive, subscription or other rights in respect of the Ambev shares underlying their Ambev ADSs unless a registration statement
under the Securities Act is effective with respect to those rights or an exemption from the registration requirements thereunder is available.

Holders of preferred shares have limited voting rights.

Of our two classes of shares outstanding, only our common shares have full voting rights. Our preferred shares will be entitled to unlimited voting rights only in certain limited circumstances, such as in
the event that we fail to pay statutory dividends for a period of three consecutive years. As a result, holders of our preferred shares generally will not be able to influence any corporate decision requiring a shareholder vote, including the
declaration of dividends. See Item 10. Additional informationVoting Rights.

Holders of Ambev ADSs may be unable to fully
exercise voting rights with respect to the Ambev shares underlying their ADSs.

Under Brazilian law, only shareholders
registered as such in the corporate books of Brazilian companies may attend shareholders meetings. All the Ambev shares underlying the Ambev ADSs are registered in the name of the Depositary. A holder of Ambev ADSs is entitled to instruct the
Depositary as to how to vote the respective Ambev shares underlying their ADSs only pursuant to the procedures set forth in the deposit agreement for Ambevs ADS program. Accordingly, holders of Ambev ADSs will not be allowed to vote the
corresponding Ambev shares underlying their ADSs directly at a shareholders meeting of Ambev (or to appoint a proxy other than the Depositary to do so), unless they surrender their Ambev ADSs for cancellation in exchange for the respective
Ambev shares underlying their ADSs. We cannot ensure that any such arrangements or the ADS cancellation and exchange process will be completed in time to allow Ambev ADS holders to attend a shareholders meeting of Ambev.

Further, the Depositary has no obligation to notify Ambev ADS holders of an upcoming vote or to distribute voting cards and related
materials to those holders unless Ambev specifically instructs the Depositary to do so. If Ambev provides such instruction to the Depositary, it will then notify Ambevs ADS holders of the upcoming vote and arrange for the delivery of voting
cards to those holders. We cannot ensure that Ambevs ADS holders will receive proxy cards in time to allow them to instruct the Depositary as to how to vote the Ambev shares underlying their Ambev ADSs. In addition, the Depositary and its
agents are not responsible for a failure to carry out voting instructions or for an untimely solicitation of those instructions.

As a result, holders of Ambev ADSs may be unable to fully exercise their voting rights.

Future equity issuances may dilute the holdings of current shareholders or ADS holders and could materially affect the market price for those
securities.

We may in the future decide to offer additional equity to raise capital or for other purposes. Any such
future equity offering could reduce the proportionate ownership and voting interests of holders of our shares and ADSs, as well as our earnings per share or ADS and net equity value per share or ADS. Any offering of shares and ADSs by us or our main
shareholders, or a perception that any such offering is imminent, could have an adverse effect on the market price of these securities.



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Our status as a foreign private issuer allows us to follow local corporate governance practices and
exempts us from a number of rules under the U.S. securities laws and listing standards, which may limit the amount of public disclosures available to investors and the shareholder protections afforded to them.

We are a foreign private issuer, as defined by the SEC for purposes of the Exchange Act. As a result, we are exempt from most of the
corporate governance requirements of stock exchanges located in the United States, as well as from rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of
the Exchange Act. For example, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to
file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Accordingly, there may be less publicly available information concerning us than there
is for U.S. public companies.

In addition, for so long as we remain as a foreign private issuer, we will be exempt from most
of the corporate governance requirements of stock exchanges located in the United States. Accordingly, you will not be provided with some of the benefits or have the same protections afforded to shareholders of U.S. public companies. The corporate
governance standards applicable to us are considerably different than the standards applied to U.S. domestic issuers. For example, although Rule 10A-3 under the Exchange Act generally requires that a company listed in the United States have an audit
committee of its board of directors composed solely of independent directors, as a foreign private issuer we are relying on an exemption from this requirement under Rule 10A-3(c)(3) of the Sarbanes-Oxley Act of 2002 that is available to us as a
result of features of the Brazilian Corporation Law applicable to our Fiscal Council. In addition, we are not required under the Brazilian Corporation Law to, among other things:



| |  |  | have a majority of our Board of Directors be independent;
| | - |  | ---------------------------------------------------------



| |  |  | have a compensation committee, a nominating committee, or corporate governance committee of its Board of Directors (though we currently have a
non-permanent Operations, Finance and Compensation Committee that is responsible for evaluating our compensation policies applicable to management);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have regularly scheduled executive sessions with only non-management directors (though none of our current directors hold management positions); or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have at least one executive session of solely independent directors each year.
| | - |  | ------------------------------------------------------------------------------

For further information on the main differences in corporate governance standards in the United States and Brazil, see Item 6C.
Directors, Senior Management and Employees-Board Practices-Differences Between the United States and Brazilian Corporate Governance Practices.

Foreign holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other persons.

We are organized under the laws of Brazil and most of our directors and executive officers, as well as our independent registered public
accounting firm, reside or are based in Brazil. In addition, substantially all of our assets and those of these other persons are located in Brazil. As a result, it may not be possible for foreign holders of our ADSs to expediently effect service of
process upon us or these other persons within the United States or other jurisdictions outside Brazil or to efficiently enforce against us or these other persons judgments obtained in the United States or other jurisdictions outside Brazil. Because
judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, holders of our ADSs may face greater difficulties in protecting their interests from actions
promoted by



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Ambev, its directors and executive officers than would shareholders of a U.S. corporation. In addition, Brazil does not have a treaty with the United States to facilitate or expedite the
enforcement in Brazil of decisions issued by a court in the United States.

Judgments of Brazilian courts with respect to our shares will
be payable only inreais.

If proceedings are brought in the courts of Brazil seeking to enforce our obligations in
respect of our common shares, we will not be required to discharge any such obligations in a currency other than reais. Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than
reais may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank of Brazil, in effect on the date the judgment is obtained, and any such amounts are then adjusted to reflect exchange rate variations
through the effective payment date. The then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under our shares.



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|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

Ambevs principal executive offices are located at Rua Dr. Renato Paes de Barros, 1017, 4thfloor, CEP 04530-001, São Paulo, SP, Brazil, and its telephone number and email are: (5511) 2122-1414 and
ir@ambev.com.br.



|A. | History and Development of the Company
|-- | --------------------------------------

Overview

Companhia de Bebidas das AméricasAmbev is the successor of Companhia Cervejaria Brahma, or Brahma, and Companhia Antarctica
Paulista Indústria Brasileira de Bebidas e Conexos, or Antarctica, two of the oldest brewers in Brazil. Antarctica was founded in 1885. Brahma was founded in 1888 as Villiger & Cia. The Brahma brand was registered on
September 6, 1888, and in 1904 Villiger & Cia. changed its name to Companhia Cervejaria Brahma. Ambev, a Brazilian sociedade anônima, was incorporated as Aditus Participações S.A., or Aditus, on
September 14, 1998. Ambev is a publicly held corporation incorporated under the laws of Brazil.

In 1994, Brahma started
its international expansion into Latin America, starting beer operations in Argentina, Paraguay and Venezuela.

In 1997,
Brahma acquired the exclusive rights to produce, sell and distribute Pepsi CSD products in northeastern Brazil and in 1999, obtained the exclusive rights to produce, sell and distribute Pepsi CSD products throughout Brazil. In October 2000, Ambev
entered into a new franchise agreement with PepsiCo which terminated the Brahma franchise agreement and granted us exclusive bottler and distributor rights for Pepsi CSD products in Brazil. In January 2002, we expanded our partnership with PepsiCo
to include the production, sale and distribution of Gatorade. Our PepsiCo franchise agreement for Brazil expires in 2017, and thereafter, will be automatically renewed for additional ten-year terms absent two years prior notice by
either party of its intent not to renew the contract following the expiration of the initial or any subsequent term. In addition, certain of our subsidiaries have franchise agreements for Pepsi products in Argentina, Bolivia, Uruguay, Peru and the
Dominican Republic.

In January 2003, Ambev completed a two-step business combination with Quinsa, through which Ambev
acquired an initial 40.5% economic interest and joint control of Quinsa along with Beverages Associates (BAC) Corp., or BAC, the former controlling shareholder of Quinsa, establishing a leading presence in the beer markets of Argentina, Bolivia,
Paraguay and Uruguay, while agreeing on the terms for Ambev to acquire full control of Quinsa from BAC in the future. In April 2006, Ambev acquired BACs shares in Quinsa, increasing its equity interest to approximately 91% of its total share
capital and started to fully consolidate Quinsa upon the closing of the transaction in August 2006.

During 2003 and the first
quarter of 2004, Ambev expanded its presence in Latin America through a series of acquisitions by which it established a foothold in several beverage markets, such as Central America, Peru, Ecuador and the Dominican Republic. In 2012, Ambev
concluded a transaction to form a strategic alliance with E. León Jimenes S.A., which owned 83.5% of Cervecería Nacional Dominicana S.A., or CND, to create the leading beverage company in the Caribbean through the combination of their
businesses in the region.

In August 2004, Ambev and a Belgian brewer called Interbrew S.A./N.V. (as ABI was then denominated)
completed a business combination that involved the merger of an indirect holding company of Labatt Brewing Company Limited, or Labatt, one of the leading brewers in Canada, into Ambev. At the same time, controlling shareholders of Ambev completed
the contribution of all shares of an indirect holding company which owned a controlling stake in Ambev to Interbrew S.A./N.V. in exchange for newly issued shares of Interbrew S.A./N.V. After this transaction, Interbrew S.A./N.V. changed its company
name to InBev S.A./N.V. (and, since 2008, to Anheuser-Busch InBev N.V./S.A.) and became the majority shareholder of Ambev through subsidiaries and holding companies.



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The Brahma-Antarctica CombinationCreation of Ambev and Brazilian Antitrust Approval

Creation of Ambev

Brahma was a company controlled by Messrs. Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto da Veiga Sicupira through certain holding companies, or the Braco Group, who collectively held a
55.1% voting stake in Brahma prior to the Brahma-Antarctica transaction. The remaining shares of Brahma were publicly held.

Antarctica was controlled by FAHZ, which held an 88.1% voting interest in Antarctica before the Brahma-Antarctica transaction took place.
The remaining shares of Antarctica were publicly held.

The creation of Ambev consisted of the combination of Brahma and
Antarctica and was carried out over the course of 1999 and 2000. The combination first resulted in Ambev becoming the owner of 55.1% of Brahmas voting shares and 88.1% of Antarcticas voting shares, while the Braco Group and FAHZ each
owned, respectively, 76% and 24% of Ambevs voting shares. Subsequently, both Antarcticas (September 1999) and Brahmas (September 2000) minority shareholders exchanged their shares in Antarctica and Brahma for Ambev shares, causing
both companies to become wholly-owned subsidiaries of Ambev.

Brazilian Antitrust Approval

The transfer of control of Brahma and Antarctica to Ambev through the controlling shareholders contribution resulted in a market
share for Ambev as of that date in excess of 70% of the Brazilian beer market and 20% of the Brazilian CSDs market. Brazilian antitrust authorities, therefore, reviewed the transaction to determine whether it would negatively impact competitive
conditions in the relevant markets, or whether it would negatively affect consumers.

The Conselho Administrativo de Defesa
Econômica,or CADE, an independent agency of the Brazilian Ministry of Justice, is the principal Brazilian antitrust authority. In April 2000, CADE approved the controlling shareholders contribution subject to certain restrictions
set forth in a performance agreement that Ambev entered into with CADE. CADE imposed no restrictions in connection with CSDs or other beverages produced by Ambev.

On July 28, 2008, CADE decided that all obligations under the agreement had been considered fulfilled.

Acquisition of Quinsa and Argentinean Antitrust approval

In
January 2003, Ambev consummated the acquisition of an interest in Quinsa, an indirect holding company of Cervecería y Maltería Quilmes S.A.I.C.A. y G., the largest Argentine brewer, and in QIB, Quinsas subsidiary which is the
holding company for all Quinsas operating subsidiaries. Quinsa then owned an 85% interest in QIB. This transaction involved an initial acquisition of 37.5% of the total capital of Quinsa and 8.6% of the shares of QIB, resulting in a total
ownership of 40.5% of Quinsas economic interest. During 2003, we acquired additional Quinsa Class B shares in the open market, increasing our total economic interest in Quinsa to 49.7% as of December 31, 2003. During 2004 and 2005, Quinsa
conducted certain share repurchases pursuant to its share buyback program, increasing our total economic interest in Quinsa to approximately 59.2% as of December 31, 2005.

The acquisition of Ambevs interest in Quinsa was approved with certain restrictions by the Comisión Nacional de Defensa
de la Competencia, or the CNDC, the Argentine antitrust authority, related to the divestiture of certain brands and industrial assets. The sale of the brands and the plant was concluded in December 2006. Furthermore, in January 2007, the
Llavallol malting plant was leased to Tai Pai Malting for a period of 10 years. The CNDC formally approved the fulfillment of the conditions set forth above in December 2006.



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In April 2006, Ambev agreed to acquire BACs remaining shares in Quinsa. Upon the
closing of the transaction, which took place on August 8, 2006, Ambevs equity interest in Quinsa increased to approximately 91% of its total share capital.

On December 28, 2007, Ambev launched a voluntary offer to purchase the outstanding shares that were not owned by Ambev or its subsidiaries and on February 12, 2008, when the voluntary offer to
purchase expired, Ambevs voting interest in Quinsa increased to 99.56% and its economic interest increased to 99.26%. During 2008, Ambev, through its subsidiary Dunvegan S.A., continued to purchase Class A and Class B shares from
Quinsas minority shareholders, increasing its voting interest in Quinsa to approximately 99.83% and its economic interest to approximately 99.81%.

On October 20, 2011, Ambev, through its subsidiary Labatt Holding A/S, being the holder of more than 95% of the issued shares of QIB (post-liquidation of Quinsa, which occurred through an offshore
restructuring in 2010), exercised its right under Bermuda law and acquired the totality of the shares held by the remaining minority shareholders of QIB whereby Ambev, as of October 20, 2011, increased its equity interest in QIB to 100% of
issued shares.

Expansion into Latin America

Starting in late 2002, we extended our presence in Latin America through a series of transactions in the north of the region.

In October 2002, Ambev and The Central America Bottling Corporation, or CabCorp, PepsiCos anchor bottler in Central America, agreed to establish a 50/50 joint venture company  Ambev
Centroamerica  to collaborate in, among other things, the production, import, distribution, marketing and sale of Ambevs products, especially beer, in Guatemala and other Central American countries.

In October 2003, we agreed to purchase, through our Peruvian subsidiary, Ambev Peru, certain production and distribution assets from
Embotelladora Rivera, including two CSD bottling plants. Among the assets acquired were the franchise for Pepsi products in Lima and northern Peru. In October 2009, the Company through its subsidiary Monthiers S.A., increased its equity in Ambev
Peru from 85.62% to 100%.

In December 2003, we acquired an 80% interest in Cervecería Suramericana, and renamed it
Compañía Cervecera Ambev Ecuador S.A., or Ambev Ecuador. In 2007 we acquired the remaining 20%.

In February
2004, Ambev acquired a 66% stake in Embotelladora Dominicana, C. por A. (currently Ambev Dominicana), the Pepsi bottler in the Dominican Republic. Ambev then started a beer business in 2005 after the construction of a brewery. In August 2009, the
Company, through its subsidiary Monthiers S.A., increased its equity interest in Ambev Dominicana to 100%.

In March 2009,
Quinsa acquired from SAB Miller plc, 100% of the share capital of Bebidas y Aguas Gaseosas Occidente S.R.L., becoming the exclusive bottler of Pepsi in Bolivia.

We operated in Venezuela until September 2010. In October 2010, we effected a business combination between Ambev and Cervecería Regional aimed at creating a stronger and more dynamic player in
South Americas second largest beer market. Cervecería Regionals controlling shareholders now own an 85% interest in the combined venture and Ambev owns the remaining 15%. As a result, we no longer consolidate our interest in the
operational results of the Venezuelan investment. The combined venture is the second largest brewer in the Venezuelan market after Cervecería Polar.

On May 11, 2012, Ambev Brasil Bebidas S.A., or Ambev Brasil, a closely-held subsidiary of Ambev, concluded a transaction to form a strategic alliance with E. León Jimenes S.A., which owned
83.5% of CND, to create the leading beverage company in the Caribbean through the combination of their businesses in the region.



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Ambevs initial indirect interest in CND was acquired through a cash payment and the contribution of Ambev Dominicana. Separately, Ambev Brasil acquired an additional 9.3% stake in CND from
Heineken N.V., when Ambev became the owner of a total indirect interest of 51% in CND. In September and October 2012 as part of the same transaction, Ambev Brasil acquired additional interest in CND of approximately 0.88% and 0.11%, respectively,
becoming the owner of a total indirect interest of approximately 51.9% in CND.

The InBev-Ambev Transactions

The InBev-Ambev transactions consisted of two transactions negotiated simultaneously: (1) in the first transaction, the
Braco Group exchanged its Ambev shares for shares in Interbrew N.V./S.A. (as ABI was then denominated); and (2) in the second transaction, Ambev issued shares to Interbrew N.V./S.A. in exchange for Interbrews 100% stake in Labatt.

Exchange of Shares between Braco Group and Interbrew Founding Families

In March 2004, various entities controlled by the Braco Group entered into a contribution and subscription agreement with Interbrew
N.V./S.A. (as ABI was then denominated) and various entities representing the interests of the Interbrew Founding Families to exchange their controlling interest in Ambev for newly issued voting shares of Interbrew N.V./S.A., which represented 24.7%
of its voting shares.

Upon closing of this transaction in August 2004, (1) the Braco Group received approximately 44% of
the voting interest in the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), or Stichting, which thereupon owned approximately 56% of Interbrew N.V./S.A.s common shares, and (2) Interbrew N.V./S.A.
received approximately a 53% voting interest and a 22% economic interest in Ambev. Such voting interest was subject to the pre-existing Ambev Shareholders Agreement, as amended in connection with the InBev-Ambev transactions. In addition,
Interbrew N.V./S.A. changed its legal name to InBev N.V./S.A. (and, since 2008, to Anheuser Busch-InBev N.V./S.A.).

Acquisition of Labatt

Pursuant to the incorporação agreement dated March 3, 2004, Labatt Brewing Canada Holding Ltd.,
or the Mergeco, was merged into Ambev by means of an upstream merger (incorporação) under Brazilian law, or the Incorporação. Mergeco held 99.9% of the capital stock of Labatt Holding ApS, or Labatt ApS, a
corporation organized under the laws of Denmark, and Labatt ApS owned all the capital stock of Labatt. Upon completion of the Incorporação, Ambev held 99.9% of the capital stock of Labatt ApS, and, indirectly, of Labatt. As
consideration for the acquisition of Labatt, Ambev issued Ambev common and preferred shares to Interbrew N.V./S.A. (as ABI was then denominated).

With the consummation of this transaction in August 2004, (1) Labatt became a wholly-owned subsidiary of Ambev, and (2) Interbrew N.V./S.A. (as ABI was then denominated) increased its stake in
Ambev to approximately 68% of common shares and 34% of preferred shares.

Ownership structure of InBev N.V./S.A. and Ambev upon
consummation of the InBev-Ambev transactions

InBev N.V./S.A.

Upon closing the InBev-Ambev transactions, 56% of InBev N.V./S.A.s voting shares were owned by the Stichting, 1% was jointly owned
by Fonds Voorzitter Verhelst SPRL and Fonds InBev-Baillet Latour SPRL, or the InBev Foundations,17% were owned directly by entities and individuals associated with the Interbrew Founding Families and the remaining 26% constituted the public float.

The Braco Group became the holder of 44% of the Stichtings voting interests, while the Interbrew Founding Families held
the remaining 56% of the Stichtings voting interests. In addition, the Braco Group and



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entities representing the interests of the Interbrew Founding Families entered into a shareholders agreement, the InBev N.V./S.A. shareholders agreement, providing for, among other
things, joint and equal influence over the exercise of the Stichting voting rights in InBev N.V./S.A. (as ABI was then denominated).

Ambev

Upon closing the InBev-Ambev transactions, InBev N.V./S.A. (as ABI
was then denominated) became the owner of approximately 68% of Ambevs voting shares, FAHZ retained approximately 16% of such shares, and the remaining shares were held by the public.

Mandatory Tender Offer

Pursuant to Brazilian Corporation Law, InBev
N.V./S.A. (as ABI was then denominated) was required to conduct, following the consummation of the InBev-Ambev transactions, a mandatory tender offer, or the MTO, for all remaining outstanding common shares of Ambev. The MTO was completed in March
2005, and InBev N.V./S.A. (as ABI was then denominated) increased its stake in Ambev to approximately an 81% voting interest and a 56% economic interest. FAHZ did not tender its Ambev shares in the MTO.

Lakeport Acquisition

On February 1, 2007, Ambev announced that its subsidiary Labatt entered into a support agreement with Lakeport Brewing Income Fund, or Lakeport. The transaction was concluded on March 29, 2007,
when the holders of trust units tendered their units and all of the conditions of the offer were satisfied. Subsequent to the compulsory acquisition of the non-tendered units, Lakeport became wholly-owned by Labatt and has been fully integrated into
Labatts business. The Competition Bureau concluded in January 2009 that there was insufficient evidence to establish that the transaction was likely to substantially lessen or prevent competition.

Cintra Acquisition

On April 17, 2007, Ambev closed the acquisition of 100% of Goldensand  Comércio e Serviços Ltda., or Goldensand, the controlling shareholder of Cervejarias Cintra Indústria
e Comércio Ltda., or Cintra, a local brewer with presence in the Southeast of Brazil. We subsequently acquired 100% of the capital stock of ObrinvestObras e Investimentos S.A. which owned the Cintra brands. On May 21, 2008, Ambev
sold to Schincariol Participações e Representações S.A., or Schincariol, the Cintra brands and distribution assets. Following the sale of the brands, the corporate name of Cintra was changed to Londrina Bebidas Ltda., or
Londrina, on June 20, 2008. In July 2008, CADE issued its unrestricted approval of the Cintra acquisition and on April 28, 2009, in order to simplify Ambevs corporate structure, our subsidiary Goldensand was merged into Ambev. There
were no changes to Ambevs capital stock.

Stock Swap Merger with Newbev

On December 7, 2012, the Company announced its intention to propose for deliberation by its shareholders, at an extraordinary
general shareholders meeting to be held in the first half of 2013, or the EGM, a corporate restructuring to combine the Companys current dual-class capital structure comprised of voting common shares and non-voting preferred shares into
a new, single-class capital structure comprised exclusively of voting common shares. The purpose of the proposed restructuring is to simplify Ambevs corporate structure and improve its corporate governance with a view to increasing liquidity
to all shareholders, eliminating certain administrative, financial and other costs and providing more flexibility for management of the Companys capital structure.

If approved, the proposed corporate restructuring will be implemented by means of a stock swap merger under Brazilian Corporation Law (incorporação de ações), or the
Stock Swap Merger, of Ambev with Ambev S.A. (formerly InBev Participações Societárias S.A.), or Newbev, which currently is a non-reporting, privately



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held Brazilian corporation. Per the terms of the proposed Stock Swap Merger, all the issued and outstanding shares of Ambev (including in the form of ADRs) not held by Newbev shall be exchanged
for newly issued common shares (some in the form of ADRs) of Newbev if the transaction is approved by the required shareholder vote. Upon consummation and as a result of the Stock Swap Merger, Ambev will become a wholly owned subsidiary of Newbev.

The exchange ratio for the Stock Swap Merger will be such that equal value shall be ascribed to each common and preferred
share of Ambev, as a result of which the equity stake that each shareholder of Ambev will hold in Newbev after the Stock Swap Merger shall be the same as the equity stake that each such shareholder held in Ambev prior to the transaction.

Following the Stock Swap Merger and as a result thereof, all shareholders of Ambev will receive in exchange for their Ambev shares newly
issued common shares of Newbev that will confer to their holders the same rights and privileges currently conferred by the common shares of Ambev, including full voting rights and the right to be included in a change of control tender offer under
the Brazilian Corporation Law that ensures that holders of common stock are offered 80% of the price per share paid to a selling controlling shareholder in a change of control transaction.

In addition, Newbevs bylaws will be substantially identical to Ambevs current bylaws, except that:



| |  |  | Newbevs minimum mandatory dividend shall be 40% of adjusted net income, as compared to 35% for Ambev; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Newbevs board of directors shall at all times include two independent members, as compared to no similar requirement for Ambevs board of
directors.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

After the Stock Swap Merger, at which point Ambev will have become a wholly owned subsidiary of
Newbev, Ambev and certain of its wholly owned subsidiaries shall be subject to an upstream merger with and into Newbev.

Special voting procedures for minority shareholder protection will be adopted for the Ambev EGM to ensure that the transaction be
implemented only if both the minority holders of the Ambev common and preferred shares, as separate classes and without interference from our controlling shareholders, are each in favor of the transaction. To this end, the Stock Swap Merger will
only be approved if a majority of the Ambev common shares present at the EGM and not held by our controlling shareholders or their affiliates vote in favor of the transaction, provided that it has not been rejected by a majority of the Ambev
preferred shares present at the EGM and not held by our controlling shareholders or their affiliates.

The implementation of
the Stock Swap Merger is subject to the approval of the Companys EGM that will deliberate on the matter, the negotiation of a stock swap merger agreement under Brazilian Corporation Law (protocolo de incorporação) and
obtaining the required registrations from the competent authorities.



|B. | Business Overview
|-- | -----------------

Description of
the Company

We are the largest brewer in Latin America in terms of sales volumes and one of the largest beer
producers in the world, according to our estimates. We produce, distribute and sell beer, CSDs and other non-alcoholic and non-carbonated products in 16 countries across the Americas. We are one of the largest PepsiCo independent bottlers in the
world.



29



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We conduct our operations through three business segments:



| |  |  | Latin America North, which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD &
NANC sales division), and our HILA-ex operations, which includes our operations in the Dominican Republic, Saint Vincent, Antigua, Dominica, Guatemala (which also serves El Salvador and Nicaragua) Peru and Ecuador (both of which became part of our
Latin America South business segment starting in 2013);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Latin America South, or LAS, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile and, starting in 2013, Peru and
Ecuador; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Canada, represented by Labatts operations, which includes domestic sales in Canada and some exports to the U.S. market.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

The following map illustrates our three business segments as of December 31, 2012:



LOGO



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##### Table of Contents

An analysis of our consolidated net sales by business segment is presented in the table
below:



|                    |  |                                                 |          |  |      |  |        |      |  |  |          |  |  |  |        |  |  |  |          |  |  |  |        | 
|------------------- |  | ----------------------------------------------- | -------- |  | ---- |  | ------ | ---- |  |  | -------- |  |  |  | ------ |  |  |  | -------- |  |  |  | ------ | 
|                    |  | Net Sales(in R$ million)Year Ended December 31, |         
|                    |  | 2012                                            |          |  | 2011 |  |        | 2010 | 
|Latin America North |  |                                                 | 22,313.3 |  |      |  | 69.2%  |      |  |  | 19,132.4 |  |  |  | 70.5%  |  |  |  | 17,710.5 |  |  |  | 70.2%  | 
|Brazil              |  |                                                 | 20,977.8 |  |      |  | 65.1%  |      |  |  | 18,616.9 |  |  |  | 68.6%  |  |  |  | 17,146.6 |  |  |  | 68.0%  | 
|Beer Brazil         |  |                                                 | 17,598.2 |  |      |  | 54.6%  |      |  |  | 15,667.5 |  |  |  | 57.8%  |  |  |  | 14,279.3 |  |  |  | 56.6%  | 
|CSD & NANC          |  |                                                 | 3,379.6  |  |      |  | 10.5%  |      |  |  | 2,949.4  |  |  |  | 10.9%  |  |  |  | 2,867.3  |  |  |  | 11.4%  | 
|HILA-Ex             |  |                                                 | 1,335.5  |  |      |  | 4.1%   |      |  |  | 515.5    |  |  |  | 1.9%   |  |  |  | 563.9    |  |  |  | 2.2%   | 
|Latin America South |  |                                                 | 5,886.9  |  |      |  | 18.3%  |      |  |  | 4,488.9  |  |  |  | 16.5%  |  |  |  | 3,857.2  |  |  |  | 15.3%  | 
|Canada              |  |                                                 | 4,030.8  |  |      |  | 12.5%  |      |  |  | 3,505.4  |  |  |  | 12.9%  |  |  |  | 3,665.6  |  |  |  | 14.5%  | 
|                    |  |                                                 |          |  |      |  |        |      |  |  |          |  |  |  |        |  |  |  |          |  |  |  |        | 
|Ambev Consolidated  |  |                                                 | 32,231.0 |  |      |  | 100.0% |      |  |  | 27,126.7 |  |  |  | 100.0% |  |  |  | 25,233.3 |  |  |  | 100.0% | 



Source: Ambev.

An analysis of our sales volume by business segment is
presented in the table below:



|                    |  |                                               |           |  |      |  |        |      |  |  |           |  |  |  |        |  |  |  |           |  |  |  |        | 
|------------------- |  | --------------------------------------------- | --------- |  | ---- |  | ------ | ---- |  |  | --------- |  |  |  | ------ |  |  |  | --------- |  |  |  | ------ | 
|                    |  | Sales Volumes(000 hl)Year Ended December 31, |          
|                    |  | 2012                                          |           |  | 2011 |  |        | 2010 | 
|Latin America North |  |                                               | 126,186.8 |  |      |  | 74.3%  |      |  |  | 120,339.9 |  |  |  | 72.9%  |  |  |  | 120,056.6 |  |  |  | 72.7%  | 
|Brazil              |  |                                               | 117,486.6 |  |      |  | 69.2%  |      |  |  | 113,960.5 |  |  |  | 69.0%  |  |  |  | 113,725.6 |  |  |  | 68.9%  | 
|Beer Brazil         |  |                                               | 86,692.2  |  |      |  | 51.0%  |      |  |  | 84,597.8  |  |  |  | 51.3%  |  |  |  | 84,475.6  |  |  |  | 51.2%  | 
|CSD & NANC          |  |                                               | 30,794.4  |  |      |  | 18.1%  |      |  |  | 29,362.7  |  |  |  | 17.8%  |  |  |  | 29,250.0  |  |  |  | 17.7%  | 
|HILA-Ex             |  |                                               | 8,700.2   |  |      |  | 5.1%   |      |  |  | 6,379.4   |  |  |  | 3.9%   |  |  |  | 6,331.0   |  |  |  | 3.8%   | 
|Latin America South |  |                                               | 34,291.8  |  |      |  | 20.2%  |      |  |  | 34,564.7  |  |  |  | 20.9%  |  |  |  | 33,854.3  |  |  |  | 20.5%  | 
|Canada              |  |                                               | 9,360.7   |  |      |  | 5.5%   |      |  |  | 10,139.3  |  |  |  | 6.1%   |  |  |  | 11,231.6  |  |  |  | 6.8%   | 
|                    |  |                                               |           |  |      |  |        |      |  |  |           |  |  |  |        |  |  |  |           |  |  |  |        | 
|Ambev Consolidated  |  |                                               | 169,839.4 |  |      |  | 100.0% |      |  |  | 165,043.9 |  |  |  | 100.0% |  |  |  | 165,142.5 |  |  |  | 100.0% | 



Source: Ambev.

Business Strategy

We aim to continuously create value for our stockholders. The main components of our strategy are:



| |  |  | our people and culture;
| | - |  | -----------------------



| |  |  | top line growth;
| | - |  | ----------------



| |  |  | building strong brands;
| | - |  | -----------------------



| |  |  | excellence in route to market;
| | - |  | ------------------------------



| |  |  | permanent cost efficiency; and
| | - |  | ------------------------------



| |  |  | financial discipline.
| | - |  | ---------------------

Our People and Culture

We believe highly qualified, motivated and committed employees are critical to our long-term success. We carefully manage our hiring and
training process with a view to recruiting and retaining outstanding professionals. In addition, we believe that through our compensation program, which is based both on variable pay and stock ownership, we have created financial incentives for high
performance and results. Another core



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element of our culture is our distinguished managerial capability, which is characterized by (1) a hardworking ethos, (2) results-focused evaluations, (3) the encouragement of our
executives to act as owners and not only as managers, (4) leadership by personal example, and (5) appreciation of field experience.

Top Line Growth

We are
constantly seeking sustainable growth of our net revenues. For instance, in Brazil we have focused our efforts behind four main commercial strategies:



| |  |  | Innovation: we seek to expand the beer category and maintain a healthy pipeline of products through innovation in liquids, packaging and
route to market to continue connecting with consumers in different consumption occasions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Premium: we believe the weight of premium brands volume can grow in the Brazilian beer industry and we are working towards leading this growth
through our portfolio of domestic and international premium brands;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Regional expansion: we have been investing to expand our presence in the North and Northeast regions of Brazil mainly due to the per capita
consumption and market share growth opportunities. We focus on expanding our production capacity and executing our strong brands and route to market capabilities in those faster growing regions of Brazil; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Returnable glass bottles: our commercial initiatives are focused on strengthening the on-premise channel (e.g., Nosso Bar franchise,
micro events) and reintroducing returnable bottles into the off-premise channel (e.g., Pit Stop formats in supermarkets, 300 ml returnable glass bottle).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Building Strong Brands

We believe that building strong brands that
connect and create enduring bonds with our consumers is a fundamental prerequisite to assure the sustainability of our business in the future. Our consumers are the reason for everything we do and we need to understand them, be close to them and
connect them to our brands in order to build enduring ties with them. We bring together tradition and modernity in our product portfolio in a clear strategy to create value and insert our brands into the lives of our consumers.

Excellence in Route to Market

Delivering our brands to almost one million points of sale in Brazil is a very complex feature of our business. For several years, one of our main areas of focus has been to increase direct distribution
in major cities while still strengthening our third-party distribution system. In Brazil, for instance, instead of operating three legacy, parallel, single-brand systems (each dedicated to one of our major brands: Skol, Brahma and
Antarctica), we have been shifting towards a multi-brand network of distributors committed to handling all of our brands. In addition, we are constantly seeking to improve our point of sale execution through new and creative measures. One of
our key marketing initiatives was the introduction into the Brazilian market of our custom-made beverage refrigerators designed and built to chill beer and soft drinks to the optimal temperature for on-premise consumption. These refrigerators also
work as effective marketing tools, as they are decorated with images related to our core brands.

Permanent Cost Efficiency

Cost control is one of the top priorities of our employees. Each of our departments must comply with its respective annual budget for
fixed and variable costs. As a means of avoiding unnecessary expenses, we have designed a management control system inspired on zero-base budgeting concepts that requires every manager to build from scratch an annual budget for his/her
respective department.



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Financial Discipline

Our focus is not only on volumes and operating performance, but also on the disciplined management of our working capital and our cash flow generation. Our objective is to maximize the return to our
shareholders through a combination of payments of dividends and interest on shareholders equity, while at the same time keeping our investment plans and holding an adequate level of liquidity to accommodate the seasonality of our business and
cope with often volatile and uncertain financial market conditions.

Seasonality

Sales of beverages in our markets are seasonal. Generally, sales are stronger during the summer and major holidays. Therefore, in the
Southern Hemisphere (Latin America North and Latin America South) volumes are usually stronger in the fourth calendar quarter due to early summer and year-end festivities. In Canada, volumes are stronger in the second and third calendar quarters due
to the summer season. This is demonstrated by the table below, which shows our volumes by quarter and business segment:



|                    |  |                                                           |       |  |             |  |       |             |  |  |             |  |  |      |       |  |  |  |     |  
|------------------- |  | --------------------------------------------------------- | ----- |  | ----------- |  | ----- | ----------- |  |  | ----------- |  |  | ---- | ----- |  |  |  | --- | -
|                    |  | 2012 Quarterly Volumes(As a percentage
of annual volumes) |      
|                    |  | 1st Quarter                                               |       |  | 2nd Quarter |  |       | 3rd Quarter |  |  | 4th Quarter |  |  | 2012 |      
|Latin America North |  |                                                           | 24.2% |  |             |  | 22.2% |             |  |  | 24.2%       |  |  |      | 29.4% |  |  |  | 100 | %
|Brazil              |  |                                                           | 24.6% |  |             |  | 22.1% |             |  |  | 23.9%       |  |  |      | 29.5% |  |  |  | 100 | %
|Beer Brazil         |  |                                                           | 24.9% |  |             |  | 21.9% |             |  |  | 23.8%       |  |  |      | 29.4% |  |  |  | 100 | %
|CSD & NANC          |  |                                                           | 23.6% |  |             |  | 22.7% |             |  |  | 24.1%       |  |  |      | 29.6% |  |  |  | 100 | %
|HILA-Ex             |  |                                                           | 19.3% |  |             |  | 24.3% |             |  |  | 28.0%       |  |  |      | 28.5% |  |  |  | 100 | %
|Latin America South |  |                                                           | 28.7% |  |             |  | 19.5% |             |  |  | 21.4%       |  |  |      | 30.3% |  |  |  | 100 | %
|Canada              |  |                                                           | 20.0% |  |             |  | 28.1% |             |  |  | 28.5%       |  |  |      | 23.4% |  |  |  | 100 | %
|Ambev Consolidated  |  |                                                           | 24.9% |  |             |  | 22.0% |             |  |  | 23.9%       |  |  |      | 29.3% |  |  |  | 100 | %

Description of the Markets Where We Operate

Latin America North

Brazil

The Brazilian beer market

In 2012, Brazil was one of the worlds largest beer markets in terms of volume, reaching 127 million hectoliters, according to our estimates. Beer is predominantly sold in bars for on-premise
consumption, in standardized, returnable 600-milliliter glass bottles. The second favored packaging presentation is the 350-milliliter one-way aluminum can, which is predominantly sold in supermarkets for off-premise consumption.

As of December 2012, according to our estimates, we had a 68.2% share of the Brazilian market share in terms of beer sales volumes,
mainly through our three major brands, Skol, Brahma and Antarctica. Our closest competitors in Brazil are: Cervejaria Petrópolis with 11.2% market share; Brasil Kirin with 10.4% market share; and Heineken, with 8.7%
market share, according to our estimates.

Distribution represents an important feature in this market, as the retail channel
is fragmented into almost one million points of sale. Our distribution is structured under two separate branches, comprising (1) our network of exclusive third-party distributors, involving around 168 operations, and (2) our proprietary
direct distribution system, involving more than 79 distribution centers spanned over most Brazilian regions. We have been focusing on direct distribution in large urban regions, while strengthening our third-party distribution system. See
Business OverviewBusiness Strategy.



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The Brazilian CSD & NANC markets

The CSD & NANC markets in Brazil are comprised of many different segments, including CSD, bottled water, isotonic beverages,
energy drinks and ready-to-drink teas. The CSD segment is the most significant to our business representing more than 90% of the profits of our CSD & NANC unit.

According to our estimates, the leading CSD flavors in Brazil are (1) cola (about 53.5% of the market), (2) guaraná, (3) orange, and (4) lime. Most CSDs in Brazil are
sold in supermarkets in 2-liter non-returnable PET bottles, for in-home consumption. The 350-milliliter one-way aluminum can is also an important packaging format for our business and is mainly sold in supermarkets and restaurants.

Our main competitor in this market is The Coca-Cola Company, which operates in Brazil through approximately 16 bottlers. As of December
2012, according to our estimates, The Coca-Cola Company family of brands had a 60.2% market share in the Brazilian CSDs market, while we had a market share of 18.1%. In addition to The Coca-Cola Company, we face competition from small regional
bottlers that produce what are usually referred to as B Brands. The B Brands compete mainly on price, usually being sold at a significantly lower price than our products.

Our main CSD brands are Guaraná Antarctica, the leader in the non-cola flavor segment, and Pepsi Cola,
which is sold under the exclusive production and bottling agreements with PepsiCo. Our CSD portfolio also includes such brands as Gatorade in the isotonic market, H2OH! in the flavored water market, and Lipton Iced Tea in the
ready-to-drink tea market, which are also sold under license from PepsiCo, and Fusion and Monster, under license from Monster Energy Company, in the energy drinks market.

Our CSD & NANC products are sold through the same distribution system used for beer.

Hila-Ex

Central America (including Guatemala, El Salvador and Nicaragua)

The Central American Beer Market

In Guatemala, our most important operation in Central America, the main packaging presentations are the returnable, 12 oz. and 1-liter glass bottles, and the 12 oz. can. Our main competitor in
Guatemala is Cerveceria Centro Americana, the market leader. Cerveceria Centro Americana is a private company held by local investors.

In El Salvador, our main packaging presentation is the returnable 1-liter glass bottle. Our main competitor in El Salvador is Industrias La Constancia, a local subsidiary of SAB Miller, which is the
market leader.

In Nicaragua, the main packaging presentation is the returnable, 1-liter glass bottle. Our main
competitor in Nicaragua is the market leader, which is a joint venture between Guatemalas Cerveceria Centro Americana and Florida Ice & Farm Co, an investor group from Costa Rica.

In all three of these markets, beer is predominantly sold in returnable bottles through small retailers. We sell our Brahva,
Brahva Beats, Brahva Light, Extra, Budweiser, Becks & Stella Artois brands, which are distributed through CabCorps distribution system, jointly with CabCorps CSDs portfolio. According to our estimates, the total
annual sales volume of these beer markets was 3.5 million hectoliters in 2012.



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The Dominican Republic

The Dominican Beer Market

According to our estimates, the annual sales volume of the Dominican beer market was 3.9 million hectoliters in 2012. The main packaging presentation is the returnable, 650-milliliter and 1 liter
glass bottles, which is predominantly sold in small retail stores. Today we lead the beer market in the Dominican Republic, after the acquisition of Cerveceria Nacional Dominicana, with portfolio leading brands such as Presidente, Brahma Light,
President Light, Bohemia, The One, Corona, Stella ArtoisandBudweiser.

Our distribution system in the Dominican
Republic is comprised of direct distribution operations.

The Dominican CSD Market

According to our estimates, the annual sales volume of the Dominican CSD market was 3.8 million hectoliters in 2012. The main
packaging presentation is the returnable, half-liter bottle (glass/PET), which is predominantly sold in small retail stores. The Coca-Cola Company, represented by Bepensa, has the leadership of the Dominican CSD Market, followed by Ajegroup (which
adopts a low price strategy). Ambev is currently the third player.

Our main brands are Red Rock, Pepsi-Cola and
Seven UP (all of which are marketed under an exclusive bottling agreement with PepsiCo). Our distribution system in the Dominican Republic is comprised of direct distribution operations and third-party distributors.

Ecuador

The Ecuadorian Beer Market

According to our estimates, the annual sales
volume of the Ecuadorian beer market was 3.8 million hectoliters in 2012. The main packaging presentation is the returnable, 600-milliliter glass bottle, predominantly sold in small retail stores. The market leader is SABMiller.

Our main brands in Ecuador are Brahmaand Budweiser, and our distribution system in Ecuador is comprised of direct
distribution operations in Guayaquil and Quito, and third-party distributors around the country.

Peru

The Peruvian Beer Market

According to our estimates, the annual sales volume of the Peruvian beer market was 12.6 million hectoliters in 2012. The main packaging presentation is the returnable, 630-milliliter glass bottle,
which is predominantly sold in small retail stores. The market leader is SABMiller.

The main brands that we sell in Peru are
Brahma, Corona, Stella Artois and Zendaand the distribution system used for our beer business is also used for our CSD sales, and is comprised of direct distribution operations and third-party distributors.

The Peruvian CSD Market

The main packaging presentation is the 3-liter one-way PET bottle and 0.5-liter one-way PET bottle, which are predominantly sold in small retail stores. The market leader is The Coca-Cola Company,
represented by its local network of bottlers. We also face competition from Ajegroup and other regional brands, which compete mainly on price, usually being sold significantly below than the market average.



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The main brands that we sell in Peru are Pepsi-Cola, Seven UP, Concordia, Evervess,
Triple Kola and Gatorade, all sold under an exclusive bottling agreement with PepsiCo.

The distribution system in Peru
is comprised of direct distribution operations and third-party distributors.

Latin America South

Argentina

Argentina is one of our most important regions, second only to Brazil in terms of volume.

We serve more than 335,000 points of sale throughout Argentina both directly and through our exclusive third party distributors.

The Argentine beer market

According to our estimates, the annual
sales volume of the Argentine beer market was 17.5 million hectoliters in 2012. With a population of approximately 42 million, Argentina is Latin America Souths largest and most important beer market.

Beer consumption in Argentina has grown in recent years, but experienced a slight decrease in 2012, reaching a per capita consumption of
42.9 liters in 2012, below the 43.9 liters registered in 2011. In recent years, beer has gained share versus wine and became the number one alcoholic beverage in Argentina from 2000, according to our estimates.

Approximately 28.7% of our beer volumes is distributed directly by us and 71.3% is distributed through exclusive third-party
distributors. Our main package presentation in Argentina is the one liter returnable glass bottles, which accounts for approximately 94.3% of our sales.

According to our estimates, on-premise consumption represented approximately 15.6% of beer volumes in 2012, and supermarkets sales representing approximately 10.6% of beer volumes. The main channels of
volume consumption in Argentina are through kiosks and small grocery stores.

Our most important brands in Argentina are
Quilmes Cristal, Brahma and Stella Artois. We are the leading beer producers in Argentina with approximately 77.7% market share, according to our estimates. Our main competitor in Argentina is CCU which held an approximate 19.2%
market share in 2012 according to our estimates.

The Argentine CSD market

According to our estimates, in 2012, annual sales volume of the Argentine CSD market was 42.3 million hectoliters. Per capita
consumption decreased from 111.2 liters in 2011 to 103.6 liters in 2012, while 2010 reflected a total consumption of 110.7 liters. Approximately 45.9% of our CSD volume is distributed directly by us and 54.1% is distributed through exclusive
third-party distributors. Approximately 85% of our sales are through non-returnable bottles.

We are the exclusive Pepsi
bottlers in Argentina and our most important brand is Pepsi. We are second to The Coca Cola Company with around 22% market share, according to our estimates.



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Bolivia

The Bolivian Beer market

According to our estimates, the annual
sales volume of the Bolivian beer market was 3.5 million hectoliters in 2012. The Bolivian market is strongly influenced by macroeconomic trends and governmental, regulatory and fiscal policies.

Approximately 1.3% of our beer volume is directly distributed by us and 98.7% is distributed through exclusive third-party distributors.
Our main package presentation in Bolivia is the 620-milliliter returnable glass bottles, which accounts for approximately 82.4% of our sales.

Our most important brands in Bolivia are Paceña, Taquiña and Huari. We are the leading beer producer in Bolivia with approximately 96.7% market share.

The Bolivian CSD market

In March 2009, Latin America South, through Quinsa, acquired from SAB Miller plc, 100% of Bebidas y Aguas Gaseosas Occidente S.R.L., becoming the exclusive bottler of Pepsi in Bolivia.

According to our estimates, in 2012, the annual sales volume of the Bolivian CSD market was 5.8 million hectoliters. Per capita
consumption decreased slightly from 57.3 liters in 2011 to 55.9 liters in 2012. Approximately 42.3% of our CSD volume is directly distributed by us and 57.7% is distributed through exclusive third-party distributors 95.4% of our sales are through
non-returnable bottles.

Chile

According to our estimates, the annual sales volume of the Chilean beer market was 7.1 million hectoliters in 2012.

Quinsa originally entered the Chilean market with the expectation that it would be participating in a growing market but this growth did not occur as expected, and from 1998 until 2002, consumption
decreased on a per capita basis. However, consumption has increased every year since 2002.

Our most important brands in Chile
are Becker, Bálticaand Stella Artois, where our market share has been growing in the last years.

Paraguay

According to our estimates, the annual sales volume of the Paraguayan beer market was 2.4 million hectoliters in 2012.

The market for beer in Paraguay has traditionally distinguished itself from those in the southern cone countries in certain respects
because (1) beer has not faced significant competition from wine as an alternative alcoholic beverage; (2) the domestic beer market has faced significant competition from imported beer, which accounted for a far higher market share in
Paraguay than in neighboring countries; and (3) the seasonality of our products is lower due to warmer conditions throughout the year.

Approximately 55.4% of our beer volumes is directly distributed by us and 44.6% is distributed through exclusive third-party distributors. Our main package presentation in Paraguay is the returnable glass
bottles, which accounts for approximately 65.8% of our sales.



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Our most important brands in Paraguay are Brahma and Pilsen, with our market
share being approximately 89.8% according to our estimates. In March 2009, we also became the exclusive distributors of the Budweiser brand in Paraguay.

Uruguay

The Uruguayan beer market

According to our estimates, the annual sales volume of the Uruguayan beer market was 1.1 million hectoliters in 2012. Latin America
South manages both beer and CSD businesses out of the facility in Uruguay.

Approximately 24.2% of our beer volumes is
directly distributed by us and 75.8% is distributed through exclusive third-party distributors. Our main package presentation in Uruguay is the 960 milliliters returnable glass bottle, which accounts for approximately 89.8% of our sales.

Our most important brands in Uruguay are Pilsen and Patricia, with our market share being approximately 97.1%.

The Uruguayan CSD market

According to our estimates, in 2012, the annual sales volume of the Uruguayan CSD market was 3.6 million hectoliters. The market growth in 2012 was a result of a recovery in the economy and also of
higher market investments coming from the A-brands. Per capita consumption reached 110 liters in 2012 according to our estimates.

Approximately 43.1% of our CSD volume is directly distributed and 56.9% is distributed through exclusive third-party distributors. 78.4% of our sales is through non-returnable bottles. Our most important
brand in Uruguay is Pepsi, with The Coca-Cola Company being our main competitor.

Canada - Labatt

Our Canada business segment is represented by the Labatt operations, which sells domestic and ABI beer brands, and exports Kokanee
to the United States.

According to our estimates, the annual sales volume in the beer market in Canada was 22.4 million
hectoliters in 2012, of which Labatt, the market leader, had a volume share of approximately 40.6%. The main packaging presentation in the country is the returnable, 341-milliliter glass bottle, which is predominantly sold in privately owned and
government owned retail stores. Our main competitor in Canada is Molson Coors, we also compete with smaller brewers, such as Sleeman Breweries Ltd., or Sleeman, and Moosehead Breweries Ltd.

Our main brands in Canada are Budweiser and Bud Light (brewed and sold under license from ABIs subsidiary
Anheuser-Busch, Inc., or Anheuser-Busch), Labatt Blue, Alexander Keiths and Kokanee. Our distribution system is structured in different ways across the country:

Distribution in Ontario

In Ontario, the province with the largest beer consumption in Canada, we own together with Molson and Sleeman a distribution and retail company named Brewers Retail Inc., a company incorporated in 1927,
the retail component of which carries out business as The Beer Store, or TBS. TBS and the Liquor Control Board of Ontario, or LCBO, a chain of liquor stores owned by the government of the Province of Ontario, own the exclusive rights to sell beer
for off-premise consumption in Ontario. TBS also has the exclusive rights to supply domestic-produced beer to the LCBO.



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TBS has been the primary distribution and sales channel for beer in Ontario
for more than 80 years. TBS operates on a cost recovery model under which it charges volume-based fees for services it provides to the brewers. The nature of TBSs business requires compliance with laws and regulations and
oversight by the Province of Ontario. The Liquor Control Act and the Liquor License Act are administered by the Minister of Consumer and Business Services, which maintains control of the beverage alcohol sectors through the Liquor Control Board
of Ontario and the Alcohol and Gaming Commission of Ontario.

Distribution in Quebec

Quebec is the province in Canada with the second largest beer consumption. In this province there are no exclusive rights for the sales
of beer, and both the on-premise and off-premise sales channels are mostly comprised of privately owned stores. The SAQ, a government-operated liquor store, sells a select few beer brands that are not available in the private retail system.

We (as well as our competitors) sell our products in Quebec through a direct sales and distribution system.

Distribution in the Western Provinces

Molson and Labatt are each a shareholder in Brewers Distributors Limited, or BDL, which operates a distribution network for beer in the four western provinces of British Columbia, Alberta,
Manitoba and Saskatchewan, The Yukon and the Northwest Territories. In Alberta, some volume is also sold through a third-party wholesaler. In these Western Provincial markets there are both private (Alberta, British Columbia) and
government-controlled retail stores (British Columbia, Manitoba, Saskatchewan).

Distribution in the Atlantic Provinces

We distribute and sell our products in the Atlantic Provinces (including New Brunswick, Newfoundland, Nova Scotia and
Prince Edward Island) through (1) distribution and retail networks controlled by the government in the provinces of Nova Scotia, New Brunswick and Prince Edward Island; and (2) private distributors in Newfoundland.

Exports to the United States

As a result of the U.S. antitrust review of the transaction involving InBev N.V./S.A. (as ABI was then denominated) and Anheuser-Busch, in February 2009, InBev N.V./S.A.s subsidiary InBev USA, LLC
ceased to act as the exclusive importer of Labatt branded beer in the U.S. for Labatt. At that time, KPS Capital Partners, LP, or KPS received from Labatt the perpetual license to brew Labatt branded beer in the United States or Canada solely for
sale for consumption in the United States and to use the relevant trademarks and intellectual property to do so. Further, Labatt agreed to continue to brew and supply the Labatt branded beer for KPS on a provisional basis until March 2012. During
2011 and the first quarter of 2012, KPS volumes were phased out to Molson Coors Canada as part of the production agreement signed in August 2010. Separately, in order to ensure that Ambev is adequately compensated, ABI also agreed to indemnify Ambev
in connection with certain events related to the perpetual license. See Item 7. Major ShareholdersB. Related Party TransactionsAmbev and ABIIndemnification Agreement.

Beer and CSD Production Process

The basic brewing process for most beers is straightforward, but significant know-how is involved in quality and cost control. The most important stages are brewing and fermentation, followed by
maturation, filtering and packaging. Although malted barley (malt) is the primary ingredient, other grains such as unmalted barley, corn, rice or wheat are sometimes added to produce different beer flavors. The proportion and choice of other raw
materials varies according to regional taste preferences and the type of beer.



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The first step in the brewing process is making wort by mixing malt with warm water and then
gradually heating it to around 75°C in large mash tuns to dissolve the starch and transform it into a mixture, called mash, of maltose and other sugars. The spent grains are filtered out and the liquid, now called wort,
is boiled. Hops are added at this point to give a special bitter taste and aroma to the beer, and help preserve it. The wort is boiled for one to two hours to sterilize and concentrate it, and extract the flavor from the hops. Cooling follows, using
a heat exchanger. The hopped wort is saturated with air or oxygen, essential for the growth of the yeast in the next stage.

Yeast is a micro-organism that turns the sugar in the wort into alcohol and carbon dioxide. This process of fermentation takes five to
eleven days, after which the wort finally becomes beer. Different types of beer are made using different strains of yeast and wort compositions. In some yeast varieties, the cells rise to the top at the end of fermentation. Ales and wheat beers are
brewed in this way. Pilsen beers are made using yeast cells that settle to the bottom.

During the maturation process the
liquid clarifies as yeast and other particles settle. Further filtering gives the beer more clarity. Maturation varies by type of beer and can take as long as three weeks. Then the beer is ready for packaging in kegs, cans or bottles.

CSDs are produced by mixing water, flavored concentrate and sugar or sweetener. Water is processed to eliminate mineral salts and
filtered to eliminate impurities. Purified water is combined with processed sugar or, in the case of diet CSDs, with artificial sweeteners and concentrate. Carbon dioxide gas is injected into the mixture to produce carbonation. Immediately following
carbonation, the mixture is packaged. In addition to these inputs, delivery of the product to consumers requires packaging materials such as PET bottles, aluminum or steel cans, labels and plastic closures.

For information on our production facilities, see  Property, Plant and Equipment.

Sources and Availability of Raw Materials

Beer

The main raw materials used in our production are malting barley,
malt, non-malted cereals, hops and water.

Barley and malt

Malt is widely available and our requirements are met by domestic and international suppliers as well as our own malting facilities. In
the case of our beer operations in Brazil, around 70% of our malt needs are supplied by our own malting facilities located in the south of Brazil, Argentina and Uruguay.

For the rest of our needs, our most significant malt suppliers are Soufflet, Agromalte and Cargill Malt. Market prices for malt are volatile, and depend on the quality and the level of production of the
barley crop across the world, as well as on the intensity of demand.

We purchase barley for our malting facilities directly
from South America farmers. Barley prices depend on the quality of the barley crop and on the prices for wheat on the main boards of trade across the world. We enter into future contracts or financials instruments to avoid the impact of short-term
volatility in barley and malt prices on our production costs. See Item 11. Quantitative and Qualitative Disclosure about Market Risk.

Hops

There are two types of hops used in our beer production: hops
used to give beer its distinctive bitter flavor, which we generally import from the United States, and hops used to give beer its distinctive aroma, which we generally import from Europe. The supply of hops is concentrated into a few international
companies, namely the Barth-Haas Group, Hopsteiner, Kalsec and HVG.



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Non-malted cereals

Corn syrup is purchased from Ingredion and Cargill. Corn is purchased to produce grits in-house in some plants and corn grits and rice
are purchased in other plants from local suppliers and are generally widely available.

Water

Water represents a small portion of our raw material costs. We obtain our water requirements from several sources, such as: lakes and
reservoirs, deep wells located near our breweries, rivers adjoining our plants and public utility companies. We monitor the quality, taste and composition of the water we use, and treat it to remove impurities and to comply with our high quality
standards and applicable regulations. As a result of advances in technology, we have continuously reduced our water consumption per-hectoliter produced. We do not foresee any shortage in our current water supply.

CSDs

The main raw materials used in our production are: concentrate (including guaraná extract), sugar, sweetener, juices, water and carbon dioxide gas. Most of these materials are obtained from local
suppliers.

Guaraná fruit

We have a 1,070 hectare farm that provides us with 4 tons of guaraná seeds (berries) per year, or about 2% of our requirements, with the remainder purchased directly from independent farmers in the
Amazon region as well as other guaraná available regions in Brazil. The focus of our own farm is to provide Guaraná seedlings for local producers and promote the sustainable cultivation of Guaraná in the Amazon Region.
Approximately 50,000 seedlings are donated per year.

Concentrates

We have a concentrate facility in the north of Brazil which produces the concentrates to meet our requirements for the production of our
proprietary brand Guaraná Antarctica among others. The concentrate for Pepsi CSD products is purchased from PepsiCo.

Sugar

Sugar is widely available and is purchased locally by each
of our operations. We enter into derivative instruments to avoid the impact of short-term volatility in sugar prices on our production costs. See Item 11. Quantitative and Qualitative Disclosure about Market Risk.

Juices

Orange, lemon and grape are purchased locally from Louis Dreyfus Commodities and Dohler.

Other

We buy all of the fruit juice, pulp and concentrate that we
use in the manufacture of our fruit-flavored CSDs.

Packaging

Packaging costs are comprised of the cost of glass and PET bottles, aluminum and steel cans, plastic film (shrink and stretch), paper labels, plastic closures, metal crowns and paperboard. We enter into
derivative instruments to mitigate the risks of short-term volatility in aluminum prices on our production costs; for further



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information on this matter see Item 11. Quantitative and Qualitative Disclosures About Market Risk. For other materials, we usually set a fixed price for the period in accordance with
the prevailing macroeconomic conditions.

In April 2008 we started operating a glass bottle producing facility in Rio de
Janeiro. The new unit has a yearly production capacity of 120 thousand tons of glass, or approximately 600 million bottles.

Our main aluminum can suppliers are Rexam, Latapack Ball, Metallic and Crown-Cork. Our main glass bottles suppliers are Verallia (part of St. Gobain group), Owens-Illinois Glass Containers, Companhia
Industrial de Vidro (part of Owens-Illinois group) and Vidroporto, and part of our glass bottles needs are being produced internally at our Rio de Janeiro glass bottle facility. We obtain the labels for our beer and CSD primarily from local
suppliers; in Brazil, the majority of our requirements are met by a printing house that belongs to FAHZ and is operated by us pursuant to a lease agreement. Plastic closures are principally purchased from America Tampas (former Crown-Cork), Ravi and
Berry plastics. PET pre-forms are principally purchased from Plastipak, Lorenpet group (CPR, Centralpet, LEB and Lorenpet), Logoplaste, Amcor and Cristalpet. Crown caps in Brazil are mainly sourced from our vertical operation in Manaus (Arosuco),
but part of the volume used is produced by Mecesa, Aro and Tapon Corona (Mexico). These producers also supply some of our HILA-Ex operations as well as Allucaps Mexico, Pelliconi USA, Tapas Antillanas Dom. Rep and Fadesa Ecuador.

Regulation

All
our operations are subject to local governmental regulation and supervision, including (1) labor laws; (2) social security laws; (3) public health, consumer protection and environmental laws; (4) securities laws; and
(5) antitrust laws. In addition, regulations exist to (1) ensure healthy and safe conditions in facilities for the production, bottling, and distribution of beverages and (2) place restrictions on beer consumption.

Environmental laws in the countries where we operate are mostly related to (1) the conformity of our operating procedures with
environmental standards regarding, among other issues, the emission of gas and liquid effluents and (2) the disposal of one-way packaging.

Governmental restrictions on beer consumption in the markets where we operate vary from one country to another, and in some instances, from one local region to another. The most relevant restrictions are:



| |  |  | Each country has a minimum legal drinking age that is established by the government; the beer legal drinking age varies from 18 to 21 years;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Some local and federal governments require that retail stores own special licenses for the sale of alcohol; this is the case in some regions of
Argentina and Canada;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Some local governments in Canada establish a minimum price for beer sales, which is named Social Reference Price, or SRP. There is a specific SRP for
each different packaging presentation. The SRP may vary from one province to another;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Beer sales in the off-premise channel in the Canadian provinces of New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island and Saskatchewan are
restricted to specific government-owned stores; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Beer sales in the off-premise channel in Canada in the Province of Ontario are restricted to two chains of retail stores. One of them is the LCBO,
which is government owned, and the other is TBS, jointly owned by Labatt, Molson and Sleeman. The Alcohol and Gaming Commission of Ontario regulates the alcohol industry.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Many governments also impose restrictions on beer advertisement, which may affect, among
other issues, (1) the media channels used, (2) the contents of advertising campaigns, and (3) the time and places where beer can be advertised.

Marketing

Ambevs marketing initiatives are concentrated in
off-trade and on-trade initiatives. Off-trade initiatives comprise mass media vehicles, such as television, radio, magazines and internet websites. On-trade initiatives include banners, and all types of enhancements to the point of sale, such as
branded coolers and decorated furniture.

Licenses

Ambev has long-term agreements with PepsiCo whereby Ambev has been granted the exclusive right to bottle, sell and distribute certain brands of PepsiCos portfolio of CSDs in Brazil, including
Pepsi-Cola, Seven Up and Gatorade. The agreements will expire on December 31, 2017, and, thereafter, will be automatically renewed for additional ten-year terms absent written notice by either party of its intent not to
renew the contract at least two years prior to the expiration of their term, or on account of other events, such as a change of control or insolvency of, or failure to comply with material terms or meet material commitments by Ambev. See Item
10. Additional InformationMaterial Contracts. Ambev also has agreements with PepsiCo to manufacture, package, sell, distribute and market some of its brands in the Dominican Republic and in some regions of Peru. Through our Latin America
South operations, we are also PepsiCos bottler for Argentina, Uruguay and Bolivia. In 2012, sales volumes of PepsiCo products represented 35% of our total CSD & NANC sales volumes in Brazil, nearly 90% of our total CSD & NANC
sales volumes in the Dominican Republic, all of our CSD & NANC sales volumes in Argentina, Peru, Bolivia and Uruguay.

Effective January 1998, Labatt entered into long-term licensing agreements with Anheuser-Busch whereby Labatt was granted the exclusive
right and license to manufacture, package, sell, distribute and market some of Anheuser-Buschs brands, including the Budweiser and Bud Light brands, in Canada, including the right to use Anheuser-Buschs trademarks for those
purposes. The agreements expire in January 2098 and are renewable by either party for a second term of 100 years. In 2012, the Anheuser-Busch brands sold by Labatt represented approximately 60% of Labatts total sales volumes. According to
Ambevs estimates, the Budweiser brand is currently the largest selling brand in terms of volume in Canada.

Ambev
also has a license agreement with Anheuser-Busch which allows us to exclusively produce, distribute and market Budweiser in Brazil. The Company also has certain arrangements to sell and distribute Budweiser products in Ecuador, Paraguay,
Guatemala, El Salvador and Nicarágua.

Ambev and ABI are also parties to a 10-year cross-licensing agreement which
began in 2005, through which Ambev is allowed to produce, package, market and distribute beer under the brands Stella Artois and Becks in Latin America (except Argentina and Cuba) on an exclusive basis, and ABI is allowed to
produce, package, market and distribute beer under the brand Brahma in Europe, Asia, Africa, Cuba and the United States on an exclusive basis. Labatt and ABI have an arrangement through which Labatt distributes certain ABI beer brands in
Canada, and the Latin America South zone and ABI have an arrangement through which it distributes Stella Artois in Argentina. In addition, under the Indemnification Agreement between Ambev and ABI, dated November 13, 2008 (see Item
7. Major ShareholdersB. Related Party TransactionsAmbev and ABIIndemnification Agreement) ABI agreed to transfer the distribution in the U.S. of the non-Labatt branded beer to the Anheuser-Busch distribution network.



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Taxation

Beer

Taxation on beer in the countries where we operate is comprised of
different taxes specific to each jurisdiction, such as an excise tax and a value-added tax. The amount of sales tax charged on our beer products in 2012, represented as a percentage of gross sales, was approximately: 30.3% in Brazil; 21.8% in
Canada; 16.2% in Central America; 34.8% in Ecuador; 44.2% in Peru; 44.7% in the Dominican Republic; 20.6% in Argentina; 26.7% in Bolivia; 21.2% in Chile; 13.9% in Paraguay; and 18.7% in Uruguay.

CSD & NANC

Taxation on CSD & NANC in the countries where we operate is comprised of taxes specific to each jurisdiction, such as an excise
tax and a value-added tax. The amount of taxes charged on our CSD & NANC products in 2012, represented as a percentage of gross sales, was approximately: 23.6% in Brazil; 10.8% in the Dominican Republic; 28.1% in Peru; between 18.5% and
20.7% in Argentina (the final % depends on the type and flavor of the beverage); 19.8% in Bolivia and 24.6% in Uruguay.

Brazilian Tax
Changes

In November 2008, the Brazilian Congress approved changes (effective as of January 1, 2009) to the taxable
basis and tax rates of the IPI and the PIS/COFINS. Under the previous system, these taxes were paid as a fixed rate per hectoliter by all taxpayers. The new system provides that higher priced brands pay higher taxes per hectoliter than lower priced
brands based on a consumer price reference table. The tax base is calculated through the application of a percentage (multiplier) to the consumer price established in such reference table, which result is the retailer price. In 2012, the
Brazilian government announced further increases in the federal excise tax burden for the next six years not only by updating the reference table, but also by increasing the multiplier for certain packages.



|C. | Organizational Structure
|-- | ------------------------

The controlling shareholders of Ambev, Interbrew International B.V. and AmBrew S.A., which are both subsidiaries of ABI and FAHZ,
together hold approximately 91.1% of Ambevs common shares, as of March 31, 2013. ABI indirectly holds shares of Ambev common stock that represent approximately 74.0% of the total voting power of Ambevs capital stock as of that date.
ABI thus has control over Ambev, even though (1) ABI remains subject to the Ambev Shareholders Agreement with FAHZ, and (2) ABI is jointly controlled by Messrs. Lemann, Sicupira and Telles and Interbrews former controlling
shareholders. For further information on these matters see Item 10. Ambev Shareholders Agreement and Information on the CompanyInBev-Ambev Transactions.

Ambev conducts the bulk of its operations in Brazil directly. It also indirectly controls Labatt, the operations of HILA-Ex and Latin
America South. The following chart illustrates the ownership structure of Ambevs principal subsidiaries as of March 31, 2013 for total share capital owned.



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Organizational Structure



LOGO



|D. | Property, Plant and Equipment
|-- | -----------------------------

Our properties consist primarily of brewing, soft drink production, malting, bottling, distribution and office facilities in the countries we operate.

In 2012, our aggregate beer and CSD production capacity was 279.6 million hectoliters per year. Our total annual beer production
capacity was 192.6 million hectoliters. Our total CSD production capacity was 87.0 million hectoliters. In 2012, the production of these facilities totaled 123.4 million hectoliters for beer and 46.4 million hectoliters for CSD.



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The following is a list of our principal production facilities as of March 31, 2013:

Latin America North



|                                        |  |              
|--------------------------------------- |  | -------------
|Plant                                   |  | Type of Plant
|Agudos, São Paulo                       |  | Beer         
|Brasília, Federal District              |  | Beer         
|Curitiba, Paraná                        |  | Beer         
|Equatorial, Maranhao                    |  | Beer         
|Goiânia, Goiás                          |  | Beer         
|Jacarei, São Paulo                      |  | Beer         
|Lages, Santa Catarina                   |  | Beer         
|Natal, Rio Grande do Norte              |  | Beer         
|Guarulhos, São Paulo                    |  | Beer         
|Sete Lagoas, Minas Gerais               |  | Beer         
|Petrópolis, Rio de Janeiro              |  | Beer         
|Águas Claras, Sergipe                   |  | Mixed        
|Aquiraz, Ceará                          |  | Mixed        
|Camaçari, Bahia                         |  | Mixed        
|Cebrasa, Goiás                          |  | Mixed        
|Cuiabá, Mato Grosso                     |  | Mixed        
|Jaguariúna, São Paulo                   |  | Mixed        
|João Pessoa, Paraiba                    |  | Mixed        
|Itapissuma, Pernambuco                  |  | Mixed        
|Nova Rio, Rio de Janeiro                |  | Mixed        
|Manaus, Amazonas                        |  | Mixed        
|Minas, Minas Gerais                     |  | Mixed        
|Teresina, Piauí                         |  | Mixed        
|Águas Claras do Sul, Rio Grande do Sul  |  | Mixed        
|Piraí, Rio de Janeiro                   |  | Mixed        
|Curitibana, Paraná                      |  | Soft drinks  
|Contagem, Minas Gerais                  |  | Soft drinks  
|Jundiaí, São Paulo                      |  | Soft drinks  
|Sapucaia, Rio Grande do Sul             |  | Soft drinks  
|São Paulo, São Paulo                    |  | Labels       
|Manaus, Amazonas                        |  | Crown Cap    
|Campo Grande, Rio de Janeiro            |  | Glass Bottle 
|Manaus, Amazonas                        |  | Concentrate  
|Maltaria Navegantes, Rio Grande do Sul  |  | Malt         
|Maltaria Passo Fundo, Rio Grande do Sul |  | Malt         
|AmbevCentroamerica, Guatemala           |  | Beer         
|AmbevEcuador, Ecuador                   |  | Beer         
|Santo Domingo, Dominican Repulic        |  | Beer         
|Saint Vincent                           |  | Mixed        
|Hato Nuevo, Dominican Republic          |  | Mixed        
|Huachipa, Peru                          |  | Mixed        
|Sullana, Peru                           |  | Soft Drinks  
|Cympay, Uruguay                         |  | Malt         
|MUSA, Uruguay                           |  | Malt         
|Malteria Pampa, Argentina               |  | Malt         



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Latin America South



|                              |  |                       
|----------------------------- |  | ----------------------
|Plant                         |  | Type of Plant         
|Quilmes, Argentina            |  | Beer                  
|Corrientes, Argentina         |  | Mixed                 
|La Paz, Bolivia               |  | Beer                  
|Santa Cruz, Bolivia           |  | Beer                  
|Taquiña, Bolivia              |  | Beer                  
|Huari, Bolivia                |  | Beer                  
|Tarija, Bolivia               |  | Beer                  
|Santiago, Chile               |  | Beer                  
|Minas, Uruguay                |  | Beer                  
|Ypane, Paraguay               |  | Beer                  
|Zarate, Argentina             |  | Beer                  
|Mendoza, Argentina            |  | Mixed                 
|Montevideo, Uruguay           |  | Mixed                 
|Cordoba, Argentina            |  | Soft Drinks           
|Trelew, Argentina             |  | Soft Drinks           
|Buenos Aires South, Argentina |  | Soft Drinks and Juices
|Tucuman, Argentina            |  | Soft Drinks           
|Tres Arroyos, Argentina       |  | Malt                  
|Llavallol, Argentina (1)      |  | Malt                  
|Acheral, Argentina            |  | Beer                  
|Coroplas, Argentina           |  | Crown Cap             
|FPV, Paraguay                 |  | Bottles               
|Sacaba, Bolivia               |  | Soft Drinks           
|El Alto, Bolivia              |  | Soft Drinks           
|Enalbo, Bolivia               |  | Cans                  



|(1) | This malting facility has been leased to third parties for 10 years as from 2007.
|--- | ---------------------------------------------------------------------------------

Canada



|           |  |              
|---------- |  | -------------
|Plant      |  | Type of Plant
|St. Johns |  | Beer         
|Halifax    |  | Beer         
|Montreal   |  | Beer         
|London     |  | Beer         
|Edmonton   |  | Beer         
|Creston    |  | Beer         



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|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.



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##### Table of Contents

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------



|A. | Operating Results
|-- | -----------------

Introduction

The following managements discussion and analysis of financial condition and results of operations should be
read in conjunction with our audited financial statements included in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in
the forward-looking statements as a result of various factors including, without limitation, those set forth in Cautionary Statement Regarding Forward-Looking Information and the matters set forth in this annual report generally.

We have prepared our audited consolidated financial statements as of December 31, 2012, 2011 and 2010 and for the years
then ended in reais in accordance with IFRS as promulgated by the IASB.

The financial information and related
discussion and analysis contained in this item are in accordance with IFRS as issued by the IASB. The amounts are in million reais, unless otherwise stated.

Critical Accounting Policies

The SEC has defined a critical
accounting policy as a policy for which there is a choice among alternatives available, and for which choosing a legitimate alternative would yield materially different results. We believe that the following are our critical accounting policies. We
consider an accounting policy to be critical if it is important to our financial condition and results of operations and requires significant or complex judgments and estimates on the part of our management.

The preparation of financial statements in conformity with IFRS requires us to use estimates and adopt assumptions that affect the
reported amounts of assets and liabilities, revenues and expenses and accounting disclosures. Actual results may differ from those estimated under different variables, assumptions or conditions. note 3 to our audited consolidated financial
statements includes a summary of the significant accounting policies applied in the preparation of these financial statements. In order to provide an understanding about how management forms its judgments about future events, including the variables
and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we have included below a brief discussion of our more significant accounting policies.

Accounting for Business Combinations and Impairment of Goodwill and Intangible Assets

We have made acquisitions that generated a significant amount of goodwill and other intangible assets, including from the acquisition of
Labatt, Quinsa and Cerveceria Nacional Dominicana, or CND.

Under IFRS, goodwill is calculated as the difference between the
transferred consideration and the fair value of the net assets acquired. IFRS 3 Business Combinations does not permit that goodwill and intangible assets with indefinite useful lives be amortized but they should be tested annually for
impairment. Our intangible assets with definite useful lives are amortized over the estimated useful lives of these assets.

We exercise significant judgment in the process of identifying tangible and intangible assets and liabilities, valuing such assets and
liabilities and in determining their remaining useful lives. We generally engage third-party valuation firms to assist in valuing the acquired assets and liabilities. The valuation of these assets and liabilities is based on the assumptions and
criteria which include in some cases estimates of future cash flows discounted at the appropriate rates. The use of different assumptions used for valuation purposes including estimates of future cash flows or discount rates may result in different
estimates of value of assets acquired and liabilities assumed.



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We test our goodwill and other long-lived assets for impairment annually and whenever events
and circumstances indicate that the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those items. Our cash flow estimates are based on historical results adjusted to reflect our best estimate of
future market and operating conditions. Our estimates of fair values used to determine the resulting impairment loss, if any, represent our best estimate based on forecasted cash flows, industry trends and reference to market rates and transactions.
Impairments can also occur when we decide to dispose of assets.

Pension and other Post-Retirement Benefits

Post-employment benefits include pension benefits, dental and health care. The Company manages defined benefit and defined contribution
plans for employees of its companies located in Brazil, the Dominican Republic, Argentina, Bolivia and Canada. Usually, pension plans are funded by payments made both by the Company and its employees, taking into account the recommendations of
independent actuaries. Ambev maintains funded and unfunded plans.

Defined Contribution Plans

A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no
legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to these plans are recognized as expenses in the period in which they are incurred.

Defined Benefit Plans

Defined benefit plans typically define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

For defined benefit plans, expenses are assessed separately for each plan using the projected unit credit method. The
projected unit credit method takes into account each period of service as giving rise to an additional unit of benefit to measure each unit separately. Under this method, the cost of providing pensions is charged to the income statement during the
period of service of the employee. The amounts charged to the income statement consist of current service cost, interest cost, the expected return of any plan assets, past service costs and the effect of any settlements and curtailments. The
obligations of the plan recognized in the balance sheet are measured at the current value of the estimated future cash outflows using a discount rate equivalent to the bond rates with maturity terms similar to those of the obligation, less any past
service cost not yet recognized and the fair value of any plan assets. Past service costs result from the introduction of a new plan or changes to an existing plan. These are recognized in the income statement over the period the benefit vests.
Actuarial gains and losses consist of the effects of differences between the previous actuarial assumptions compared to the actual results and the effects of changes in actuarial assumptions. Actuarial gains and losses are fully recognized in other
comprehensive income.

Past-service costs are recognized immediately in income, unless the changes to the pension plan are
conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortized on a straight-line basis over the vesting period.

For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a
mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an
asset to the extent that a cash refund or a reduction in the future payments is available.



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Where the calculated amount of a defined benefit plan liability is negative (an asset),
Ambev recognizes such pension asset to the extent of any unrecognized past service costs plus any economic benefits available to Ambev either from refunds or reductions in future contributions.

Other Post-Employment Obligations

The Company and its subsidiaries provide health care benefits, reimbursement of expenses with certain medications and other benefits to certain retirees who retired in the past. These benefits are not
granted to new retirees. The expected costs of these benefits are recognized over the period of employment, using an accounting methodology similar to that for defined benefit plans.

Contingencies

The preparation of our financial statements requires our
management to make estimates and assumptions regarding contingencies which affect the valuation of assets and liabilities at the date of the financial statements and the revenues and expenses during the reported period.

We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and material contingent
assets where the inflow of economic benefits is probable. We discuss our material contingencies in note 30 to our financial statements.

Under IFRS, we record a provision for a loss contingency when it is probable that a future event will confirm that a liability has been incurred at the date of the financial statements, and the amount of
the loss can be reasonably estimated. In particular, given the uncertain nature of Brazilian tax legislation, the assessment of potential tax liabilities requires significant management judgment. By their nature contingencies will only be resolved
when one or more future events occur or fail to occur  and typically those events may occur a number of years in the future.

Total provisions including contingencies, restructuring and other provisions related to such matters, recorded on our balance sheet as of December 31, 2012, 2011 and 2010 totaled R$655.6 million,
R$580.1 million and R$639.1 million, respectively. For further details, see note 26 of our consolidated financial statements.

Deferred and
Current Income Taxes

We recognize deferred tax effects of tax loss carry forwards and temporary differences between the
financial statement carrying amounts and the tax basis of our assets and liabilities. We estimate our income taxes based on regulations in the various jurisdictions where we conduct business. This requires us to estimate our actual current tax
exposure and to assess temporary differences that result from different treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we record on our balance sheet. We regularly
review the deferred tax assets for recoverability and will only recognize these if we believe that it is probable that there will be sufficient taxable profit against any temporary differences that can be utilized, based on historical taxable
income, projected future taxable income, and the expected timing of the reversals of existing temporary differences.

The
carrying amount of a deferred tax asset is reviewed at each balance sheet date. We reduce the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit
of part or all of that deferred tax asset to be utilized. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.

Accounting for Derivatives

Ambev uses derivative financial instruments in
order to mitigate against risks related to foreign currency, interest rates and commodity prices. Ambevs financial risk management policy forbids the use of



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derivative financial instruments for speculative purposes. Derivative instruments that, although contracted for hedging purposes, do not meet all hedge accounting criteria defined in the
International Accounting Standard 39 Financial Instruments: Recognition and Measurement, or the IAS 39, are recognized at fair value in the income statement.

Derivative financial instruments are recognized initially at fair value. Fair value is the amount for which the asset could be realized and the liability settled, between knowledgeable parties, in an
arms length transaction. The fair value of derivative financial instruments may be obtained from quoted market prices or from pricing models that take into account current market rates.

Subsequent to initial recognition, derivative financial instruments are remeasured taking into account their fair value on the financial
statements date. Depending on the type of instrument, whether cash flow hedging or fair value hedging, the changes in their fair value are recognized in the income statement or in equity.

The concepts of cash flow, net investment hedge accounting and fair value hedge are applied to all instruments that meet the hedge
accounting requirements defined in IAS 39, e.g., the maintenance of the documentation required and the effectiveness of the hedge.

Cash Flow Hedge Accounting

When a derivative financial instrument hedges
the exposure in cash flows of a recognized asset or liability, the foreign currency risk of a firm commitment or a highly probable forecasted transaction, the effective part of any resulting gain or loss on the derivative financial instrument is
recognized directly in equity (hedging reserves). When the firm commitment in foreign currency or the forecasted transaction results in the recognition of a non-financial asset or a non-financial liability, the cumulative gain or loss is removed
from equity and included in the initial measurement of the asset or liability. When the hedge relates to financial assets or liabilities, the cumulative gain or loss on the hedging instrument is reclassified from equity into the income statement in
the same period during which the hedged risk affects the income statement (e.g., when the variable interest expense is recognized). The ineffective part of any gain or loss is recognized immediately in the income statement. When a hedging instrument
or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss (at that point) remains in equity and is reclassified in accordance with the above policy when the hedged transaction occurs. If
the hedged transaction is no longer probable, the cumulative gain or loss recognized in equity is recognized into the income statement immediately.

Net Investment Hedge Accounting

When a foreign currency liability hedges
a net investment in a foreign operation, exchange differences arising on the translation of the liability to the functional currency are recognized directly in other comprehensive income (translation reserves).

When a derivative financial instrument hedges a net investment in a foreign operation, the portion of the gain or the loss on the hedging
instrument that is determined to be an effective hedge is recognized directly in other comprehensive income (translation reserves), while the ineffective portion is reported in the income statement.

Investments in equity instruments or derivatives linked to and to be settled by delivery of an equity instrument are stated at cost when
such equity instrument does not have a quoted market price in an active market and for which other methods of reasonably estimating fair value are clearly inappropriate or unworkable.

Fair Value Hedge Accounting

When a derivative financial instrument hedges the variability in fair value of a recognized asset or liability, any resulting gain or loss on the hedging instrument is recognized in the income statement.
The hedged



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item is also stated at fair value in respect of the risk being hedged, with any gain or loss being recognized in the income statement. The Company will discontinue fair value hedge accounting
when the object of coverage expires, is sold, terminated or exercised.

Should these instruments be settled only on their
respective maturity dates, any effect between the market value and estimated yield curve of the instruments would be totally eliminated. Had we adopted the same criterion to recognize our financial liabilities at market value, we would have recorded
an additional loss, before income taxes, of R$(28.6) million on December 31, 2012 (as compared to a loss of R$(55.6) million on December 31, 2011, and R$(266.5) million on December 31, 2010), as follows:



|                                           |  |                 |         |  |              |  |         |            |  |       
|------------------------------------------ |  | --------------- | ------- |  | ------------ |  | ------- | ---------- |  | ------
|Financial Liabilities                      |  | Book Value      |         |  | Market Value |  |         | Difference
|                                           |  | (in R$ million)
|International financing (other currencies) |  |                 | 531.1   |  |              |  | 531.1   |            |  | -     
|BNDES/FINEP/EGF                            |  |                 | 2,109.8 |  |              |  | 2,109.8 |            |  | -     
|Bond 2017                                  |  |                 | 314.0   |  |              |  | 342.6   |            |  | (28.6)
|Debentures                                 |  |                 |         |  |              |  | -       |            |  | -     
|Tax incentives                             |  |                 | 168.7   |  |              |  | 168.7   |            |  | -     
|Financial Leasing                          |  |                 | 20.1    |  |              |  | 20.1    |            |  | -     
|                                           |  |                 |         |  |              |  |         |            |  |       
|Total                                      |  |                 | 3,143.8 |  |              |  | 3,172.3 |            |  | (28.6)

Special Items

Special items are those that in managements judgment need to be disclosed by virtue of their size or incidence. In deciding whether an event or transaction is special, management considers
quantitative as well as qualitative factors such as the frequency or predictability of occurrence, and the potential for variation of impact on profit or loss. These items are disclosed on the face of the consolidated income statement or separately
disclosed in the notes to the financial statements. Transactions which may give rise to special items are principally restructuring activities, impairments, and gains or losses on disposal of assets and investments.

Taxes

Income taxes

Income taxes in Brazil are comprised of federal income tax and social contribution (which is an additional federal income
tax). Ambevs aggregated weighted nominal tax rate applicable for the years ended on December 31, 2012, 2011 and 2010 was 32.13%, 32.58% and 32.81% respectively. For the years of 2012, 2011 and 2010, our IFRS effective tax rate was 18.43%
in 2012, 22.37% in 2011 and 21.48% in 2010.

The major reasons for the differences between the effective tax rates and the
nominal statutory rates have been: (1) benefits arising from tax-deductible payments of interest on shareholders equity without an interest charge in pre-tax income and (2) non-taxable benefits arising from state value-added
incentive programs.

Tax Losses Available for Offset

Part of the tax benefit corresponding to the tax losses carry forward of some subsidiaries located abroad was not recorded as an asset,
as management cannot determine whether realization is probable. The tax loss carry forward related to these unrecognized deferred tax assets were equivalent to R$1.08 billion on December 31, 2012, with an average expiration period of five
years.

Tax losses and negative bases of social contribution, in Brazil, have no expiry date; however, the annual offset is
limited to 30% of pre-tax income.



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Year Ended December 31, 2012, Compared to Year Ended December 31, 2011

In the periods discussed below, we conducted our operations through three business segments as follows:



| |  |  | Latin America North, which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD &
NANC sales division), and our HILA-Ex operations, which includes our operations in the Dominican Republic, Ecuador, Saint Vincent, Antigua, Dominica, Guatemala (which also serves El Salvador and Nicaragua) and Peru.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay and Chile.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Canada, represented by Labatts operations, which includes domestic sales in Canada and some exports to the U.S. market.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

The table below sets forth certain operating highlights of Ambev for the years presented.



|                                  |  |                                                                          |           |   |      |  |           |          |  |  |        |   
|--------------------------------- |  | ------------------------------------------------------------------------ | --------- | - | ---- |  | --------- | -------- |  |  | ------ | --
|                                  |  | Consolidated Financial Highlights                                        |          
|                                  |  | 2012                                                                     |           |   | 2011 |  |           | % Change | 
|                                  |  | (in R$ million, except volume amounts,percentages and per share amounts) |          
|Sales volume000 hectoliters     |  |                                                                          | 169,839.4 |   |      |  | 165,043.9 |          |  |  | 2.9    | % 
|Net sales                         |  |                                                                          | 32,231.0  |   |      |  | 27,126.7  |          |  |  | 18.8   | % 
|Net revenue per hectoliterR$/hl  |  |                                                                          | 189.8     |   |      |  | 164.4     |          |  |  | 15.5   | % 
|Cost of sales                     |  |                                                                          | (10,291.5 | ) |      |  | (8,793.3  | )        |  |  | 17.0   | % 
|Gross profit                      |  |                                                                          | 21,939.5  |   |      |  | 18,333.4  |          |  |  | 19.7   | % 
|Gross margin (%)                  |  |                                                                          | 68.1      | % |      |  | 67.6      | %        |  |  | -      |   
|Sales and marketing expenses      |  |                                                                          | (7,346.6  | ) |      |  | (6,251.0  | )        |  |  | 17.5   | % 
|Administrative expenses           |  |                                                                          | (1,546.5  | ) |      |  | (1,180.6  | )        |  |  | 31.0   | % 
|Other operating income/(expenses) |  |                                                                          | 864.0     |   |      |  | 784.5     |          |  |  | 10.1   | % 
|Special items                     |  |                                                                          | (50.4     | ) |      |  | 23.1      |          |  |  | (318.2 | )%
|Income from operations            |  |                                                                          | 13,860.0  |   |      |  | 11,709.4  |          |  |  | 18.4   | % 
|Operating margin (%)              |  |                                                                          | 43.0      | % |      |  | 43.2      | %        |  |  | -      |   
|Profit                            |  |                                                                          | 10,642.6  |   |      |  | 8,719.8   |          |  |  | 22.1   | % 
|Net margin                        |  |                                                                          | 33.0      | % |      |  | 32.1      | %        |  |  | -      |   

Margin Analysis

The following table sets forth certain line items in our income statement expressed as percentages of net sales for the years ended December 31, 2012 and 2011:



|                                  |  |                         |  |       |   |  |  |  |       |  
|--------------------------------- |  | ----------------------- |  | ----- | - |  |  |  | ----- | -
|                                  |  | Year Ended December 31,
|                                  |  | 2012                    |  | 2011 
|                                  |  | (%)                     |  | (%)  
|Net sales                         |  |                         |  | 100.0 |   |  |  |  | 100.0 |  
|Cost of sales                     |  |                         |  | (31.9 | ) |  |  |  | (32.4 | )
|Gross profit                      |  |                         |  | 68.1  |   |  |  |  | 67.6  |  
|Sales and marketing expenses      |  |                         |  | (22.8 | ) |  |  |  | (23.0 | )
|Administrative expenses           |  |                         |  | (4.8  | ) |  |  |  | (4.4  | )
|Other operating income/(expenses) |  |                         |  | 2.7   |   |  |  |  | 2.9   |  
|Special items                     |  |                         |  | (0.2  | ) |  |  |  | 0.1   |  
|Income from operations            |  |                         |  | 43.0  |   |  |  |  | 43.2  |  



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Selected Financial Data by Business Segment

The following table sets forth selected financial data by business segment, and business operations of Latin America North, for the years
ended December 31, 2012 and 2011:



|                                                |  |                         |          |   |             |  |         |     |  |  |          |   |  |       |          |   |            |  |           |             |  |  |          |   |  |        |        |   |       |  |          |   |  |  |          |   |  |  |          |  
|----------------------------------------------- |  | ----------------------- | -------- | - | ----------- |  | ------- | --- |  |  | -------- | - |  | ----- | -------- | - | ---------- |  | --------- | ----------- |  |  | -------- | - |  | ------ | ------ | - | ----- |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                |  | Year Ended December 31, |         
|                                                |  | 2012                    |          |   | 2011        | 
|                                                |  | Brazil (1)              |          |   | Hila-Ex (1) |  |         | LAS |  |  | Canada   |   |  | Total |          |   | Brazil (1) |  |           | Hila-Ex (1) |  |  | LAS      |   |  | Canada |        |   | Total | 
|                                                |  | (in R$ million)         |         
|Net sales                                       |  |                         | 20,977.8 |   |             |  | 1,335.5 |     |  |  | 5,886.9  |   |  |       | 4,030.8  |   |            |  | 32,231.0  |             |  |  | 18,616.9 |   |  |        | 515.5  |   |       |  | 4,488.9  |   |  |  | 3,505.4  |   |  |  | 27,126.7 |  
|Cost of sales                                   |  |                         | (6,239.7 | ) |             |  | (710.8  | )   |  |  | (2,196.0 | ) |  |       | (1,145.0 | ) |            |  | (10,291.5 | )           |  |  | (5,680.1 | ) |  |        | (326.0 | ) |       |  | (1,740.8 | ) |  |  | (1,046.4 | ) |  |  | (8,793.3 | )
|Gross profit                                    |  |                         | 14,738.1 |   |             |  | 624.7   |     |  |  | 3,690.8  |   |  |       | 2,885.8  |   |            |  | 21,939.5  |             |  |  | 12,936.8 |   |  |        | 189.5  |   |       |  | 2,748.1  |   |  |  | 2,459.0  |   |  |  | 18,333.4 |  
|Sales and marketing and administrative expenses |  |                         | (5,689.4 | ) |             |  | (570.0  | )   |  |  | (1,277.2 | ) |  |       | (1,356.5 | ) |            |  | (8,893.1  | )           |  |  | (5,006.1 | ) |  |        | (270.7 | ) |       |  | (978.3   | ) |  |  | (1,176.5 | ) |  |  | (7,431.6 | )
|Other operating income/ (expenses)              |  |                         | 836.9    |   |             |  | 3.8     |     |  |  | 7.3      |   |  |       | 16.0     |   |            |  | 864.0     |             |  |  | 776.3    |   |  |        | (3.2   | ) |       |  | 2.1      |   |  |  | 9.3      |   |  |  | 784.5    |  
|Special items                                   |  |                         | (19.1    | ) |             |  | (31.3   | )   |  |  | -        |   |  |       | -        |   |            |  | (50.4     | )           |  |  | 35.6     |   |  |        | -      |   |       |  | (9.2     | ) |  |  | (3.3     | ) |  |  | 23.1     |  
|Income from operations                          |  |                         | 9,866.5  |   |             |  | 27.2    |     |  |  | 2,421.0  |   |  |       | 1,545.3  |   |            |  | 13,860.0  |             |  |  | 8,742.6  |   |  |        | (84.4  | ) |       |  | 1,762.7  |   |  |  | 1,288.5  |   |  |  | 11,709.4 |  



|(1) | The business segment Latin America North is comprised of Brazil and Hila-Ex.
|--- | ----------------------------------------------------------------------------

Net Sales

Net sales increased by 18.8% for the year ended
December 31, 2012 to R$32,231.0 million from R$27,126.7 million in the same period of 2011, as shown in the tables set forth below.



|                    |  |                                     |          |  |      |  |        |          |  |  |          |  |  |  |        |  |  |  |        | 
|------------------- |  | ----------------------------------- | -------- |  | ---- |  | ------ | -------- |  |  | -------- |  |  |  | ------ |  |  |  | ------ | 
|                    |  | Net SalesYear Ended
December 31,    |         
|                    |  | 2012                                |          |  | 2011 |  |        | % Change | 
|                    |  | (in R$ million, except percentages) |         
|Latin America North |  |                                     | 22,313.3 |  |      |  | 69.2%  |          |  |  | 19,132.4 |  |  |  | 70.5%  |  |  |  | 16.6%  | 
|Brazil              |  |                                     | 20,977.8 |  |      |  | 65.1%  |          |  |  | 18,616.9 |  |  |  | 68.6%  |  |  |  | 12.7%  | 
|Beer Brazil         |  |                                     | 17,598.2 |  |      |  | 54.6%  |          |  |  | 15,667.5 |  |  |  | 57.8%  |  |  |  | 12.3%  | 
|CSD & NANC          |  |                                     | 3,379.6  |  |      |  | 10.5%  |          |  |  | 2,949.4  |  |  |  | 10.9%  |  |  |  | 14.6%  | 
|HILA-Ex             |  |                                     | 1,335.5  |  |      |  | 4.1%   |          |  |  | 515.5    |  |  |  | 1.9%   |  |  |  | 159.1% | 
|Latin America South |  |                                     | 5,886.9  |  |      |  | 18.3%  |          |  |  | 4,488.9  |  |  |  | 16.5%  |  |  |  | 31.1%  | 
|Canada              |  |                                     | 4,030.8  |  |      |  | 12.5%  |          |  |  | 3,505.4  |  |  |  | 12.9%  |  |  |  | 15.0%  | 
|                    |  |                                     |          |  |      |  |        |          |  |  |          |  |  |  |        |  |  |  |        | 
|Ambev Consolidated  |  |                                     | 32,231.0 |  |      |  | 100.0% |          |  |  | 27,126.7 |  |  |  | 100.0% |  |  |  | 18.8%  | 



|                    |  |                                                  |           |  |      |  |        |          |  |  |           |  |  |  |        |  |  |  |        | 
|------------------- |  | ------------------------------------------------ | --------- |  | ---- |  | ------ | -------- |  |  | --------- |  |  |  | ------ |  |  |  | ------ | 
|                    |  | Sales VolumesYear Ended
December 31,             |          
|                    |  | 2012                                             |           |  | 2011 |  |        | % Change | 
|                    |  | (in thousand of hectoliters, except percentages) |          
|Latin America North |  |                                                  | 126,186.8 |  |      |  | 74.3%  |          |  |  | 120,339.9 |  |  |  | 72.9%  |  |  |  | 4.9%   | 
|Brazil              |  |                                                  | 117,486.6 |  |      |  | 69.2%  |          |  |  | 113,960.5 |  |  |  | 69.0%  |  |  |  | 3.1%   | 
|Beer Brazil         |  |                                                  | 86,692.2  |  |      |  | 51.0%  |          |  |  | 84,597.8  |  |  |  | 51.3%  |  |  |  | 2.5%   | 
|CSD & NANC          |  |                                                  | 30,794.4  |  |      |  | 18.1%  |          |  |  | 29,362.7  |  |  |  | 17.8%  |  |  |  | 4.9%   | 
|HILA-Ex             |  |                                                  | 8,700.2   |  |      |  | 5.1%   |          |  |  | 6,379.4   |  |  |  | 3.9%   |  |  |  | 36.4%  | 
|Latin America South |  |                                                  | 34,291.8  |  |      |  | 20.2%  |          |  |  | 34,564.7  |  |  |  | 20.9%  |  |  |  | (0.8)% | 
|Canada              |  |                                                  | 9,360.7   |  |      |  | 5.5%   |          |  |  | 10,139.3  |  |  |  | 6.1%   |  |  |  | (7.7)% | 
|                    |  |                                                  |           |  |      |  |        |          |  |  |           |  |  |  |        |  |  |  |        | 
|Ambev Consolidated  |  |                                                  | 169,839.4 |  |      |  | 100.0% |          |  |  | 165,043.9 |  |  |  | 100.0% |  |  |  | 2.9%   | 



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|                    |  |                                                    |  |       |  |         
|------------------- |  | -------------------------------------------------- |  | ----- |  | --------
|                    |  | Net Revenues per HectoliterYear Ended
December 31,
|                    |  | 2012                                               |  | 2011  |  | % Change
|                    |  | (in R$ million except percentages)                
|Latin America North |  | 176.8                                              |  | 159.0 |  | 11.2%   
|Brazil              |  | 178.6                                              |  | 163.4 |  | 9.3%    
|Beer Brazil         |  | 203.0                                              |  | 185.2 |  | 9.6%    
|CSD & NANC          |  | 109.7                                              |  | 100.4 |  | 9.3%    
|HILA-Ex             |  | 153.5                                              |  | 80.8  |  | 90.0%   
|Latin America South |  | 171.7                                              |  | 129.9 |  | 32.2%   
|Canada              |  | 430.6                                              |  | 345.7 |  | 24.6%   
|                    |  |                                                    |  |       |  |         
|Ambev Consolidated  |  | 189.8                                              |  | 164.4 |  | 15.5%   

Latin America North Operations

Brazilian Operations

Net sales from our Brazilian operations increased by 12.7% for the year ended December 31, 2012, to R$20,977.8 million from R$18,616.9 million in the same period in 2011.

Net sales of beer in Brazil increased by 12.3% for the year ended December 31, 2012, to R$17,598.2 million from R$15,667.5 million
in the same period in 2011. The main drivers that contributed to this growth were: (1) beer sales volume growth of 2.5%, driven by industry expansion and partially offset by market share loss, and (2) growth of 9.6% in revenue per
hectoliter, which reached R$203.0 per hectoliter. This growth in revenue per hectoliter was mainly a result of price increases, higher direct distribution weight and higher premium brands mix, partially offset by higher taxes.

Net sales of CSD & NANC in Brazil increased by 14.6% for the year ended December 31, 2012, to R$3,379.6 million from
R$2,949.4 million in the same period in 2011. The main drivers that contributed to this growth were (1) sales volume growth of 4.9%, mainly driven by market share gains; (2) market expansion; and (3) an increase in revenues per
hectoliter of 9.3% reaching R$109.7 per hectoliter. This increase in revenue per hectoliter was mainly a reflection of price increases, partially offset by higher taxes.

HILA-Ex Operations

Ambevs operations in HILA-Ex increased net sales
by 159.1% in 2012 to R$1,335.5 million. The main reason for the increase was our strategic alliance with CND, in the Caribbean, pursuant to which we started consolidating CNDs results in May 2012. Revenues grew organically by 7.7% (without the
impact of CND consolidation) due to our price increases in the region.

Latin America South Operations

Latin America Souths net sales were R$5,886.9 in 2012, compared to R$4,488.9 million in 2011, yielding a growth
of 31.1% in the period. The main reason for this growth was a 32.2% growth in revenue per hectoliter due to our price increases in the region, also helped by a strong performance of our premium brands and by the appreciation of the Argentine Peso
compared against the real (based on the annual average rate).

Canada Operations

Labatts operations in Canada contributed R$4,030.8 million to Ambevs consolidated revenues in 2012, an increase of 15.0%
compared to 2011. This result was mainly driven by the appreciation of the Canadian Dollar compared against the real and by our price increases, partially offset by the phasing out of contracted volume supplied to NAB (North American Brewers)
in connection with the grant of the perpetual license for Labatt branded beer for sale exclusively in the U.S.



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##### Table of Contents

Cost of Sales

Total cost of sales increased by 17.0% for the year ended December 31, 2012, to R$10,291.5 from R$8,793.3 million in the same period
in 2011. As a percentage of our net sales, total cost of sales decreased to 31.9% in 2012 from 32.4% in 2011.



|                    |  |                                                     |       |  |      |  |       |          |  |  |      |  
|------------------- |  | --------------------------------------------------- | ----- |  | ---- |  | ----- | -------- |  |  | ---- | -
|                    |  | Cost of Sales per HectoliterYear Ended
December 31, |      
|                    |  | 2012                                                |       |  | 2011 |  |       | % Change | 
|                    |  | (in R$ million, except percentages)                 |      
|Latin America North |  |                                                     | 55.1  |  |      |  | 49.9  |          |  |  | 10.4 | %
|Brazil              |  |                                                     | 53.1  |  |      |  | 49.8  |          |  |  | 6.6  | %
|Beer Brazil         |  |                                                     | 55.7  |  |      |  | 52.0  |          |  |  | 7.1  | %
|CSD & NANC          |  |                                                     | 45.9  |  |      |  | 43.7  |          |  |  | 5.1  | %
|HILA-Ex             |  |                                                     | 81.7  |  |      |  | 51.1  |          |  |  | 59.9 | %
|Latin America South |  |                                                     | 64.0  |  |      |  | 50.4  |          |  |  | 27.2 | %
|Canada              |  |                                                     | 122.3 |  |      |  | 103.2 |          |  |  | 18.5 | %
|                    |  |                                                     |       |  |      |  |       |          |  |  |      |  
|Ambev Consolidated  |  |                                                     | 60.6  |  |      |  | 53.3  |          |  |  | 13.7 | %

Latin America North Operations

Brazilian Operations

Total cost of sales for our Brazilian operations increased by 9.9% for the year ended December 31, 2012, to 6,239.7 million from R$5,680.1 million in the same period in 2011. On a per-hectoliter
basis, our Brazilian operations cost of sales increased by 6.6% for the year ended December 31, 2012, to R$53.1 from R$49.8 in the same period in 2011.

Cost of sales for our Brazilian beer operations increased by 9.8% for the year ended December 31, 2012, to R$4,825.7 million. On a per hectoliter basis, cost of sales for our Brazilian beer
operations increased by 7.1%. The main factors that led to this increase were (1) increased barley prices, (2) greater industrial depreciation and (3) higher packaging costs (mainly due to higher weight of cans in the volume mix),
partially offset by (4) currency hedges.

Cost of sales for the CSD & Nanc segment in Brazil increased 10.2%,
reaching R$1,414.0. The cost of sales per hectoliter increased 5.1%, totaling R$45.9, impacted by (1) higher packaging costs, (2) greater industrial depreciation and (3) higher sugar prices, partially offset by (4) currency
hedges.

HILA-Ex Operations

The cost of sales in HILA-Ex operations increased 118.0%, reaching R$710.8 million in 2012. The main reason for this increase was our strategic alliance with CND in the Caribbean, pursuant to which we
started consolidating CNDs results in May 2012. Cost of sales per hectoliter increase by 59.9% in reported terms, but grew 12.5% organically (without the impact of CND consolidation).

Latin America South Operations

Latin America Souths cost of sales were R$2,196.0 million in 2012, a 26.2% increase from 2011. On a per hectoliter basis, cost of sales increased by 27.2% in the year. The increase in cost of sales
was due to (1) higher commodities prices (mainly barley), (2) general inflation and higher labor costs, mainly in Argentina, and (3) an appreciation of the Argentine Peso compared against the real (based on the annual average
rate).



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##### Table of Contents

Canada Operations

Cost of sales for Labatt increased by 9.4% for the year ended December 31, 2012, to R$1,145.0 from R$1,046.4 million in the same
period in 2011. This increase was mainly due to the appreciation of the Canadian Dollar compared against the real, partially offset by the phasing out of contracted volume supplied to NAB (North American Brewers) in connection with the grant of the
perpetual license for Labatt branded beer for sale exclusively in the U.S.

Gross Profit

Gross profit increased by 19.7% for the year ended December 31, 2012, to R$21,939.5 million from R$18,333.4 million in the same
period in 2011. The table below sets forth the contribution of each business segment to Ambevs consolidated gross profit.



|                    |  |                                     |          |  |            |  |        |        |  |  |        |  |  |            |          |  |        |  |        |  |  |  |       | 
|------------------- |  | ----------------------------------- | -------- |  | ---------- |  | ------ | ------ |  |  | ------ |  |  | ---------- | -------- |  | ------ |  | ------ |  |  |  | ----- | 
|                    |  | Gross Profit                        |         
|                    |  | 2012                                |          |  | 2011       | 
|                    |  | Amount                              |          |  | % of Total |  |        | Margin |  |  | Amount |  |  | % of Total |          |  | Margin | 
|                    |  | (in R$ million, except percentages) |         
|Latin America North |  |                                     | 15,362.8 |  |            |  | 70.0%  |        |  |  | 68.9%  |  |  |            | 13,126.3 |  |        |  | 71.6%  |  |  |  | 68.6% | 
|Brazil              |  |                                     | 14,738.1 |  |            |  | 67.2%  |        |  |  | 70.3%  |  |  |            | 12,936.8 |  |        |  | 70.6%  |  |  |  | 69.5% | 
|Beer Brazil         |  |                                     | 12,772.5 |  |            |  | 58.2%  |        |  |  | 72.6%  |  |  |            | 11,270.6 |  |        |  | 61.5%  |  |  |  | 71.9% | 
|CSD & NANC          |  |                                     | 1,965.6  |  |            |  | 9.0%   |        |  |  | 58.2%  |  |  |            | 1,666.2  |  |        |  | 9.1%   |  |  |  | 56.5% | 
|HILA-Ex             |  |                                     | 624.7    |  |            |  | 2.8%   |        |  |  | 46.8%  |  |  |            | 189.5    |  |        |  | 1.0%   |  |  |  | 36.8% | 
|Latin America South |  |                                     | 3,690.9  |  |            |  | 16.8%  |        |  |  | 62.7%  |  |  |            | 2,748.1  |  |        |  | 15.0%  |  |  |  | 61.2% | 
|Canada              |  |                                     | 2,885.8  |  |            |  | 13.2%  |        |  |  | 71.6%  |  |  |            | 2,459.0  |  |        |  | 13.4%  |  |  |  | 70.2% | 
|Ambev Consolidated  |  |                                     | 21,939.5 |  |            |  | 100.0% |        |  |  | 68.1%  |  |  |            | 18,333.4 |  |        |  | 100.0% |  |  |  | 67.6% | 

Sales and Marketing and Administrative Expenses

Ambevs sales and marketing and administrative expenses amounted to R$8,893.1 million for the year ended December 31, 2012, a
19.7% increase over the same period in 2011. An analysis of sales and marketing and administrative expenses for each business segment is set forth below.

Latin America North Operations

Brazilian Operations

Sales and marketing and administrative expenses in Brazil amounted to R$5,689.4 million for the year ended
December 31, 2012, an increase of 13.7% over the same period in 2011.

Sales and marketing and administrative expenses
for our Brazilian beer operations reached R$4,979.1 million for the year ended December 31, 2012, increasing 13.3% over the same period in 2011. The main drivers for the higher operating expenses were: (1) higher distribution costs
(although at a lower rate during the second half of the year because of our investments in production and distribution capacity) and (2) higher bonus accruals.

Sales and marketing and administrative expenses for the CSD & NANC segment in Brazil were R$710.3 million for the year ended December 31, 2012, an increase of 16.0% over the same period in
2011 due to (1) higher distribution costs and (2) higher bonus accrual.

HILA-Ex

Sales and marketing and administrative expenses for Ambevs operations in HILA-Ex amounted to R$570.0 million for the year ended
December 31, 2012, increasing 110.5% compared to the same period in 2011



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##### Table of Contents

as a result of our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CNDs results in May 2012. Organically, sales and marketing and administrative
expenses grew 13.4% (without the impact of CND consolidation).

Latin America South Operations

Sales and marketing and administrative expenses totaled R$1,277.2 million for the year ended December 31, 2012, increasing 30.6%
over the same period in 2011. This increase was due to (1) higher transportation and labor costs, caused mainly by high inflation in Argentina, (2) additional commercial expenses to support our brands and (3) the appreciation of the
Argentine peso compared against the real (based on the annual average rate).

Canada Operations

Labatts sales and marketing and administrative expenses was R$1,356.5 million for the year ended
December 31, 2012, an increase of 15.3% as compared to 2011 principally because the appreciation of the Canadian Dollar.

Other Operating Income (Expense)

Other operating income in 2012 represented a net gain of R$864.0 million compared to R$784.5 million in 2011. The increase in 2012 was mainly due to higher government grants, and the net present value
adjustment of greater long term fiscal incentives.

Special items

Special items were losses of R$50.4 million in 2012 explained mainly by restructuring costs of R$31.3 million and expenses with
acquisition of subsidiaries in the amount of R$15.8 million.

Income from operations

Income from operations increased by 18.4 % for the year ended December 31, 2012, to R$13,860.0 million from R$11,709.4 million
in the same period in 2011, primarily as a result of our higher gross profit.

Net Finance Cost

Our financial result was an expense of R$812.8 million, compared to an expense of R$468.1 million in 2011. This result is mainly
explained by a non-cash accretion expense in connection with the put option associated with our investment in CND, a lower interest income due to the lower interest rate compared to the previous year and higher expenses related to derivative
instruments. This result was also impacted by foreign exchange translation losses on intercompany loans as a consequence of the real depreciation. Given the nature of these transactions (intercompany loans), the non-cash currency translation impact
is reported in our income statement. However, such impact is economically offset by the foreign exchange translation gains that are registered in equity on the consolidation of offshore companies with functional currency different than reais.

Ambevs total year end indebtedness decreased by R$958.5 million compared to 2011, while its cash and cash equivalents
and current investment securities, net of bank overdrafts, increased R$1,145.3 million, reflecting the Companys strong cash generation in 2012. As a result Ambevs net cash position increased by R$2,103.9 million.



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##### Table of Contents

Income Tax Expense

Our consolidated income tax and social contribution for the year ended December 31, 2012, totaled R$2,405.1 million, a decrease of
4.6% in relation to the R$2,522.0 million in 2011. The effective rate was 18.4%, compared to 22.4% in the previous year. Such decrease in our effective rate during the year was primarily due to higher deductible interest on shareholders
equity, higher goodwill amortization and other income tax benefits.

Net Income Attributable to Shareholders

Profit increased by 21.6% for the year ended December 31, 2012, to R$10,508.1 million from R$8,641.0 million in the
same period in 2011 due to a higher EBITDA and a lower effective tax rate.

Net Income Attributable to Non-Controlling
Interest

Non-controlling interest totaled R$134.5 million compared to R$78.8 million in 2011, mostly due to our strategic
alliance with CND in the Caribbean, pursuant to which we started consolidating CNDs results in May 2012.

Year Ended
December 31, 2011, Compared to Year Ended December 31, 2010

In the periods discussed below, we conducted
our operations through three business segments as follows:



| |  |  | Latin America North, which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD &
NANC sales division), and our HILA-ex operations, which includes our operations in the Dominican Republic, Guatemala (which also serves El Salvador and Nicaragua) Peru and Ecuador .
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay and Chile.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Canada, represented by Labatts operations, which includes domestic sales in Canada and some exports to the U.S. market.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

The table below sets forth certain operating highlights of Ambev for the years presented.



|                                  |  |                                                                           |           |  |      |  |           |          |  |  |      |   
|--------------------------------- |  | ------------------------------------------------------------------------- | --------- |  | ---- |  | --------- | -------- |  |  | ---- | --
|                                  |  | Consolidated Financial Highlights                                         |          
|                                  |  | 2011                                                                      |           |  | 2010 |  |           | % Change | 
|                                  |  | (in R$ million, except volume amounts,
percentages and per share amounts) |          
|Sales volume000 hectoliters     |  |                                                                           | 165,043.9 |  |      |  | 165,142.5 |          |  |  | (0.1 | %)
|Net sales                         |  |                                                                           | 27,126.7  |  |      |  | 25,233.3  |          |  |  | 7.5  | % 
|Net revenue per hectoliterR$/hl  |  |                                                                           | 164.4     |  |      |  | 152.8     |          |  |  | 7.6  | % 
|Cost of sales                     |  |                                                                           | (8,793.3) |  |      |  | (8,449.0) |          |  |  | 4.1  | % 
|Gross profit                      |  |                                                                           | 18,333.4  |  |      |  | 16,784.3  |          |  |  | 9.2  | % 
|Gross margin (%)                  |  |                                                                           | 67.6%     |  |      |  | 66.5%     |          |  |  | -    |   
|Sales and marketing expenses      |  |                                                                           | (6,251.0) |  |      |  | (6,038.5) |          |  |  | 3.5  | % 
|Administrative expenses           |  |                                                                           | (1,180.6) |  |      |  | (1,197.0) |          |  |  | (1.4 | %)
|Other operating income/(expenses) |  |                                                                           | 784.5     |  |      |  | 624.9     |          |  |  | 25.5 | % 
|Special items                     |  |                                                                           | 23.1      |  |      |  | (150.8)   |          |  |  | nm   |   
|Income from operations            |  |                                                                           | 11,709.4  |  |      |  | 10,022.9  |          |  |  | 16.8 | % 
|Operating margin (%)              |  |                                                                           | 43.2%     |  |      |  | 39.7%     |          |  |  | -    |   
|Profit                            |  |                                                                           | 8,719.8   |  |      |  | 7,619.2   |          |  |  | 14.4 | % 
|Net margin                        |  |                                                                           | 32.1%     |  |      |  | 30.2%     |          |  |  | -    |   



60



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##### Table of Contents

Margin Analysis

The following table sets forth certain items in our income statement expressed as percentages of net sales for the years ended December 31, 2011 and 2010:



|                                  |  |                         |       |   |      |  |       |  
|--------------------------------- |  | ----------------------- | ----- | - | ---- |  | ----- | -
|                                  |  | Year Ended December 31, |      
|                                  |  | 2011                    |       |   | 2010 | 
|                                  |  | (%)                     |       |   | (%)  | 
|Net sales                         |  |                         | 100.0 |   |      |  | 100.0 |  
|Cost of sales                     |  |                         | (32.4 | ) |      |  | (33.5 | )
|Gross profit                      |  |                         | 67.6  |   |      |  | 66.5  |  
|Sales and marketing expenses      |  |                         | (23.0 | ) |      |  | (23.9 | )
|Administrative expenses           |  |                         | (4.4  | ) |      |  | (4.7  | )
|Other operating income/(expenses) |  |                         | 2.9   |   |      |  | 2.5   |  
|Special items                     |  |                         | 0.1   |   |      |  | (0.6  | )
|Income from operations            |  |                         | 43.2  |   |      |  | 39.7  |  

Selected Financial Data by Business Segment

The following table sets forth selected financial data by business segment, and business operations of Latin America North for the years
ended December 31, 2011 and 2010:



|                                                |  |                         |          |   |            |  |        |     |  |  |          |   |  |       |          |   |           |  |          |            |  |  |          |   |  |        |        |   |       |  |          |   |  |  |          |   |  |  |          |  
|----------------------------------------------- |  | ----------------------- | -------- | - | ---------- |  | ------ | --- |  |  | -------- | - |  | ----- | -------- | - | --------- |  | -------- | ---------- |  |  | -------- | - |  | ------ | ------ | - | ----- |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                |  | Year Ended December 31, |         
|                                                |  | 2011                    |          |   | 2010       | 
|                                                |  | Brazil(1)               |          |   | Hila-Ex(1) |  |        | LAS |  |  | Canada   |   |  | Total |          |   | Brazil(1) |  |          | Hila-Ex(1) |  |  | LAS      |   |  | Canada |        |   | Total | 
|                                                |  | (in R$ million)         |         
|Net sales                                       |  |                         | 18,616.9 |   |            |  | 515.5  |     |  |  | 4,488.9  |   |  |       | 3,505.4  |   |           |  | 27,126.7 |            |  |  | 17,146.6 |   |  |        | 563.9  |   |       |  | 3,857.2  |   |  |  | 3,665.6  |   |  |  | 25,233.3 |  
|Cost of sales                                   |  |                         | (5,680.1 | ) |            |  | (326.0 | )   |  |  | (1,740.8 | ) |  |       | (1,046.4 | ) |           |  | (8,793.3 | )          |  |  | (5,421.0 | ) |  |        | (372.9 | ) |       |  | (1,500.2 | ) |  |  | (1,154.9 | ) |  |  | (8,449.0 | )
|Gross profit                                    |  |                         | 12,936.8 |   |            |  | 189.5  |     |  |  | 2,748.1  |   |  |       | 2,459.0  |   |           |  | 18,333.4 |            |  |  | 11,725.6 |   |  |        | 191.0  |   |       |  | 2,357.0  |   |  |  | 2,510.7  |   |  |  | 16,784.3 |  
|Sales and marketing and administrative expenses |  |                         | (5,006.1 | ) |            |  | (270.7 | )   |  |  | (978.3   | ) |  |       | (1,176.5 | ) |           |  | (7,431.6 | )          |  |  | (4,865.9 | ) |  |        | (317.3 | ) |       |  | (861.4   | ) |  |  | (1,190.9 | ) |  |  | (7,235.5 | )
|Other operating income/ (expenses)              |  |                         | 776.3    |   |            |  | (3.2   | )   |  |  | 2.1      |   |  |       | 9.3      |   |           |  | 784.5    |            |  |  | 634.2    |   |  |        | 3.1    |   |       |  | (13.9    | ) |  |  | 1.5      |   |  |  | 624.9    |  
|Special items                                   |  |                         | 35.6     |   |            |  | -      |     |  |  | (9.2     | ) |  |       | (3.3     | ) |           |  | 23.1     |            |  |  | (59.3    | ) |  |        | -      |   |       |  | (14.1    | ) |  |  | (77.4    | ) |  |  | (150.8   | )
|Income from operations                          |  |                         | 8,742.6  |   |            |  | (84.4  | )   |  |  | 1,762.7  |   |  |       | 1,288.5  |   |           |  | 11,709.4 |            |  |  | 7,434.6  |   |  |        | (123.2 | ) |       |  | 1,467.6  |   |  |  | 1,243.9  |   |  |  | 10,022.9 |  



|(1) | The business segment Latin America North is comprised of Brazil and Hila-Ex.
|--- | ----------------------------------------------------------------------------

Net Sales

Net sales increased by 7.5% for the year ended
December 31, 2011, to R$27,126.7 million from R$25,233.3 million in the same period in 2010.



|                    |  |                                     |          |  |      |  |       |          |  |  |          |  |  |  |       |   |  |  |      |   
|------------------- |  | ----------------------------------- | -------- |  | ---- |  | ----- | -------- |  |  | -------- |  |  |  | ----- | - |  |  | ---- | --
|                    |  | Net SalesYear Ended December 31,    |         
|                    |  | 2011                                |          |  | 2010 |  |       | % Change | 
|                    |  | (in R$ million, except percentages) |         
|Latin America North |  |                                     | 19,132.4 |  |      |  | 70.5  | %        |  |  | 17,710.5 |  |  |  | 70.2  | % |  |  | 8.0  | % 
|Brazil              |  |                                     | 18,616.9 |  |      |  | 68.6  | %        |  |  | 17,146.6 |  |  |  | 68.0  | % |  |  | 8.6  | % 
|Beer Brazil         |  |                                     | 15,667.5 |  |      |  | 57.8  | %        |  |  | 14,279.3 |  |  |  | 56.6  | % |  |  | 9.7  | % 
|CSD & NANC          |  |                                     | 2,949.4  |  |      |  | 10.9  | %        |  |  | 2,867.3  |  |  |  | 11.4  | % |  |  | 2.9  | % 
|HILA-Ex             |  |                                     | 515.5    |  |      |  | 1.9   | %        |  |  | 563.9    |  |  |  | 2.2   | % |  |  | (8.6 | %)
|Latin America South |  |                                     | 4,488.9  |  |      |  | 16.5  | %        |  |  | 3,857.2  |  |  |  | 15.3  | % |  |  | 16.4 | % 
|Canada              |  |                                     | 3,505.4  |  |      |  | 12.9  | %        |  |  | 3,665.6  |  |  |  | 14.5  | % |  |  | (4.4 | %)
|                    |  |                                     |          |  |      |  |       |          |  |  |          |  |  |  |       |   |  |  |      |   
|Ambev Consolidated  |  |                                     | 27,126.7 |  |      |  | 100.0 | %        |  |  | 25,233.3 |  |  |  | 100.0 | % |  |  | 7.5  | % 



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|                    |  |                                                   |           |  |      |  |       |          |  |  |           |  |  |  |       |   |  |  |      |   
|------------------- |  | ------------------------------------------------- | --------- |  | ---- |  | ----- | -------- |  |  | --------- |  |  |  | ----- | - |  |  | ---- | --
|                    |  | Sales VolumesYear Ended December 31,              |          
|                    |  | 2011                                              |           |  | 2010 |  |       | % Change | 
|                    |  | (in thousands of Hectoliters, except percentages) |          
|Latin America North |  |                                                   | 120,339.9 |  |      |  | 72.9  | %        |  |  | 120,056.6 |  |  |  | 72.7  | % |  |  | 0.2  | % 
|Brazil              |  |                                                   | 113,960.5 |  |      |  | 69.0  | %        |  |  | 113,725.6 |  |  |  | 68.9  | % |  |  | 0.2  | % 
|Beer Brazil         |  |                                                   | 84,597.8  |  |      |  | 51.3  | %        |  |  | 84,475.6  |  |  |  | 51.2  | % |  |  | 0.1  | % 
|CSD & NANC          |  |                                                   | 29,362.7  |  |      |  | 17.8  | %        |  |  | 29,250.0  |  |  |  | 17.7  | % |  |  | 0.4  | % 
|HILA-Ex             |  |                                                   | 6,379.4   |  |      |  | 3.9   | %        |  |  | 6,331.0   |  |  |  | 3.8   | % |  |  | 0.8  | % 
|Latin America South |  |                                                   | 34,564.7  |  |      |  | 20.9  | %        |  |  | 33,854.3  |  |  |  | 20.5  | % |  |  | 2.1  | % 
|Canada              |  |                                                   | 10,139.3  |  |      |  | 6.1   | %        |  |  | 11,231.6  |  |  |  | 6.8   | % |  |  | (9.7 | %)
|                    |  |                                                   |           |  |      |  |       |          |  |  |           |  |  |  |       |   |  |  |      |   
|Ambev Consolidated  |  |                                                   | 165,043.9 |  |      |  | 100.0 | %        |  |  | 165,142.5 |  |  |  | 100.0 | % |  |  | (0.1 | %)



|                    |  |                                                    |       |  |      |  |       |          |  |  |      |   
|------------------- |  | -------------------------------------------------- | ----- |  | ---- |  | ----- | -------- |  |  | ---- | --
|                    |  | Net Revenues per HectoliterYear Ended December 31, |      
|                    |  | 2011                                               |       |  | 2010 |  |       | % Change | 
|                    |  | (in R$, except percentages)                        |      
|Latin America North |  |                                                    | 159.0 |  |      |  | 147.5 |          |  |  | 7.8  | % 
|Brazil              |  |                                                    | 163.4 |  |      |  | 150.8 |          |  |  | 8.4  | % 
|Beer Brazil         |  |                                                    | 185.2 |  |      |  | 169.0 |          |  |  | 9.6  | % 
|CSD & NANC          |  |                                                    | 100.4 |  |      |  | 98.0  |          |  |  | 2.5  | % 
|HILA-Ex             |  |                                                    | 80.8  |  |      |  | 89.1  |          |  |  | (9.3 | %)
|Latin America South |  |                                                    | 129.9 |  |      |  | 113.9 |          |  |  | 14.0 | % 
|Canada              |  |                                                    | 345.7 |  |      |  | 326.4 |          |  |  | 5.9  | % 
|                    |  |                                                    |       |  |      |  |       |          |  |  |      |   
|Ambev Consolidated  |  |                                                    | 164.4 |  |      |  | 152.8 |          |  |  | 7.6  | % 

Latin America North Operations

Brazilian Operations

Net sales from our Brazilian operations increased by 8.6% for the year ended December 31, 2011, to R$18,616.9 million from R$17,146.6 million in the same period in 2010.

Net sales of beer in Brazil increased by 9.7% for the year ended December 31, 2011, to R$15,667.5 million from R$14,279.3 million in
the same period in 2010. The main drivers that contributed to this growth were: (1) beer sales volume growth of 0.1%, reflecting a deceleration in industry growth in 2011 compared to previous years plus the impact of volume market share losses
and (2) growth of 9.6% in revenue per hectoliter, which reached R$185.2 per hectoliter. This growth in revenue per hectoliter was mainly a result of price increases and higher direct distribution weight, partially offset by higher taxes.

Net sales of CSD & NANC in Brazil increased by 2.9% for the year ended December 31, 2011, to R$2,949.4 million
from R$2,867.3 million in the same period in 2010. The main drivers that contributed to this growth were (1) sales volume growth of 0.4%, mainly driven by market share gains offsetting industry contraction in 2011 and (2) an increase in
revenues per hectoliter of 2.5% reaching R$100.4 per hectoliter. This increase in revenue per hectoliter was mainly a reflection of price increases, partially offset by higher taxes.

HILA-Ex Operations

Ambevs operations in HILA-Ex experienced a decrease in net sales of 8.6% in 2011, to R$515.5 million. The main reason for the decrease was our business combination in Venezuela in October 20,
2010, when we stopped consolidating the results of this subsidiary. Revenues grew organically by 17.8% due to organic volume growth of 9.7% and price increases in the region.



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Latin America South Operations

Latin America Souths net sales were R$4,488.9 million in 2011, compared to R$3,857.2 million in 2010, yielding a growth of 16.4% in
the period. The main reason for this growth was a 2.1% sales volume growth combined with price increases in the region, also helped by a strong performance of our premium brands, partially offset by the devaluation of the Argentine Peso compared
against the real.

Canada Operations

Labatts operations in Canada contributed R$3,505.4 million to Ambevs consolidated revenues in 2011, a decrease of 4.4%
compared to 2010. This result is principally explained by a sales volume decrease of 9.7%, resulting from industry contraction and from the phasing out of contracted volume supplied to NAB (North American Brewers) in connection with the grant of the
perpetual license for Labatt branded beer for sale exclusively in the U.S.

Cost of Sales

Total cost of sales increased by 4.1% for the year ended December 31, 2011, to R$8,793.3 million from R$8,449.0 million in the same
period in 2010. As a percentage of our net sales, total cost of sales decreased to 32.4% in 2011 from 33.5% in 2010.



|                    |  |                                                     |       |  |      |  |       |          |  |  |       |   
|------------------- |  | --------------------------------------------------- | ----- |  | ---- |  | ----- | -------- |  |  | ----- | --
|                    |  | Cost of Sales per HectoliterYear Ended
December 31, |      
|                    |  | 2011                                                |       |  | 2010 |  |       | % Change | 
|                    |  | (in R$, except percentages)                         |      
|Latin America North |  |                                                     | 49.9  |  |      |  | 48.3  |          |  |  | 3.4   | % 
|Brazil              |  |                                                     | 49.8  |  |      |  | 47.7  |          |  |  | 4.6   | % 
|Beer Brazil         |  |                                                     | 52.0  |  |      |  | 49.3  |          |  |  | 5.4   | % 
|CSD & NANC          |  |                                                     | 43.7  |  |      |  | 42.9  |          |  |  | 2.0   | % 
|HILA-Ex             |  |                                                     | 51.1  |  |      |  | 58.9  |          |  |  | (13.2 | %)
|Latin America South |  |                                                     | 50.4  |  |      |  | 44.3  |          |  |  | 13.6  | % 
|Canada              |  |                                                     | 103.2 |  |      |  | 102.8 |          |  |  | 0.4   | % 
|Ambev Consolidated  |  |                                                     | 53.3  |  |      |  | 51.2  |          |  |  | 4.1   | % 

Latin America North Operations

Brazilian Operations

Total cost of sales for our Brazilian operations increased by 4.8% for the year ended December 31, 2011, to R$5,680.1 million from R$5,421.0 million in the same period in 2010. On a per-hectoliter
basis, our Brazilian operations cost of sales increased by 4.6% for the year ended December 31, 2011, to R$49.8 from R$47.7 in the same period in 2010.

Cost of sales for our Brazilian beer operations increased by 5.5% for the year ended December 31, 2011, to R$4,396.9 million. On a per hectoliter basis, cost of sales for our Brazilian beer
operations increased by 5.4%. The main factors that led to this increase were (1) increased commodities prices and (2) higher packaging costs, partially offset by (3) currency hedges and (4) easier comparison with the previous
year that was impacted by imported cans at a higher price, an effect that was not relevant in 2011.

Cost of sales for the
CSD & Nanc segment in Brazil increased 2.4%, reaching R$1,283.2 million. The cost of sales per hectoliter increased 2.0%, totaling R$43.7, impacted by (1) higher packaging costs and (2) higher sugar prices, partially offset by
currency hedges.



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HILA-Ex Operations

The cost of sales in HILA-Ex operations decreased 12.6%, reaching R$326.0 million in 2011. The main reason for this decrease was our
business combination in Venezuela after which we stopped consolidating the results of the subsidiary. Cost of sales per hectoliter decreased by 13.2% in reported terms, but grew 3.2% organically reflecting (1) higher volumes and
(2) general inflation in the region, partially offset by (3) lower packaging costs.

Latin America South
Operations

Latin America Souths cost of sales were R$1,740.8 million in 2011, a 16.0% increase from 2010. On a
per hectoliter basis, cost of sales increased by 13.6% in the year. The increase in cost of sales was due to (1) higher commodities prices, (2) general inflation and higher labor costs, mainly in Argentina, partially offset by (3) a
devaluation of the Argentine Peso.

Canada Operations

Cost of sales for Labatt decreased by 9.4% for the year ended December 31, 2011, to R$1,046.4 million from R$1,154.9 million in the
same period in 2010. This decrease was mainly due to (1) the phasing out of contracted volume supplied to NAB (North American Brewers), (2) lower costs on hedged commodities and (3) benefits from closing our Hamilton brewery.

Gross Profit

Gross profit increased by 9.2% for the year ended December 31, 2011, to R$18,333.4 million from R$16,784.3 million in the same period in 2010. The table below sets forth the contribution of each
business segment to Ambevs consolidated gross profit.



|                    |  |                                     |          |  |      |  |        |        |  |  |        |  |  |   |          |  |        |  |        |  |  |  |       | 
|------------------- |  | ----------------------------------- | -------- |  | ---- |  | ------ | ------ |  |  | ------ |  |  | - | -------- |  | ------ |  | ------ |  |  |  | ----- | 
|                    |  | Gross Profit                        |         
|                    |  | Year Ended December 31,             |         
|                    |  | 2011                                |          |  | 2010 | 
|                    |  | Amount                              |          |  | %    |  |        | Margin |  |  | Amount |  |  | % |          |  | Margin | 
|                    |  | (in R$ million, except percentages) |         
|Latin America North |  |                                     | 13,126.3 |  |      |  | 71.6%  |        |  |  | 68.6%  |  |  |   | 11,916.6 |  |        |  | 71.0%  |  |  |  | 67.3% | 
|Brazil              |  |                                     | 12,936.8 |  |      |  | 70.6%  |        |  |  | 69.5%  |  |  |   | 11,725.6 |  |        |  | 69.9%  |  |  |  | 68.4% | 
|Beer Brazil         |  |                                     | 11,270.6 |  |      |  | 61.5%  |        |  |  | 71.9%  |  |  |   | 10,112.0 |  |        |  | 60.2%  |  |  |  | 70.8% | 
|CSD & NANC          |  |                                     | 1,666.2  |  |      |  | 9.1%   |        |  |  | 56.5%  |  |  |   | 1,613.6  |  |        |  | 9.6%   |  |  |  | 56.3% | 
|HILA-Ex             |  |                                     | 189.5    |  |      |  | 1.0%   |        |  |  | 36.8%  |  |  |   | 191.0    |  |        |  | 1.1%   |  |  |  | 33.9% | 
|Latin America South |  |                                     | 2,748.1  |  |      |  | 15.0%  |        |  |  | 61.2%  |  |  |   | 2,357.0  |  |        |  | 14.0%  |  |  |  | 61.1% | 
|Canada              |  |                                     | 2,459.0  |  |      |  | 13.4%  |        |  |  | 70.2%  |  |  |   | 2,510.7  |  |        |  | 15.0%  |  |  |  | 68.5% | 
|                    |  |                                     |          |  |      |  |        |        |  |  |        |  |  |   |          |  |        |  |        |  |  |  |       | 
|Ambev Consolidated  |  |                                     | 18,333.4 |  |      |  | 100.0% |        |  |  | 67.6%  |  |  |   | 16,784.3 |  |        |  | 100.0% |  |  |  | 66.5% | 

Sales and Marketing and Administrative Expenses

Ambevs sales and marketing and administrative expenses amounted to R$7,431.6 million for the year ended December 31, 2011, a
2.7% increase over the same period in 2010. An analysis of sales and marketing and administrative expenses for each business segment is set forth below.

Latin America North Operations

Brazilian Operations

Sales and marketing and administrative expenses in Brazil amounted to R$5,006.1 million for the year ended
December 31, 2011, an increase of 2.9% over the same period in 2010.



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Sales and marketing and administrative expenses for our Brazilian beer operations reached
R$4,394.0 million for the year ended December 31, 2011, increasing 3.2% over the same period in 2010. The main drivers for the higher operating expenses were: (1) general inflation and (2) higher distribution costs (although at a
lower rate because of the capacity investments in the North and Northeast of the country), partially offset by (2) cost saving initiatives.

Sales and marketing and administrative expenses for the CSD & NANC segment in Brazil were R$612.1 million for the year ended December 31, 2011, an increase of 0.7% over the same period in
2010 due to (1) higher distribution costs and (2) general inflation, partially offset by (3) cost saving initiatives.

HILA-Ex

Sales and marketing and administrative expenses for Ambevs
operations in HILA-Ex amounted to R$270.7 million for the year ended December 31, 2011, decreasing 14.7% compared to the same period in 2010 as a result of our business combination in Venezuela whereby we stopped consolidating the results of
the subsidiary. Organically, sales and marketing and administrative expenses grew 17.8% as a result of higher volumes and general inflation in the region.

Latin America South Operations

Sales and marketing and
administrative expenses totaled R$978.3 million for the year ended December 31, 2011, increasing 13.6% over the same period in 2010. This increase was due to (1) higher transportation and labor costs, caused mainly by high inflation in
Argentina, and (2) additional marketing expenses to support our brands, which were partially offset by (3) the devaluation of the Argentine Peso.

Canada Operations

Labatts sales and marketing and
administrative expenses was R$1,176.5 million for the year ended December 31, 2011, a decrease of 1.2% as compared to 2010 principally because of the devaluation of the Canadian Dollar.

Other Operating Income (Expense)

Other operating income in 2011 represented a net gain of R$784.5 million compared to R$624.9 million in 2010. The increase in 2011 was mainly due to (1) government grants, (2) the reversal of
provisions, and (3) the net present value adjustment of greater long term fiscal incentives.

Special items

Special items were gains of R$23.1 million in 2011 explained by proceeds from the sale of property of R$35.6 million
partially offset by restructuring costs of R$12.5 million.

Income from operations

Income from operations increased by 16.8% for the year ended December 31, 2011, to R$11,709.4 million from R$10,022.9 million in the
same period in 2010, primarily as a result of our higher gross profit and other operating income.

Net Finance Cost

Our financial result was an expense of R$468.1 million, compared to an expense in 2010 of R$319.4 million. This result is
explained primarily by: (1) expenses related to the prepayment of the 2013 Bond and (2) unrealized foreign exchange translation losses, partially offset by (3) higher interest income due to higher average cash and cash equivalents and
current investment securities compared to 2010.



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Ambevs total year end indebtedness decreased by R$2,668.1 million compared to 2010,
while its cash and cash equivalents and current investment securities, net of bank overdrafts, increased R$1,279.7 million, reflecting the Companys strong cash generation in 2011. As a result, Ambevs net debt decreased by R$3,947.9
million.

Income Tax Expense

Our consolidated income tax and social contribution for the year ended December 31, 2011, totaled R$2,522.0 million, an increase of 21.0% in relation to R$2,084.5 million in 2010. The effective rate
was 22.4%, compared to 21.5% in the previous year. Such increase in our effective rate during the year was primarily due to a higher profit before tax taxable at a rate of 32.6%, which was partially offset by higher deductible interest on
shareholders equity and income tax benefits.

Net Income Attributable to Shareholders

Profit increased by 14.3% for the year ended December 31, 2011, to R$8,641.0 million from R$7,561.4 million in the same period in
2010.

Net Income Attributable to Non-Controlling Interest

Non-controlling interest totaled R$78.8 million compared to R$57.8 million in 2010, mostly due to our business combination in Venezuela
in October 20, 2010, whereby we stopped consolidating the results of the local subsidiary.



|B. | Liquidity and Capital Resources
|-- | -------------------------------

Liquidity and Capital Resources

The information in this section refers to the years 2012 and 2011. Our primary sources of liquidity have historically been cash flows from operating activities and borrowings. Our material cash
requirements have included the following:



| |  |  | Debt service;
| | - |  | -------------



| |  |  | Capital expenditures;
| | - |  | ---------------------



| |  |  | Share buyback program;
| | - |  | ----------------------



| |  |  | Payments of dividends and interest on shareholders equity;
| | - |  | -----------------------------------------------------------



| |  |  | Increases in ownership of our consolidated subsidiaries or companies in which we have equity investments; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Investments in companies participating in the brewing, CSD and malting industries.
| | - |  | ----------------------------------------------------------------------------------

Our cash and cash equivalents and current investment securities net of bank overdrafts at December 31, 2012 and 2011 were R$9,402.7
million and R$8,257.3 million, respectively.

We believe that cash flows from operating activities, available cash and cash
equivalents and current investment securities, along with our derivative instruments and our access to borrowing facilities, will be sufficient to fund our capital expenditures, debt service and dividend payments going forward.



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Cash Flows

Operating Activities

Our cash flows from operating activities increased
12.1 % to R$14,128.6 for the year ended December 31, 2012 compared to R$12,606.8 million for the same period in 2011. This increase was due primarily to an increase of R$1,988.4 in cash generated from operations.

Investing Activities

Cash flows used in our investing activities for the year ended December 31, 2012, totaled R$5,717.3 million, compared to
R$2,203.4 million for the same period in 2011. The increase of cash used in investing activity was due primarily to the R$2,537.0 million spent in acquisition of subsidiaries in connection with our strategic alliance in the Caribbean with
CND.

Financing Activities

Cash flows used in financing activities for the year ended December 31, 2012, amounted to R$7,652.3 million compared to R$8,652.0 million for the same period in 2011. This decrease was principally
due to lower debt repayments in 2012 compared to 2011.

The table below shows the profile of our debt instruments.



|                                            |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|------------------------------------------- |  | ----------------------------------------------------------- |  | ------- | - | ---- |  | ---- | ------- | ---- |  | ---------- |  | ------- | - |  |  |  | ------- | - |  |  |  | ------- | - |  |  |  | ------- | - |  |  |  | --------- | -
|                                            |  | Maturity Schedule of Debt Portfolio as of December 31, 2012
|Debt Instrument                             |  | 2013                                                        |  | 2014    |   | 2015 |  | 2016 |         | 2017 |  | Thereafter |  | Total  
|                                            |  | (in R$ million, except percentages)                        
|BNDES Currency Basket Debt Floating Rate:   |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Currency Basket Debt Floating Rate          |  |                                                             |  | (126.7) |   |      |  |      | (107.4) |      |  |            |  | (85.3)  |   |  |  |  | (51.3)  |   |  |  |  | (8.2)   |   |  |  |  | -       |   |  |  |  | (378.9)   |  
|UMBNDES + Average Pay Rate                  |  |                                                             |  | 1.76    | % |      |  |      | 1.76    | %    |  |            |  | 1.76    | % |  |  |  | 1.76    | % |  |  |  | 1.76    | % |  |  |  | -       |   |  |  |  | 1.76      | %
|International Debt:                         |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Other Latin America Currency Fixed Rate     |  |                                                             |  | (5.7)   |   |      |  |      | (19.3)  |      |  |            |  | (54.0)  |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | (79.0)    |  
|Average Pay Rate                            |  |                                                             |  | 6.79    | % |      |  |      | 6.81    | %    |  |            |  | 6.81    | % |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | 6.81      | %
|Other Latin America Currency Floating Rate  |  |                                                             |  | (147.5) |   |      |  |      | (86.4)  |      |  |            |  | (84.7)  |   |  |  |  | (58.7)  |   |  |  |  | (1.7)   |   |  |  |  | (39.1)  |   |  |  |  | (418.1)   |  
|Average Pay Rate                            |  |                                                             |  | 6.14    | % |      |  |      | 6.14    | %    |  |            |  | 6.14    | % |  |  |  | 6.14    | % |  |  |  | 6.14    | % |  |  |  | 6.14    | % |  |  |  | 6.14      | %
|ReaisDenominated Debt Floating Rate  TJLP: |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | (473.8) |   |      |  |      | (469.4) |      |  |            |  | (356.0) |   |  |  |  | (224.9) |   |  |  |  | (27.4)  |   |  |  |  | -       |   |  |  |  | (1,551.5) |  
|TJLP + Average Pay Rate                     |  |                                                             |  | 6.79    | % |      |  |      | 6.79    | %    |  |            |  | 6.79    | % |  |  |  | 6.79    | % |  |  |  | 6.79    | % |  |  |  | -       |   |  |  |  | 6.79      | %
|ReaisDebt - ICMS Fixed Rate:                |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | (17.2)  |   |      |  |      | (23.4)  |      |  |            |  | (23.8)  |   |  |  |  | (10.9)  |   |  |  |  | (8.2)   |   |  |  |  | (85.2)  |   |  |  |  | (168.7)   |  
|Average Pay Rate                            |  |                                                             |  | 3.38    | % |      |  |      | 3.38    | %    |  |            |  | 3.38    | % |  |  |  | 3.38    | % |  |  |  | 3.38    | % |  |  |  | 3.38    | % |  |  |  | 3.38      | %
|ReaisDebt - Debentures Floating Rate  CDI: |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | -       |   |      |  |      | -       |      |  |            |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -         |  
|Average Pay Rate % CDI                      |  |                                                             |  | -       |   |      |  |      | -       |      |  |            |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -         |  
|ReaisDebt - Fixed Rate:                     |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | (66.9)  |   |      |  |      | (34.4)  |      |  |            |  | (26.3)  |   |  |  |  | (16.2)  |   |  |  |  | (381.9) |   |  |  |  | (21.7)  |   |  |  |  | (547.5)   |  
|Average Pay Rate                            |  |                                                             |  | 4.21    | % |      |  |      | 4.94    | %    |  |            |  | 4.94    | % |  |  |  | 4.94    | % |  |  |  | 9.31    | % |  |  |  | 4.94    | % |  |  |  | 7.90      | %
|                                            |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Total Debt                                  |  |                                                             |  | (837.8) |   |      |  |      | (740.3) |      |  |            |  | (630.1) |   |  |  |  | (362.0) |   |  |  |  | (427.4) |   |  |  |  | (146.0) |   |  |  |  | (3,143.7) |  



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Borrowings

Most of our borrowings are for general use, based upon strategic capital structure considerations. Although seasonal factors affect the business, they have little effect on our borrowing requirements. We
accrue interest based on different interest rates, the most significant of which are: (1) fixed, for the 2017 bond; and (2) Currency Basket, or the UMBNDES, and Taxa de Juros de Longo Prazo,or the TJLP, for loans of the Brazilian
Economic and Social Development Bank (Banco Nacional de Desenvolvimento Economico e Social), or the BNDES. For further information, see note 14 of our Consolidated Financial Statements.

The following table sets forth our net debt consolidated position as of December 31, 2012 and 2011:



|                          |  |                                |         |  |        |  |       |       |  |  |          |   |  |        |         |  |       |  |       |  |  |  |          |  
|------------------------- |  | ------------------------------ | ------- |  | ------ |  | ----- | ----- |  |  | -------- | - |  | ------ | ------- |  | ----- |  | ----- |  |  |  | -------- | -
|                          |  | Net Debt Consolidated Position |        
|                          |  | Year Ended December 31,        |        
|                          |  | 2012                           |         |  | 2011   | 
|                          |  | LC (1)                         |         |  | FC (2) |  |       | Total |  |  | LC (1)   |   |  | FC (2) |         |  | Total | 
|                          |  | (in R$ million)                |        
|Short Term Debt           |  |                                | 667.4   |  |        |  | 170.4 |       |  |  | 837.8    |   |  |        | 2,089.2 |  |       |  | 122.9 |  |  |  | 2,212.1  |  
|Long Term Debt            |  |                                | 1,756.4 |  |        |  | 549.6 |       |  |  | 2,306.0  |   |  |        | 1,632.4 |  |       |  | 257.8 |  |  |  | 1,890.2  |  
|Total                     |  |                                | 2,423.8 |  |        |  | 720.0 |       |  |  | 3,143.7  |   |  |        | 3,721.6 |  |       |  | 380.7 |  |  |  | 4,102.3  |  
|Cash and Cash Equivalents |  |                                |         |  |        |  |       |       |  |  | 8,926.2  |   |  |        |         |  |       |  |       |  |  |  | 8,076.2  |  
|Investment Securities     |  |                                |         |  |        |  |       |       |  |  | 476.6    |   |  |        |         |  |       |  |       |  |  |  | 193.4    |  
|Bank overdrafts           |  |                                |         |  |        |  |       |       |  |  | (0.1     | ) |  |        |         |  |       |  |       |  |  |  | (12.3    | )
|                          |  |                                |         |  |        |  |       |       |  |  |          |   |  |        |         |  |       |  |       |  |  |  |          |  
|Net Debt                  |  |                                |         |  |        |  |       |       |  |  | (6,259.0 | ) |  |        |         |  |       |  |       |  |  |  | (4,155.0 | )



|(1) | LC = Local Currency.
|--- | --------------------

|(2) | FC = Foreign Currency.
|--- | ----------------------

Short-term Debt

As of December 31, 2012, our short-term debt totaled R$837.8 million, 20.34% of which was denominated in foreign currencies. As of December 31, 2011, our short-term debt totaled R$2,212.1
million, 6% of which was denominated in foreign currencies.

Long-term Debt

As of December 31, 2012, our long-term debt, excluding the current portion of long-term debt, totaled R$2,306.0 million, of which
R$1,756.4 million was denominated in local currency. As of December 31, 2011, our long-term debt, excluding the current portion of long-term debt, totaled R$1,890.2 million, of which 86% was denominated in reais.

The table below shows a breakdown of our long term debt by year.



|                            |  |                         |  |           | 
|--------------------------- |  | ----------------------- |  | --------- | 
|                            |  | As of December 31, 2012
|Long-Term Debt Maturity in: |  | (in R$ million)        
|2014                        |  |                         |  | (740.3)   | 
|2015                        |  |                         |  | (630.2)   | 
|2016 and Later              |  |                         |  | (935.4)   | 
|                            |  |                         |  |           | 
|Total                       |  |                         |  | (2,306.0) | 

In accordance with our foreign currency risk management policy, we have entered into forward and
cross-currency interest rate swap contracts in order to mitigate currency and interest rate risks. See Item 11. Quantitative and Qualitative Disclosures About Market Risk for our policy with respect to mitigating foreign currency and
interest rate risks through the use of financial instruments and derivatives.



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On July 24, 2007, Ambev International issued R$300 million in bonds with a fixed
interest of 9.500% per annum and a maturity date of July 24, 2017, or the 2017 bonds, to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on
Regulation S, fully guaranteed by Ambev. The bonds are unsecured and unsubordinated obligations of Ambev International and are fully and unconditionally guaranteed by Ambev. The guarantee ranks equally in right of payment with all of Ambevs
other unsecured and unsubordinated debt obligations (except for statutorily preferred credits set forth in Brazilian bankruptcy laws). The bonds are denominated in reais, but both principal and interest are paid in U.S. dollars at the
prevailing exchange rate at the applicable payment date. Interest is paid semiannually in arrears, starting January 24, 2008. The net proceeds of the offering were used for the repayment of short-term debt and for general corporate purposes by
Ambev and its subsidiaries. In February 2009, we completed a SEC-registered exchange offer for these notes.

As of
December 31, 2012, our local currency long-term debt borrowings consisted primarily of the BNDES debts. Long-term local currency also includes long-term plant expansion and other loans from governmental agencies including BNDES, and BNDES
programs, including the Fund for Financing the Acquisition of Industrial Machinery and Equipment, or FINAME, and the Financing and Endeavors, or FINEM.

Secured Debt

Certain loans, provided by BNDES, are secured by some of our
facilities and some of our equipment (mainly coolers).

Sales Tax Deferrals and Other Tax Credits

Many States in Brazil offer tax benefits programs to attract investments to their regions. We participate in ICMS value-added tax credit
programs offered by various Brazilian States which provide (1) tax credits to offset ICMS value-added tax payable and (2) ICMS value-added tax deferrals. In return, we are required to meet certain operational requirements including,
depending on the State, production volume and employment targets, among others. All of these conditions are included in specific agreements between Ambev and the State governments. In the event that we do not meet the programs targets, future
benefits may be withdrawn. The total amount deferred (financing) as of December 31, 2012, was R$168.7 million with a current portion of R$17.2 million, and R$151.5 million as non-current. Percentages deferred typically range from 50% to 90%
over the life of the program. Balances deferred generally accrue interest and are partially inflation indexed, with adjustments generally set at 60% to 80% of a general price index. The grants (tax waivers) are received over the lives of the
respective programs. In the years ended December 31, 2012 and 2011, we recorded R$531.7 million and R$444.5 million, respectively, of tax credits as gains on tax incentive programs.

However, there is a controversy regarding whether these benefits are constitutional when granted without the approval of every state of
the country. Some states and Public Prosecutors have filed Direct Actions of Unconstitutionality (ADIs) in the Brazilian Supreme Court to challenge the constitutionality of certain State laws granting tax incentive programs unilaterally, without the
prior approval of CONFAZ (the Council formed by all the 27 States Treasury Secretaries).

Since 2007, we have received tax
assessments from the States of São Paulo, Rio de Janeiro and Minas Gerais, in the aggregate amount of approximately R$440 million (updated as of December 31, 2012), challenging the legality of tax credits arising from existing tax
incentives received by the Company in other States. We have treated this proceeding as a possible (but not probable) loss. Such estimate is based on reasonable assumptions and management assessments, but should we lose such proceedings the expected
net impact on our income statement would be an expense for this amount. Moreover, we cannot rule out the possibility of other Brazilian States issuing similar tax assessments related to the Companys tax incentives. In 2011 the Brazilian
Supreme Court declared 14 State laws granting tax incentives without the prior approval of CONFAZ unconstitutional, including one granting incentives to Ambev in the Federal District, which we have ceased to benefit from since such decision. In a
meeting held on September 30, 2011 CONFAZ issued a resolution suspending the right of the



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States to claim the return of the tax incentives incurred by the beneficiaries of the state laws declared unconstitutional. There are a number of other actions (ADIs) before the Supreme Court
challenging the constitutionality of benefit laws offered by some States, which may impact our tax benefits.

In 2012 the
Brazilian Supreme Court issued a binding precedent proposal (Proposta de Súmula Vinculante No. 69/2012), which would automatically declare as unconstitutional all tax incentives granted without prior unanimous approval of CONFAZ.
In order to become effective, such proposal must be approved by 2/3 of the members of the Supreme Court. We do not expect that the Supreme Court will vote on this matter before Congress votes a bill of law (there are currently different proposals
before Congress) aimed at regulating this issue. The proposals before Congress generally provide for (1) existing tax incentives to be grandfathered for a number of years; (2) new tax incentives to be approved by a majority of the States
(rather than unanimously); and (3) a reduction on interstate ICMS in order to decrease the relevance of tax benefits on interstate transactions. However, no assurance can be given that the Supreme Court will not vote on the binding precedent
proposal before the matter is regulated by Congress.

Capital Investment Program

In 2011, consolidated capital expenditures on property, plant and equipment and intangible assets totaled R$3,200.2 million consisting of
R$2,667.4 million in Latin America North, R$393.1 million related to investments in the Latin America Souths operations and R$139.7 million related to investments in Canada. These expenditures primarily included investments in capacity
expansion, quality controls, automation, modernization and replacement of packaging lines, innovations, warehousing for direct distribution, coolers, expenditures for the replacement of bottles and crates, market assets from former dealers, and
continued investments in information technology.

In 2012, consolidated capital expenditures on property, plant and equipment
and intangible assets totaled R$3,014.0 million consisting of R$2,304.4 million in Latin America North, R$555.3 million related to investments in the Latin America Souths operations and R$154.3 million related to investments in Canada. These
expenditures primarily included investments in capacity expansion, quality controls, automation, modernization and replacement of packaging lines, innovations, warehousing for direct distribution, coolers, expenditures for the replacement of
bottles and crates, market assets from former dealers, and continued investments in information technology.



|C. | Research and Development
|-- | ------------------------

We maintain a research and development center in the city of Guarulhos, State of São Paulo, in order to assure continuous product
innovation and yearly increases in efficiency.



|D. | Trend Information
|-- | -----------------

For
detailed information regarding the latest trends in our business, see Year Ended December 31, 2012, Compared to Year Ended December 31, 2011.



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|E. | Off-balance Sheet Arrangements
|-- | ------------------------------

We have a number of off-balance sheet items which have been disclosed elsewhere in this annual report, under Item 4.B - Sources and Availability of Raw Materials, under Item 4.B
Packaging and under Item 17, note 29, Collateral and contractual commitments with suppliers, advances from customers and other.Off-balance sheet items include future commitments with suppliers of R$15,269 million
as of December 31, 2012, as set forth in the table below:



|                                                                   |  |                         |  |          | 
|------------------------------------------------------------------ |  | ----------------------- |  | -------- | 
|Contractual Obligation                                             |  | As of December 31, 2012
|                                                                   |  | (in R$ million)        
|Purchase commitments with respect to property, plant and equipment |  |                         |  | 249.5    | 
|Purchase commitments with respect to raw materials                 |  |                         |  | 851.9    | 
|Purchase commitments with respect to packaging materials           |  |                         |  | 13,449.5 | 
|Other purchase commitments                                         |  |                         |  | 717.8    | 



|F. | Commitments and contingencies (tabular disclosure of contractual obligations)
|-- | -----------------------------------------------------------------------------

The following table and discussion provide additional disclosure regarding our material contractual obligations and commercial
commitments as of December 31, 2012:



|                                   |  |                        |  |                     |   |           |  |           |          |                  |  |  |  |          |   |  |  |  |        |   |  |  |  |        |  
|---------------------------------- |  | ---------------------- |  | ------------------- | - | --------- |  | --------- | -------- | ---------------- |  |  |  | -------- | - |  |  |  | ------ | - |  |  |  | ------ | -
|                                   |  | Payments due by period
|Contractual Obligations            |  | Total                  |  | Less Than    1 year |   | 1-3 years |  | 3-5 years |          | More than5 years
|                                   |  | (in R$ million)       
|Short-term and long-term debt*     |  |                        |  | (3,577.3            | ) |           |  |           | (1,095.6 | )                |  |  |  | (1,613.0 | ) |  |  |  | (798.8 | ) |  |  |  | (69.9  | )
|Trade and other payables           |  |                        |  | (6,878.7            | ) |           |  |           | (6,723.9 | )                |  |  |  | (154.7   | ) |  |  |  | -      |   |  |  |  | -      |  
|Sales tax deferrals                |  |                        |  | (753.1              | ) |           |  |           | (72.0    | )                |  |  |  | (155.5   | ) |  |  |  | (119.5 | ) |  |  |  | (416.1 | )
|Total contractual cash commitments |  |                        |  | (11,209.1           | ) |           |  |           | (7,891.5 | )                |  |  |  | (1,923.2 | ) |  |  |  | (908.4 | ) |  |  |  | (486.0 | )



|* | The long-term debt amounts presented above differ from the amounts presented in the financial statements in that they include the Companys best estimates on
future interest payable (not yet accrued) in order to better reflect the Companys future cash flow position. Long-term debt amounts presented above also include other unsecured debts.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The above table does not reflect contractual commitments discussed in Off-Balance Sheet Arrangements.

We are subject to numerous commitments and contingencies with respect to tax, labor, distributors and other claims. To the extent that we
believe it is probable that these contingencies will be realized, they have been recorded in the balance sheet. We have estimated the total exposures of possible (but not probable) losses, which are not recorded as liabilities, to be R$11,912.7
million as of December 31, 2012. These are not considered commitments. Our estimates are based on reasonable assumptions and management assessments, but should the worst case scenario develop, subjecting us to losses in all cases, our expected
net impact on the income statement would be an expense for this amount.



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|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------

The Board of Directors oversees Ambevs executive officers. The Board of Directors is currently comprised of ten members, and provides the overall strategic direction of Ambev. Directors are elected
at general shareholders meetings for a three-year term, re-election being permitted. Day-to-day management is delegated to the executive officers of Ambev, of which there are currently eleven. The Board of Directors appoints executive officers
for a three-year term, re-election being permitted. The Ambev Shareholders Agreement regulates the election of directors of Ambev by the controlling shareholders. See Item 7. Major Shareholders and Related Party TransactionsAmbev
Shareholders AgreementManagement of Ambev.

Directors

The following table sets forth information with respect to the directors of Ambev, as of April 29, 2013:

Board of Directors (1)



|                                      |  |     |  |                          |  |                        |  |                
|------------------------------------- |  | --- |  | ------------------------ |  | ---------------------- |  | ---------------
|Name                                  |  | Age |  | Position                 |  | Director
ofAmbev Since |  | TermExpires (2)
|Victorio Carlos De Marchi             |  | 74  |  | Co-Chairman and Director |  | 1999                   |  | 2013           
|Carlos Alves de Brito                 |  | 52  |  | Co-Chairman and Director |  | 2006                   |  | 2013           
|Marcel Herrmann Telles                |  | 63  |  | Director                 |  | 1999                   |  | 2013           
|Roberto Moses Thompson Motta          |  | 55  |  | Director                 |  | 2008                   |  | 2013           
|José Heitor Attilio Gracioso          |  | 81  |  | Director                 |  | 1999                   |  | 2013           
|Vicente Falconi Campos                |  | 72  |  | Director                 |  | 1999                   |  | 2013           
|Luis Felipe Pedreira Dutra Leite      |  | 47  |  | Director                 |  | 2005                   |  | 2013           
|Luiz Fernando Ziegler de Saint Edmond |  | 47  |  | Director                 |  | 2008                   |  | 2013           
|Paulo Alberto Lemann                  |  | 45  |  | Director                 |  | 2011                   |  | 2013           
|Álvaro Antonio Cardoso de Souza       |  | 64  |  | Director                 |  | 2012                   |  | 2013           



|(1) | Victorio Carlos De Marchi, Co-Chairman of the Board of Directors of Ambev, was appointed by FAHZ, the former controlling shareholder of Antarctica, while Carlos Alves
de Brito was appointed by ABI and is also a Chief Executive Officer of ABI. ABI appointed six additional directorsMarcel Herrmann Telles, Roberto Moses Thompson Motta, Luis Felipe Pedreira Dutra Leite, Luiz Fernando Ziegler de Saint Edmond,
Vicente Falconi Campos and Paulo Alberto Lemann. FAHZ appointed one additional director  José Heitor Attílio Gracioso.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Annual General Meeting to be held in 2014.
|--- | ------------------------------------------

The following are brief biographies of each of Ambevs directors:

Victorio Carlos De Marchi. Mr. De Marchi is Co-Chairman of the Board of Directors of Ambev. Mr. De Marchi joined
Antarctica in 1961 and held various positions during his tenure, including Chief Executive Officer from 1998 to April 2000. Mr. De Marchi was also president of the Brewing Industry National Association (Sindicerv) until February
2002 and is a member of the Orientation Committee of FAHZ. Mr. De Marchi has a degree in economics from Faculdade de Economia, Finanças e Administracão de São Paulo and a law degree from Faculdade de Direito
de São Bernardo do Campo. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Carlos Alves de Brito. Mr. Brito is Co-Chairman of the Board of Directors of Ambev. He has also served, since December 2005, as Chief Executive Officer of ABI. He joined Brahma in 1989 and has
held various management positions during his tenure. He served as Chief Operating Officer of Ambev from 1999 to 2003, as Chief Executive Officer for Latin America in 2004 and as Chief Executive Officer for North America in 2005. Mr. Brito holds
a degree in mechanical engineering from the Universidade Federal do Rio de Janeiro and an MBA from Stanford University. His principal business address is Brouwerijplein 1, 3000, Leuven, Belgium.



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Marcel Herrmann Telles. Mr. Telles is a member of the Board
of Directors of Ambev. He served as Chief Executive Officer of Brahma from 1989 to 1999. Currently, he is also a member of the Board of Directors of ABI. Mr. Telles has a degree in economics from Universidade Federal do Rio de Janeiro
and attended the Owners/Presidents Management Program at Harvard Business School. His principal business address is Redingstrasse 4, 4thfloor, CH-9000, St. Gallen, Switzerland.

Roberto Moses Thompson Motta. Mr. Thompson is a member of the Board of Directors of Ambev. He is also a board member of ABI and Lojas Americanas S.A. He holds a degree in engineering from
Pontifícia Universidade Católica do Rio de Janeiro, and an MBA from the Wharton School of the University of Pennsylvania. His principal business address is 600, Third Avenue, 37th floor, New York, NY, USA.

José Heitor Attílio Gracioso. Mr. Gracioso is a member of the Board of Directors of Ambev. Mr. Gracioso
joined Antarctica in 1946 and held various positions during his tenure. In 1994, Mr. Gracioso was elected to Antarcticas Board of Directors and, in 1999, he was elected Chairman of the Board of Directors, a position held until April 2000.
He holds a degree in marketing from Escola Superior de Propaganda de São Paulo, a degree in business administration from Fundação Getulio Vargas and a degree in law from Faculdade de Direito de São
Bernardo do Campo. His principal business address is Av. Brig. Faria Lima, 3900, 11th floor, São Paulo, SP, Brazil.

Vicente Falconi Campos. Mr. Campos is a member of the Board of Directors of Ambev. He is also a member of the Institutional
Council of Instituto de Desenvolvimento Gerencial - INDG. Mr. Campos is also a consultant for the Brazilian government and Brazilian and multinational companies such as Grupo Gerdau, Grupo Votorantim and Mercedes-Benz. He holds a degree in
Mining and Metal Engineering from Universidade Federal de Minas Gerais, and M.Sc. and Ph.D. degrees from the Colorado School of Mines. His principal business address is Av. do Contorno, 7962, 10th floor, Belo Horizonte, MG, Brazil.

Luis Felipe Pedreira Dutra Leite. Mr. Dutra is a member of the Board of Directors of Ambev. He has also served, since January
2005, as Chief Financial Officer of ABI. He joined Brahma in 1990 and has held numerous positions during his tenure, including that of Chief Financial Officer and Investor Relations Officer of Ambev. Mr. Dutra holds a degree in economics from
Universidade Cândido Mendes and an MBA in financial management from Universidade de São Paulo. His principal business address is Brouwerijplein 1, 3000, Leuven, Belgium.

Luiz Fernando Ziegler de Saint Edmond. Mr. Edmond is a member of the Board of Directors of Ambev. He has also served, since
January 2009, as Zone President for ABIs operations in North America. He joined the Company in 1990 in the first group of trainees of Brahma and held various positions in the Distribution, Commercial and Direct Distribution Departments. He was
Sales Officer from 2002 to 2004 and Chief Executive Officer for Latin America from 2005 to 2008. Mr. Edmond has an engineering degree from Universidade Federal do Rio de Janeiro. His principal business address is One Busch Place, St. Louis, MO,
USA.

Paulo Alberto Lemann. Mr. Lemann is a member of the Board of Directors of Ambev. He is also the co-founder
of Pollux Capital, an asset management firm. Mr. Lemann has been managing hedge funds since 1997. Previously, he was co-founder of Synergy Fund, a fund of funds headquartered in New York. He was also an analyst at Dynamo
Administração de Recursos, an asset management firm. Currently, he is a member of the Board of Directors of Lojas Americanas S.A., a retail company, a member of the International Board of Lone Capital Pine LLC, an asset management firm
and the Fundação Lemann, which main purpose is to improve public education in Brazil. His principal business address is Rua Visconde de Pirajá, 250, 7th floor, Ipanema, Rio de Janeiro, RJ, Brazil.

Álvaro Antonio Cardoso de Souza. Mr. Souza is a member of Ambevs Board of Directors. He served as a member of
Ambevs Fiscal Council from 2005 to March 2012, and since then has been a member of the Board of Directors of this Company. His principal business address is Avenida Juscelino Kubitschek, 1726, Cj. 71, São Paulo, SP, Brazil.



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Executive Officers

The following table sets forth information with respect to the executive officers of Ambev, as of April 29, 2013:



|                                      |  |     |  |                                                             |  |              |  |                
|------------------------------------- |  | --- |  | ----------------------------------------------------------- |  | ------------ |  | ---------------
|Name                                  |  | Age |  | Position                                                    |  | ElectionDate |  | Term Expires(1)
|João Mauricio Giffoni de Castro Neves |  | 46  |  | Chief Executive Officer                                     |  | 2009         |  | 2013           
|Nelson José Jamel                     |  | 41  |  | Chief Financial Officer and InvestorRelations Officer       |  | 2009         |  | 2013           
|Alexandre Médicis da Silveira         |  | 36  |  | Sales Executive Officer                                     |  | 2012         |  | 2013           
|Márcio Fróes Torres                   |  | 44  |  | Industrial Executive Officer                                |  | 2007         |  | 2013           
|Milton Seligman                       |  | 61  |  | Corporate Affairs Executive Officer                         |  | 2005         |  | 2013           
|Pedro de Abreu Mariani                |  | 46  |  | General Counsel                                             |  | 2005         |  | 2013           
|Marcel Martins Régis                  |  | 39  |  | Soft Drinks Executive Officer                               |  | 2012         |  | 2013           
|Vinícius Guimarães Barbosa            |  | 44  |  | Supply Executive Officer                                    |  | 2011         |  | 2013           
|Sandro de Oliveira Bassili            |  | 43  |  | People and Management ExecutiveOfficer                      |  | 2011         |  | 2013           
|Jorge Pedro Victor Mastroizzi         |  | 43  |  | Marketing Executive Officer                                 |  | 2011         |  | 2013           
|Ricardo Rittes de Oliveira Silva      |  | 38  |  | Shared Services and InformationTechnology Executive Officer |  | 2012         |  | 2013           



|(1) | December 31, 2013.
|--- | ------------------

The
following are brief biographies of each of Ambevs executive officers:

João Mauricio Giffoni de Castro
Neves.  Mr. Castro Neves is Ambevs Chief Executive Officer. He began working for Brahma in 1996, where he served in various departments, such as Mergers and Acquisitions, Treasury, Investor Relations, Business Development,
Technology and Shared Services, and Carbonated Soft Drinks and Non-Alcoholic Non-Carbonated Beverages. He has also held the position of Chief Financial Officer and Investor Relations Officer, and was Quinsas Chief Executive Officer from 2007
to 2008. He has a degree in engineering from Pontifícia Universidade Católica do Rio de Janeiro, and holds an MBA from the University of Illinois. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor,
São Paulo, SP, Brazil.

Nelson José Jamel.  Mr. Jamel is Ambevs Chief Financial
Officer and Investor Relations Officer. He joined the Company in 1997 and has held several positions in the finance area throughout his career, including head of Budgeting and Business Performance for both Ambev and ABI, Finance Director for Ambev
Dominicana, and, from 2007 to 2008, Vice-President Finance for Western Europe of ABI. He has a degree in production engineering from Universidade Federal do Rio de Janeiro and holds a Masters Degree in production engineering from
COPPE/UFRJ. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Alexandre Médicis da Silveira.  Mr. Médicis is Ambevs Sales Executive Officer. He started working for Ambev in 2005 as the head of the Mergers and Acquisitions
department. In 2007, he was appointed Regional Sales Officer for the North and Northeast regions of Brazil, having held the position for two years. In 2009, he took over the Trade Marketing area, being responsible for our Trade, Innovation and
Events programs until the end of 2010. Subsequently, served as an Officer at HILA-Ex until the end of 2012. Mr. Médicis holds a bachelors degree in business administration from the Fundação Getúlio
Vargas and a Corporate MBA from Ambev. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Márcio Fróes Torres.  Mr. Fróes has been Ambevs Industrial Executive Officer since August 19, 2010. Until the end of 2009, Mr. Fróes was
responsible for our Canadian Operations and as from January 1, 2010, he also acted as Ambevs People and Management Executive Officer. He joined Brahma as a trainee in 1991 and has subsequently served in several roles, including plant
manager of six different breweries and



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Director of People Sales for Ambevs Latin America North Zone. Mr. Fróes moved to Labatts headquarters in Toronto in 2006 as Vice President, People Matters. In 2007, he was
promoted to Vice President, Integrated Supply Chain and in 2008 assumed the role of Vice President, Sales for Canada. He has a degree in chemical engineering from Universidade Federal do Rio de Janeiro and also holds a Masters
Degree in Brewing from the University of Madrid.His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Milton Seligman.  Mr. Seligman is Ambevs Corporate Affairs Executive Officer. He joined the Company in 2001 and has held the positions of Governmental Relations Officer and
Communication Officer. Mr. Seligman served, among others, as Chairman and member of the BNDES, as well as Minister of Development, Industry and Foreign Trade (Interim Substitute Minister) from 1999 to 2000. He has a degree in electrical
engineering from Universidade Federal de Santa Maria. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Pedro de Abreu Mariani.  Mr. Mariani is the General Counsel of Ambev. He joined the Company in 2004. He holds a law
degree from Pontifícia Universidade Católica do Rio de Janeiro and an LL.M. from the London School of Economics and Political Science. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor,
São Paulo, SP, Brazil.

Marcel Martins Régis.  Mr. Regis is Ambevs Soft Drinks
Executive Officer. He joined Ambev in 1997 and has held several positions in the sales and trade marketing areas. Between 2008 and 2010, he was Supermarkets Officer in Brazil until he became Regional Sales Officer in Rio de Janeiro, a position he
held until December 2012. Mr. Régis holds a bachelors degree in marketing and advertising from Universidade Católica do Salvador, an MBA from Fundação Getulio Vargas and an MBA from Business
School São Paulo. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Vinícius Guimarães Barbosa.  Mr. Barbosa is Ambevs Supply Executive Officer. During the last five years he has held various positions in the Company as well as
ABI, such as Regional Director in Brazil (States of Rio de Janeiro and Minas Gerais), Logistics Executive Officer for Canada and Global Operations and Logistics Vice President. He has a degree in engineering from Universidade Federal do Rio de
Janeiro and holds an MBA from IBMEC. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Sandro de Oliveira Bassili.  Mr. Bassili is Ambevs People and Management Executive Officer. He has worked during 17 years in Ambevs Sales Department, assuming the
positions of Director of the Off Trade Channel and Director of Trade Marketing in Brazil. He has also worked as Corporative Social Responsibility Manager. He has a degree in economics from Universidade Estadual do Rio de Janeiro.His
principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

Jorge
Pedro Victor Mastroizzi.  Mr. Mastroizzi is Ambevs Marketing Executive Officer. He has worked in various positions in the Company, including Exports and Marketing Manager for LAS and, in 2008, International Officer for LAS.
He has a degree in business administration from Universidad de Buenos Aires and a specialization from the Wharton School of the University of Pennsylvania. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor,
São Paulo, SP, Brazil.

Ricardo Rittes de Oliveira Silva.  Mr. Rittes is the Shared Services and
Information Technology Executive Officer. He joined the Company in 2005 and has held the positions of Treasury Manager for Ambev and ABI. Mr. Rittes holds a degree in production engineering from Politécnica de São Paulo, in
addition to an MBA from the University of Chicago. His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.



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|B. | Compensation
|-- | ------------

The
aggregate remuneration of all members of the Board of Directors and Executive Officers of Ambev in 2012 for services in all capacities amounted to R$64.0 million (fixed and variable remuneration and share-based payment), as presented below.



|                   |  |                                                       |  |                    |  |                           |  |                                       |  |        |  |       |  |               |  |                                    |  |             |  |        |  |                         |  |                      |  |                     |  |       
|------------------ |  | ----------------------------------------------------- |  | ------------------ |  | ------------------------- |  | ------------------------------------- |  | ------ |  | ----- |  | ------------- |  | ---------------------------------- |  | ----------- |  | ------ |  | ----------------------- |  | -------------------- |  | ------------------- |  | ------
|                   |  | Managements RemunerationYear
Ended December 31, 2012
|                   |  | (in R$ thousand)                                     
|                   |  |                                                       |  | Fixed Remuneration |  | Variable Remuneration     |  |                                       |  |        |  |       |  |              
|                   |  | No.Members                                            |  | Fees               |  | DirectandIndirectBenefits |  | Remunera-tion forsitting onCommittees |  | Others |  | Bonus |  | ProfitSharing |  | Remunera-tion forattendingmeetings |  | Commissions |  | Others |  | Post-Employ-mentBenefit |  | Termin-ationBenefits |  | Share-basedPay-ment |  | Total 
|Board of
Directors |  | 10                                                    |  | 3,524              |  | -                         |  | -                                     |  | 1,700  |  | -     |  | 1,730         |  | -                                  |  | -           |  | -      |  | -                       |  | 1,799                |  | 4,548               |  | 13,301
|Executive Board    |  | 10                                                    |  | 7,080              |  | 989                       |  | -                                     |  | 1,824  |  | -     |  | 7,839         |  | -                                  |  | -           |  | -      |  | -                       |  | -                    |  | 32,984              |  | 50,716
|Total              |  | 20                                                    |  | 10,604             |  | 989                       |  | -                                     |  | 3,524  |  | -     |  | 9,569         |  | -                                  |  | -           |  | -      |  | -                       |  | 1,799                |  | 37,532              |  | 64,017

In addition, members of the Board of Directors and Executive Officers received some additional benefits
provided to all Ambev employees and their beneficiaries and covered dependents, such as health and dental care. Such benefits were provided through FAHZ. The Board of Directors and Executive Officers also received benefits pursuant to Ambevs
pension and stock ownership plan. For a description of these plans see note 24 of our consolidated financial statements.

On
various dates in 2012, pursuant to the terms and conditions of the existing stock ownership plan, we acquired from the Directors and Executive Officers a total of 214,499 preferred shares (R$17.2 million). Such amounts were calculated and paid
taking into consideration the closing market price on the day of the transaction.

Stock Ownership Plan

Under the Company Stock Option Plan, or the Plan, senior employees and management of either the Company or its direct or indirect
subsidiaries, or the Beneficiaries, are eligible to receive stock options for shares issued by the Company. They may also be offered ADRs. As of December 2012, the Plan, combined with the previous stock ownership plan of the Company, had outstanding
rights to acquire 28,783 million shares of Ambev, and included approximately 610 people (including managers and employees).

The Plan was initially adopted in 1990 by the Companhia Cervejaria Brahma, and was then approved by the Company at a General Meeting held on September 14, 2000, subsequently altered at the
Extraordinary General Meetings held on April 20, 2006, April 27, 2007 and April 28, 2010. This establishes the general conditions for granting options, the criteria for defining the acquisition price, the terms and conditions of
these options. Restrictions apply to the divestment of the shares acquired through the Plan, which also defines the various duties and responsibilities of the Board of Directors as the Plan Administrator.

Pursuant to the Plan, the Board of Directors, as the Plans Administrator, is endowed with ample powers for the organization
thereof, in compliance with the general conditions of the Plan. The Board of Directors grants the options, establishing the terms and conditions applicable to each grant through Stock Option Programs, or the Programs, which may define the
beneficiaries, the number and type of Company shares covered by the grant, the exercise price, the exercise periods and the deadline for exercising the options, together with rules regarding option transfers and possible constraints on the shares
acquired, in addition to penalties. Additionally, targets may be set for the Company performance, with the Board of Directors also being empowered to define specific rules for Company employees transferred to other countries, including to the
controlling shareholder or subsidiaries controlled by the Company.



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The Beneficiaries granted these Options must sign Stock Option Agreements, or the
Agreements, with the Company, through which the Beneficiaries have the option to purchase lots of shares issued by the Company in compliance with the terms and conditions of the Plan and the corresponding Program.

From 2003 onwards, due to the 2002 adoption of the Sarbanes-Oxley Act in the USA, the Company ceased to allow the possibility of
acquiring Company shares over time under this Plan. However, the conditions granted until then under the aegis of the Plan remained in effect in compliance with the conditions thereof. Prior to the alterations to the Plan in 2006, the Company had
approved 13 programs. Under these programs, the Beneficiaries must exercise their options on signature of the respective contract, and may pay the exercise price within four years, open to extension for a further three years, with an initial payment
of at least 10% with annual interest falling due on the outstanding balance at 8% in addition to restatement by the General Market Price Inflation Index (Indíce Geral de Preços ao Mercado), or the IGP-M index, published by
Fundação Getulio Vargas.

After the alterations to the Plan in 2006, the Company began to work with a new stock
options model. Under this model, six programs were approved respectively at Board of Directors Meetings held on April 25, 2006, or the 2006 Program, May 8, 2007, or the 2007 Program, February 27, 2008, or the 2008 Program,
February 26, 2009, or the 2009 Program, July 30, 2009, or the 2009.2 Program and March 1, 2010, or the 2010 Program.

In compliance with the conditions for the 2006, 2007, 2008, 2009, 2009.2 and 2010 Programs, the Beneficiaries may decide to allocate 50%, 75% or 100% of the amounts received as profit sharing during the
year, to the immediate exercise of options, thus acquiring the corresponding preferred shares issued by the Company. Should the beneficiary decide to allocate its remuneration regarding profits sharing for the acquisition of stocks through this
program, the first lot must necessarily be exercised at 50%, corresponding to Lot A of the options. In terms of the remaining 50% of the profit sharing, the beneficiary may decide between exercising Lot B1 (equivalent to the remaining 50% of the
share in the profits) or Lot B2 (equivalent to 25% of the share in the profits). The beneficiary may also decide not to exercise any Lot B. In addition, Participants under the Plan who used 50% of their bonus to acquire the Lot A Shares and use 25%
or 50% of their remaining net bonus in the purchase of our preferred shares or ADSs, or the Lot B shares, are entitled to a number of options, or the Options, calculated by dividing the amount invested in the Lot B shares (before tax) by the
exercise price of the Lot A shares, and then multiplying the product of such division by 2.3 (in the case that the participant invests 25%) or 4.6 (in the case that the participant invests 50%). The exercise price of the Lot B shares corresponds to
the price of Lot A shares with a ten percent discount. The exercise price of the Options corresponds to the price of Lot A shares, being deducted the value of the dividends and interest on shareholders equity effectively paid out by the
Company on the corresponding shares during the period between granting the options and the corresponding exercise thereof. Lot B shares are subject to a five-year lock-up. The vesting of the Options is subject to the following conditions being met:



| |  |  | The Participant shall hold the Lot A shares for at least three years and Lot B shares for at least five years; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | The Company shall meet certain performance measures. The right to exercise the Options is forfeited in certain circumstances, such as resignation or
dismissal prior to the vesting of the Options. The Options expire if not exercised within five years from vesting (i.e., ten years from the date the Lot B shares are acquired).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2010, the Plan was amended and the Company began to work with a new stock options model, which is comprised of two grants:
(1) under the first type, the beneficiary may decide to allocate 30%, 40%, 60%, 70% or 100% of the amounts received as profit sharing during the year, to the immediate exercise of options, thus acquiring the corresponding preferred shares
issued by the Company, whereas a substantial part of the shares acquired will be delivered in five years, as from the corresponding grant date, during which the beneficiary must remain working for the Company or any other company within its group;
(2) under the second type, the



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beneficiary may exercise the options granted only after a period of 5 years as from the corresponding grant date. Further, the vesting of such options are not subject to performance measures,
however, the right to exercise such options may be forfeited in certain circumstances, such as resignation or dismissal prior to the vesting of the options. Under this model, four programs were approved respectively at Board of Directors Meetings
held on August 19, 2010, or the 2010.2 Program  contemplating both grants , November 30, 2010, or the 2010.3 Program  contemplating the second type of grant , February 28, 2011, or the 2011 Program, 
contemplating the first type of grant  and November 25, 2011, or the 2011.2 Program,  contemplating the second type of grant.

On December 22, 2010, the Board of Directors also approved the grant of additional stock options for employees retreating to the U.S. who waive, in relation to their existing stock options under the
programs created by the Company since 2005, to the right to deduct, from the exercise price, the dividends paid by the Company between the grant date and the exercise date.

Additionally, on August 26, 2011, the Board of Directors, seeking to create a long term incentive (wealth incentive) for certain senior employees and management considered as having high potential,
approved the grant of Share Appreciation Rights (phantom stocks) to certain employees, pursuant to which the beneficiary shall receive two separate lots of phantom stocks  Lot A and B  subject, respectively, to lock-up periods of five
and ten years. On the 5 or 10-year anniversary of the granting of such lots, as case may be, the beneficiary that remained working for the Company or any other company within its group shall receive, in cash, the amount corresponding to the closing
price of preferred shares or ADRs issued by the Company at the BM&FBovespa or NYSE, in the trading session of the day immediately preceding such anniversary, whereas each phantom stock shall correspond to one preferred share or ADR, as case may
be. Such Share Appreciation Rights shall not give the beneficiary the right to receive any shares or ADRs issued by the Company, which shall only serve as basis for the calculation of the cash incentive to be received by such beneficiary, nor shall
it be subject to any exercise by the beneficiary. Although not subject to performance measures, the right to receive the cash incentive deriving from the phantom stocks may be forfeited in certain circumstances, such as resignation or dismissal
prior to each anniversary.

ABI Exceptional Stock Option Grants

On November 25, 2008, ABIs board of directors approved a grant of 28 million stock options to several executives,
including approximately 7 million options granted to Ambev executives. Each option gives the grantee the right to purchase one existing common share of ABI at an exercise price of EUR 10.32, which corresponded to the fair value of ABI share at
the time of granting of the options. Half of the options has a term of 10 years as from granting and will become exercisable on January 1, 2014. The other half has a term of 15 years as from granting and will become exercisable on
January 1, 2019. The exercise of the options is subject, among other things, to the condition that a performance test will be met by ABI, namely that ABIs net debt/EBITDA ratio falls below 2.5 before December 31, 2013. Specific
forfeiture rules apply in case of employment terminations. Such grant was confirmed on April 28, 2009, by ABIs annual general shareholders meeting.

On April 30, 2009, ABI granted approximately 4.9 million stock options to approximately 50 executives of the ABI Group, including approximately 1.8 million options granted to Ambev
executives. Each option gives the grantee the right to purchase one existing common share of ABI at an exercise price of EUR 21.94, which corresponded to the fair value of ABI shares at the time of granting. The options have a term of 10 years as
from granting and will become exercisable on January 1, 2014. The exercise of the options is subject, among other things, to the condition that a performance test will be met by ABI. This performance test will be met if ABIs net
debt/EBITDA ratio falls below 2.5 before December 31, 2013. Specific forfeiture rules apply in the case of employment termination. Such grant was authorized by ABIs 2009 annual general shareholders meeting.

On December 18, 2009, ABI granted approximately 1,582,592 options to executives of ABI, including 97,711 options granted to
Ambev executives. Each option gives the grantee the right to purchase one existing common share of ABI at an exercise price of EUR 35.90 and become exercisable after five years, on 18 December 2014.



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Ambev Pension Plan

Ambevs pension plans for employees in Brazil are administered by the IAPP. IAPP operates both a defined benefit pension plan (closed to new participants since May 1998) and a defined contribution
plan, which supplements benefits that the Brazilian government social security system provides to our employees. IAPP was established solely for the benefit of our employees and its assets are held independently. IAPP is managed by the IAPP Council
Board (Conselho Deliberativo), which has three members, two of which are appointed by Ambev, and one member represents the employees and retired employees. The IAPP Executive Board (Diretoria Executiva) has three members, all
of which are appointed by the IAPP Council Board. IAPP also has a Fiscal Council with three members, two of which are appointed by Ambev and one member represents the employees and retired employees.

Any employee after being hired may opt to join the defined contribution plan. When pension plans members leave Ambev, before retirement,
but having contributed at least three years to the IAPP plan, they have some options such as: (a) have their contributions refunded, (b) transfer their contributions to a bank or insurance company, (c) keep their investment
in IAPP to be paid in installments, and (d) keep contributing to IAPP for future retirement under the existing terms. In the event the employee leaves the Company prior to completing three years as a participant, such employee will only be
entitled to refund his/her contributions to the plan.

Prior to May 1998, when the defined contribution plan was launched,
there was only a defined benefit plan. At the time of adoption of the defined contribution plan, active participants were given the option either to remain in the defined benefit plan, or transfer their accumulated benefits to the defined
contribution plan. The defined contribution plan covers substantially all new employees.

As of March 31, 2013, we had
6,074 participants in our pension plans, including 724 participants in the defined benefit plan, 3,945 participants in the defined contribution plan, and 1,405 retired or assisted participants.

The Plan assets are comprised mainly of equity securities, government and corporate bonds and properties. All benefits are calculated and
paid in inflation-indexed reais.

Labatt provides pension plan benefits in the defined contribution model and in the
defined benefit model to its employees, as well as certain post-retirement benefits.

As at December 31, 2012, the
Company recorded liabilities for pension plan benefits, as described in note 23 to our financial statements.

Profit-Sharing Plan

Employees performance-based variable bonuses are determined on an annual basis taking into account the achievement
of corporate, department or business-unit and individual goals, established by the Board of Directors.

The distribution of
these bonuses is subject to a three-tier system in which Ambev must first achieve performance targets approved by the Board of Directors. Following that, each department or business segment must achieve its targets.

For employees involved in operations, we have a collective award for production sites and distribution centers with outstanding
performances. The bonus award at the distribution centers and production sites is based on a ranking between the different distribution centers and production sites (as the case may be), which based on their relative ranking may or may not receive
the bonus.

We provisioned R$288.0 million under these programs for the year ended December 31, 2012, R$162.5 million for
the year ended December 31, 2011, R$229.0 million for the year ended December 31, 2010, R$20.1 million for the quarter ended March 31, 2013 and R$23.2 for the quarter ended March 31, 2012.



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|C. | Board Practices
|-- | ---------------

During
2012 management held individual and group meetings with shareholders, investors and analysts to talk about the performance of our business and our opportunities for growth both in the short-term as well as in the future. We also participated in
conferences and road shows in Brazil, the United States, Mexico and Europe. We hosted quarterly conference calls, transmitted simultaneously on the Internet, to clarify financial and operating results as well as answered questions from the
investment community.

Fiscal Council (Conselho Fiscal)

At Ambevs general and extraordinary shareholders meeting held in April 2005, we approved an amendment to our bylaws to make
the Fiscal Council (Conselho Fiscal) a permanent body. The following members were appointed to the Fiscal Council at Ambevs annual general meeting held on April 29, 2013, for a term expiring upon the general shareholders
meeting of 2014: Celso Clemente Giacometti, James Terence Coulter Wright and Mário Fernando Engelke, and, as alternates, Ary Waddington, Emanuel Sotelino Schifferle and Eurípedes de Freitas. All of them are independent
members as per Rule 10I(c)(v) of the Sarbanes-Oxley Act of 2002.

The responsibilities of the Fiscal Council include
supervision of management, performing analyses and rendering opinions regarding Ambevs financial statements and performing other duties in accordance with Brazilian Corporation Law and its charter. None of the members of the Fiscal Council is
also a member of the Board of Directors or of any Committee thereof.

In addition, we have relied on the exemption provided
for under Rule 10A-3(c)(3) of the Sarbanes-Oxley Act of 2002, which enables us to have the Fiscal Council perform the duties of an audit committee for the purposes of such Act, to the extent permitted by Brazilian law. We do not believe that
reliance on this exemption would materially adversely affect the ability of our Fiscal Council to act independently and to satisfy the other requirements of such Act.

The Board of Directors

Most of the Board members have been in
office for several years, having been re-elected for a new 3-year term at the annual general shareholders meeting held on April 29, 2011. These Board members use their extensive knowledge of the business to help ensure that Ambev reaches
its long-term goals, while maintaining its short-term competitiveness. Moreover, another objective of the Board of Directors is to encourage Ambev to pursue its short-term business goals without compromising its long-term sustainable growth, while
at the same time trying to make sure that Ambevs corporate values are observed.

The Companys Co-Chairmen of the
Board of Directors and the Chief Executive Officer are separate positions held by different people. The Board of Directors is supported in its decision-making by the following committees:

Operations, Finance and Compensation Committee

The Operations, Finance
and Compensation Committee is the main link between the policies and decisions made by the Board of Directors and Ambevs management team. The Operations, Finance and Compensation Committees responsibilities are to:



| |  |  | Present medium and long-term planning proposals to the Board of Directors;
| | - |  | --------------------------------------------------------------------------



| |  |  | Analyze and issue an opinion on the decisions of the Board of Directors regarding the compensation policies for the Board of Directors and Executive
Management, including their individual
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | compensation packages, in order to assure that the members of the Board and Executive Management are being adequately motivated to reach an outstanding performance in consideration for proper
compensation;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Monitor the Investors Relations strategies and the performance of the Companys rating, as issued by the official rating agencies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Monitor the evaluation of the Executive Officers, high management and their respective succession plans;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Analyze, monitor and propose to the Board of Directors suggestions regarding legal, tax and relevant regulatory matters;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Analyze and monitor the Companys annual investment plan;
| | - |  | ---------------------------------------------------------



| |  |  | Analyze and monitor growth opportunities;
| | - |  | -----------------------------------------



| |  |  | Analyze and monitor the Companys capital structure and cash flow; and
| | - |  | ----------------------------------------------------------------------



| |  |  | Analyze and monitor the management of the Companys financial risk, as well as budgetary and treasury policy.
| | - |  | -------------------------------------------------------------------------------------------------------------

Current members of the Committee are Messrs. Victorio Carlos De Marchi (Chairman), Luis Felipe Pedreira Dutra Leite, Marcel Herrmann
Telles, Roberto Moses Thompson Motta and Carlos Alves de Brito. Throughout the year, the Operations and Finance Committee holds at least four meetings. The members of the Committee are elected by the Board of Directors.

Compliance Committee

The Compliance Committees responsibilities are to assist the Board of Directors in the following matters:



| |  |  | Related party transactions;
| | - |  | ---------------------------



| |  |  | Any general conflict of interest situations;
| | - |  | --------------------------------------------



| |  |  | Compliance, by the Company, with legal, regulatory and statutory provisions concerning related party transactions;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | Compliance, by the Company, with legal, regulatory and statutory provisions concerning antitrust matters; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Other matters the Board of Directors may consider relevant and in the interest of the Company.
| | - |  | ----------------------------------------------------------------------------------------------

Current members of the Compliance Committee are Messrs. Victorio Carlos De Marchi (Chairman), José Heitor Attilio Gracioso,
Álvaro Antônio Cardoso de Souza and Bolívar Moura Rocha. The president of the Fiscal Council also attends the Compliance Committee meetings, however does not take part in the Committees decision-making process.



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Differences Between the United States and the Brazilian Corporate Governance Practices

The SEC approved in November 2003 the new corporate governance rules established by the NYSE. According to these
rules, foreign private issuers that are listed on the NYSE must disclose the significant differences between their corporate governance practices and those required by the NYSEs regulations for U.S. companies.

In Brazil, the CVM has provided guidance to the market with a set of recommendations on differentiated corporate governance practices
which are not required but recommended. Additionally, the BM&FBOVESPA and the IBGC-Brazilian Institute of Corporate Governance have developed guidelines for corporate governance best practices.

The principal differences between the NYSE corporate governance standards and our corporate governance practices are as follows:

Independence of Directors and Independence Tests

NYSE corporate governance standards require listed companies to have a majority of independent directors and set forth the principles by which a listed company can determine whether a director is
independent. Controlled companies such as Ambev need not to comply with this requirement.

The Brazilian
Corporation Law requires that our directors be elected by our shareholders at a general shareholders meeting, cumulative voting being applicable if requested by 5% of the common shareholders. Moreover, provided certain statutory thresholds are
met, the Brazilian Corporation Law grants common shareholders and/or preferred shareholders the right to elect a director if they so require in the general shareholders meeting called for the election of the Board of Directors. Currently, all
of our directors are appointed by our controlling shareholders; minority shareholders are represented through one seat in our Fiscal Council.

The Brazilian Corporation Law and the CVM establish rules in relation to certain qualification requirements and restrictions, compensation, duties and responsibilities of a companys executives and
directors.

Executive Sessions

NYSE corporate governance standards require non-management directors of a listed company to meet at regularly scheduled executive sessions without management.

According to the Brazilian Corporation Law, up to one-third of the members of the Board of Directors can also hold management positions.
However, none of our directors holds a management position at this time and, accordingly, we believe we would be in compliance with this NYSE corporate governance standard.

Nominating/Corporate Governance and Compensation Committees

NYSE
corporate governance standards require that a listed company have a nominating/corporate governance committee and a compensation committee each composed entirely of independent directors with a written charter that addresses certain duties.
Controlled companies such as Ambev need not comply with this requirement.

In addition, we are not required under
the Brazilian Corporation Law to have, and accordingly we do not have, a nominating committee or corporate governance committee. According to the Brazilian Corporation Law, Board committees may not have any specific authority or mandate since the
role of the full Board of Directors may not be delegated. The role of the corporate governance committee is generally performed by either our Board of Directors or our executive officers.



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Audit Committee and Audit Committee Additional Requirements

NYSE corporate governance standards require that a listed company have an audit committee composed of a minimum of three independent
members that satisfy the independence requirements of Rule 10A-3 under the Exchange Act, with a written charter that addresses certain duties.

We maintain a permanent Fiscal Council, which is a body contemplated by the Brazilian Corporation Law that operates independently from our management and from our registered independent public accounting
firm. Its principal function is to examine the annual and quarterly financial statements and provide a formal report to our shareholders. We are relying on the exemption provided by Rule 10A-3(c)(3) and believe that our reliance on this exemption
will not materially affect the ability of the Fiscal Council to act independently and to satisfy the other requirements of Rule 10A-3.

Shareholder Approval of Equity Compensation Plans

NYSE corporate governance standards require that shareholders of a listed company must be given the opportunity to vote on all equity compensation plans and material revisions thereto, subject to certain
exceptions.

Our existing stock ownership plan was amended and restated by the general shareholders meeting held on
April 28, 2010.

Corporate Governance Guidelines

NYSE corporate governance standards require that a listed company must adopt and disclose corporate governance guidelines that address certain minimum specified standards, which include, director
qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of the Board.

We believe the corporate governance guidelines applicable to us under the Brazilian Corporation Law are consistent with the
guidelines established by the NYSE. We have adopted and observe our Manual on Disclosure and Use of Information and Policies for Trading with Securities issued by Ambev which deals with the public disclosure of all relevant information as per
CVMs guidelines, as well as with rules relating to transactions involving the dealing by our management and controlling shareholders in our securities.

Code of Business Conduct

NYSE corporate governance standards require that
a listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or officers.

We have adopted a Code of Business Conduct that applies to all directors, officers and employees. There are no waivers to our Code of
Business Conduct.

Certification Requirements

NYSE corporate governance standards require that each listed companys chief executive officer certify to the NYSE each year that he or she is not aware of any violation by the company of the NYSE
corporate governance standards.

As required by Section 303A.12(b) of the NYSE corporate governance standards, our Chief
Executive Officer will promptly notify the NYSE in writing after our executive officer becomes aware of any material non-compliance with any applicable provisions of the NYSE corporate governance standards.



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|D. | Employees
|-- | ---------

As of
March 31, 2013, Ambev and its subsidiaries had 51,217 employees, approximately 54% of whom were engaged in production, 43% of whom were engaged in sales and distribution and 3% of whom were engaged in administration.

The following table sets forth the number of Ambev and its subsidiaries employees of as of the end of the periods indicated:



|                |  |                    |  |       
|--------------- |  | ------------------ |  | ------
|As of March 31, |  | As of December 31,
|2013            |  | 2012               |  | 2011  
|51,217          |  | 51,299             |  | 46,503

The following table shows the geographical distribution of Ambevs employees as of March 31,
2013:



|                                                                  |  |                     |  |  |        | 
|----------------------------------------------------------------- |  | ------------------- |  |  | ------ | 
|Geographical Distribution of Ambev Employees as
of March 31, 2013 | 
|Location                                                          |  | Number of Employees | 
|Latin America North                                               |  |                     |  |  | 36,056 | 
|Brazil                                                            |  |                     |  |  | 31,754 | 
|Dominican Republic                                                |  |                     |  |  | 4,013  | 
|Peru                                                              |  |                     |  |  | 1,793  | 
|Ecuador                                                           |  |                     |  |  | 276    | 
|Guatemala                                                         |  |                     |  |  | 289    | 
|Latin America South                                               |  |                     |  |  | 10,621 | 
|Argentina                                                         |  |                     |  |  | 5,352  | 
|Paraguay                                                          |  |                     |  |  | 659    | 
|Bolivia                                                           |  |                     |  |  | 1,500  | 
|Uruguay                                                           |  |                     |  |  | 673    | 
|Chile                                                             |  |                     |  |  | 368    | 
|Canada                                                            |  |                     |  |  | 4,540  | 
|Total                                                             |  |                     |  |  | 51,217 | 

Industrial Relations

All of Ambevs employees in Brazil are represented by labor unions, but only less than 5% of its employees in Brazil are actually members of labor unions. The number of administrative and
distribution employees who are members of labor unions is not significant. Salary negotiations are conducted annually between the workers unions and Ambev. Collective bargaining agreements are negotiated separately for each facility or
distribution center. Ambevs collective bargaining agreements have a term of one year, and Ambev usually enters into new collective bargaining agreements on or prior to the expiration of the existing agreements. We conduct salary negotiations
with labor unions in accordance with local law for our employees located in our HILA-Ex, Latin America South and Canadian operations.

Health and Severance Benefits

In addition to wages, Ambevs employees receive additional benefits. Some of these benefits are mandatory under Brazilian law, some are provided for in collective bargaining agreements, and others
are voluntarily granted. The benefits packages of Ambevs employees in Brazil consist of benefits provided both by Ambev directly and through FAHZ, which provides medical, dental, educational and social assistance to current and retired
employees of Ambev and their beneficiaries and covered dependents, either for free or at a reduced cost. Ambev may voluntarily contribute up to 10% of its consolidated net income, as determined in accordance with Brazilian Corporation Law and
Ambevs bylaws, to support FAHZ in this regard.



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Ambev is required to contribute 8% of each Brazilian employees gross pay to an account
maintained in the employees name in the Government Severance Indemnity Fund, or the FGTS. Under Brazilian law, Ambev is also required to pay termination benefits to Brazilian employees dismissed without cause, equal to 40% (plus 10% to the
Brazilian Government) of the accumulated contributions made by Ambev to the FGTS during the employees period of service.

We provide health and benefits in accordance with local law for our employees located in our HILA-Ex, Latin America South and Canadian
operations.



|E. | Share Ownership
|-- | ---------------

The
following table shows the amount, type and percentage of class of our equity securities held by members of our Board of Directors and by executive officers as of March 31, 2013:



|                                      |  |                                       |  |                                         
|------------------------------------- |  | ------------------------------------- |  | ----------------------------------------
|Name                                  |  | Amount and Percentageof Common
Shares |  | Amount and Percentageof Preferred
Shares
|                                      |  |                                      
|Victorio Carlos De Marchi (1)         |  | *                                     |  | *                                       
|Carlos Alves de Brito (2)             |  | *                                     |  | *                                       
|Marcel Herrmann Telles (3)            |  | *                                     |  | *                                       
|Roberto Moses Thompson Motta          |  | *                                     |  | *                                       
|José Heitor Attílio Gracioso (4)      |  | *                                     |  | *                                       
|Vicente Falconi Campos                |  | *                                     |  | *                                       
|Luis Felipe Pedreira Dutra Leite      |  | *                                     |  | *                                       
|Luiz Fernando Ziegler de Saint Edmond |  | *                                     |  | *                                       
|Paulo Alberto Lemann                  |  | *                                     |  | *                                       
|Álvaro Antonio Cardoso de Souza       |  | *                                     |  | *                                       
|João Mauricio Giffoni de Castro Neves |  | *                                     |  | *                                       
|Nelson José Jamel                     |  | *                                     |  | *                                       
|Alexandre Médicis da Silveira         |  | *                                     |  | *                                       
|Milton Seligman                       |  | *                                     |  | *                                       
|Pedro de Abreu Mariani                |  | *                                     |  | *                                       
|Marcel Martins Régis                  |  | *                                     |  | *                                       
|Vinícius Guimarães Barbosa            |  | *                                     |  | *                                       
|Márcio Fróes Torres                   |  | *                                     |  | *                                       
|Sandro de Oliveira Bassili            |  | *                                     |  | *                                       
|Jorge Pedro Victor Mastroizzi         |  | *                                     |  | *                                       
|Ricardo Rittes de Oliveira Silva      |  | *                                     |  | *                                       



|* | Indicates that the individual holds less than 1% of the class of securities.
|- | ----------------------------------------------------------------------------



|(1) | Mr. De Marchi is a trustee of FAHZ. For information regarding the shareholding of FAHZ, see Item 7. Major Shareholders and Related Party
TransactionsAmbevs Major Shareholders.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Mr. Brito is a trustee of FAHZ. For information regarding the shareholding of FAHZ, see Item 7. Major Shareholders and Related Party
TransactionsAmbevs Major Shareholders.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Does not include shares owned through interest in ABI. Mr. Telles is part of the controlling group of ABI, and is also an intervening party to the Ambev
Shareholders Agreement. See Item 7. Major Shareholders and Related Party TransactionsMajor ShareholdersAmbev Shareholders Agreement. Mr. Telles is also a trustee of FAHZ. For information regarding the
shareholdings of FAHZ, see Item 7. Major Shareholders and Related Party TransactionsMajor ShareholdersAmbevs Major Shareholders.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Mr. Gracioso is a trustee of FAHZ. For information regarding the shareholding of FAHZ, see Item 7. Major Shareholders and Related Party
TransactionsMajor ShareholdersAmbevs Major Shareholders.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------



|A. | Major Shareholders
|-- | ------------------

Introduction

On June 29, 2007, at an Extraordinary Shareholders Meeting, shareholders approved a reverse stock split of our
common and preferred shares at a ratio of 1/100. As a result, each ADS represents one common or preferred share, as the case may be.

On December 17, 2010, at an Extraordinary General Meeting, shareholders approved a stock split, pursuant to which each common and each preferred share issued by the Company was split into five common
shares and five preferred shares, respectively, without any modification to the amount of the Companys capital stock. Each ADR continued to be represented by one common or preferred share, as the case may be.

As of March 31, 2013, Ambev had 1,757,503,251 common voting shares and 1,374,373,304 preferred shares outstanding (excluding
treasury shares). Ambev has registered two classes of ADSs pursuant to the Securities Act: ADSs evidenced by ADRs representing one preferred share, and ADSs evidenced by ADRs representing one common share. As of March 31, 2013, there were
287,055,370 preferred ADSs outstanding (representing 287,055,370 preferred shares which corresponds to 20.88% of the total preferred shares of the Company) and 3,503,749 common ADSs outstanding (representing 3,503,749 common shares which corresponds
to 0.20% of the total common shares of the Company). Ambev ADRs are issuable by The Bank of New York Mellon pursuant to deposit agreements for our common and preferred shares. In addition, as of March 31, 2013, there were 61 registered holders
of our common ADSs and 49 registered holders of our preferred ADSs.

Control

The controlling shareholders of Ambev, Interbrew International B.V. and AmBrew S.A., which are both subsidiaries of ABI and FAHZ,
together hold approximately 91.1% of Ambevs common shares (excluding treasury shares), as of March 31, 2013.

ABI
indirectly holds shares of Ambev common stock that represent approximately 74.0% (as of March 31, 2013) of the total voting power of Ambevs capital stock (excluding treasury shares). Thus, ABI has control over Ambev, even though
(1) ABIs control over Ambev remains subject to the Ambev Shareholders Agreement with FAHZ and (2) ABI is jointly controlled by (a) Messrs. Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto da Veiga Sicupira,
the former controlling shareholders of Companhia Cervejaria Brahma and (b) the former controlling shareholders of the Belgian brewer, Interbrew N.V./S.A. (as ABI was once named). For further information on these matters see Ambev
Shareholders Agreement and Information on the CompanyInBev-Ambev Transactions.

Share Buyback

In 2012, we acquired 895,581 preferred and 3,059 common shares in connection with preemptive rights related to stock
ownership plans, at a total cost of R$69.0 million.

In 2011, we acquired 1,253,294 preferred and 109,190 common shares in
connection with preemptive rights related to stock ownership plans, at a total cost of R$63.3 million.

In accordance with CVM
rules, share buyback programs may be conducted through the issuance of put and call options (provided that the volume of such options issued multiplied by their respective strike prices does not exceed the limit established for the plan), and the
amount of shares to be kept in treasury may not exceed the equivalent to 10% of the free float of each class of shares. For a further description of our share buyback programs, see Purchases of Equity Securities by the Issuer and
Affiliated Purchasers.



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Ambevs Major Shareholders

The following table sets forth information as of March 31, 2013, with respect to any person known to Ambev to be the beneficial
owner of 5% or more of Ambevs outstanding shares:



|                                                                 |  |                                        |               |  |                                           |  |        |  |  |  |             |  |  |  |        | 
|---------------------------------------------------------------- |  | -------------------------------------- | ------------- |  | ----------------------------------------- |  | ------ |  |  |  | ----------- |  |  |  | ------ | 
|                                                                 |  | Amount and Percentageof 
Common Shares |               |  | Amount and Percentageof 
Preferred Shares | 
|The Bank of New York Mellon  ADR Department (1)                 |  |                                        | 3,503,749     |  |                                           |  | 0.20%  |  |  |  | 287,055,370 |  |  |  | 20.88% | 
|Interbrew International B.V.                                     |  |                                        | 1,148,159,628 |  |                                           |  | 65.31% |  |  |  | 521,033,836 |  |  |  | 37.91% | 
|AmBrew S.A.                                                      |  |                                        | 153,376,503   |  |                                           |  | 8.72%  |  |  |  | 100,924,824 |  |  |  | 7.34%  | 
|FAHZ (2)                                                         |  |                                        | 300,286,481   |  |                                           |  | 17.08% |  |  |  | -           |  |  |  | -      | 
|Caixa de Previdência dos Funcionários do Banco do Brasil  PREVI |  |                                        | 16,325,665    |  |                                           |  | 0.93%  |  |  |  | 74,125,085  |  |  |  | 5.39%  | 



|(1) | Represents the number of shares held in the form of ADSs. The Bank of New York Mellon is the depositary of Ambev shares in accordance with the deposit agreement entered
into with Ambev and the owners of Ambev ADSs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Messrs. Marcel Herrman Telles, Carlos Alves Brito, Luis Felipe Pedreira Dutra Leite, Victorio Carlos De Marchi and José Heitor Attílio Gracioso, all of
whom are directors of Ambev, are also trustees of FAHZ.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a description of our major shareholders
voting rights, see Ambev Shareholders Agreement.

Ambev Shareholders Agreement

ABI (through AmBrew S.A. and InterBrew International B.V.), FAHZ, as well as Ambev and Jorge Paulo Lemann, Marcel Telles and Carlos
Alberto Sicupira, the latter four as intervening parties, are part of a shareholders agreement, or the Ambev Shareholders Agreement, with respect to the voting of the shares of Ambev and the voting by Ambev of the shares of its
subsidiaries, among other matters.

The Ambev Shareholders Agreement was originally signed in July 1999 and amended in
March 2004.

The following discussion relates to the Ambev Shareholders Agreement, as modified by the amendment.

Management of Ambev

Although each common share of Ambev entitles shareholders to one vote in connection with the election of Ambevs Board of Directors, Ambevs controlling shareholders, FAHZ, AmBrew S.A. and
Interbrew International B.V., have the ability to elect the majority of Ambevs directors. Because the election of any director by minority (non-controlling) shareholders would require, under Law 6,404/76, at the time of execution of the Ambev
Shareholders Agreement, the adoption of a cumulative vote procedure, the provisions of the Ambev Shareholders Agreement on the management of Ambev were based on the assumption that no directors will be elected by minority shareholders of
Ambev.

Due to the changes introduced by Law No. 10,303/01, the majority of common shareholders holding at least 15% of
voting capital and the majority of preferred shareholders holding at least 10% of Ambevs total capital (in both cases excluding shares held by controlling shareholders) may separately elect one member of the Board of Directors and its
alternate member. Additionally, if neither the common shareholders nor the preferred shareholders achieve such quorum as mentioned above, they can jointly appoint one member and his alternate to the Board of Directors, provided those shareholders
together represent a quorum of at least 10% of Ambevs total capital. In order to exercise these rights, any of these shareholders must prove that he or she has uninterruptedly held the corresponding shares for at least three months prior to
the shareholders meeting, where the election of the Board of Directors shall take place.



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If such prerogative is exercised collectively with the adoption of a cumulative voting
procedure, and as a result the number of directors so elected is equal or greater than the directors elected by the controlling shareholders, the controlling shareholders are entitled to elect the same number of members plus one, regardless of the
number of directors provided for in the bylaws.

Presently, under the Ambev Shareholders Agreement, as amended, each of
FAHZ, AmBrew S.A. and Interbrew International B.V. will have representation on the Board of Directors of Ambev and its subsidiaries and, in addition to the members and respective alternates they are entitled to appoint, each of FAHZ, on the one
hand, and AmBrew S.A. and Interbrew International B.V., on the other, may appoint up to two observers without voting rights to attend Ambevs board meetings. The boards of directors of Ambev and its subsidiaries will each be comprised of at
least three and no more than 15 regular members and the same number of alternates, with a term of office of three years with reelection being permitted.

FAHZ will have the right to appoint four directors and their respective alternates to the boards of directors of Ambev and its subsidiaries, so long as it maintains ownership of common shares that FAHZ
held as of July 1, 1999, when the Ambev Shareholders Agreement was entered into (adjusted for share dividends, splits and reverse stock splits). At that time, FAHZ held 459,521,728 common shares, which has since been adjusted for the
five-for-one stock split that took effect in October 2000, the share dividend that took effect in May 2005, the reverse stock split of June 2007 as well as the stock split approved on December, 2010. FAHZ appointed two of the members of our current
Board of Directors. FAHZ is not allowed under the Ambev Shareholders Agreement to appoint more than four directors in the event that its holding of Ambev common shares increases. FAHZ will always be entitled to appoint at least one director as
long as it holds a minimum of 10% of Ambevs voting shares. AmBrew S.A. and Interbrew International B.V. have the right to appoint members and its alternates to the boards of directors of Ambev and its subsidiaries in a number proportionate to
the number of members appointed by FAHZ. Such proportion is based on the ratio between FAHZs holding and the joint holding of AmBrew S.A. and Interbrew International B.V. in the voting capital of Ambev.

The Ambev Shareholders Agreement provides that Ambev will have two Co-Chairmen with identical rights and duties with one appointed
by FAHZ and the other jointly by AmBrew S.A. and Interbrew International B.V. In the event of a deadlock, neither of the Co-Chairmen has a deciding vote on matters submitted to the Board of Directors of Ambev.

Each of FAHZ, AmBrew S.A. and Interbrew International B.V. may remove a director that it has appointed to the Board of Directors of Ambev
or its subsidiaries, and each also has the right to appoint the respective replacement or a new alternate, if the originally appointed alternate is confirmed for the vacant position.

The Ambev Shareholders Agreement establishes that the shareholders may, by consensus, establish committees within Ambevs
Board of Directors, with the purpose of looking into specific matters, the analyses of which require that their members have specific technical knowledge. The Operations, Finance and Compensation Committee and the Compliance Committee are currently
active. See Item 6. Directors, Senior Management and EmployeesBoard Practices.

Preliminary Meetings and
Exercise of Voting Right

On matters submitted to a vote of the shareholders or their representatives in the Board of
Directors of Ambev or its subsidiaries, FAHZ, AmBrew S.A. and Interbrew International B.V. have agreed to endeavor to first reach a consensus with respect to voting their common shares of each of Ambev and its subsidiaries, and have agreed on the
manner to direct their representatives to vote on the matter being submitted. The Ambev Shareholders Agreement provides that the parties shall hold a preliminary meeting in advance of all meetings of shareholders or boards of directors of
Ambev or of its subsidiaries, with the purpose of discussing and determining a consensus position to be taken by the parties in such meetings.



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If the parties fail to reach a consensus with respect to a particular matter, the position
to be adopted by all parties to the agreement will be determined by the group holding the greatest number of Ambev voting common shares, which currently is constituted of AmBrew S.A. and Interbrew International B.V. However, this rule does not apply
in connection with the election of members of Board of Directors, as described above under Management of Ambev, and with respect to matters which require unanimous approval by FAHZ, AmBrew S.A. and Interbrew International B.V., as
follows:



| |  |  | Any amendment to the bylaws of Ambev and/or any of its subsidiaries with the purpose of amending: (1) the corporate purposes, (2) the term of
duration, and/or (3) the composition, powers and duties of management bodies;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Approval of the annual investment budget of Ambev and/or any of its subsidiaries when the amount of the investments exceed 8.7% of net sales of Ambev
foreseen for the same fiscal year;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Designation, dismissal and substitution of the Chief Executive Officer of Ambev;
| | - |  | --------------------------------------------------------------------------------



| |  |  | Approval of, or amendment to, the compensation policy for the Board of Directors and of the executive officers of Ambev, as well as of its
subsidiaries;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Approval of stock ownership plans for the directors, executive officers and key employees of Ambev and/or its subsidiaries;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Change in the dividend policy of Ambev and/or any of its subsidiaries;
| | - |  | ----------------------------------------------------------------------



| |  |  | Increases in the capital of Ambev and/or any of its subsidiaries, with or without preemptive rights, through subscription, creation of a new class of
shares, or changes in the characteristics of the existing shares, as well as decreases of capital, issuances of debentures (whether or not convertible into shares), warrants, and the creation of founders shares by Ambev and/or any of its
subsidiaries except when such legal businesses are carried out between Ambev and its subsidiaries or between the subsidiaries;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Amalgamations, spin-offs, transformations, mergers, acquisitions, and divestments involving Ambev and/or any of its subsidiaries, in the latter case
(1) when such operation involves a company that is not a subsidiary, directly or indirectly, of Ambev and (2) provided that the transaction in question results in the reduction in the average dividend paid by Ambev in the past five years,
adjusted by the IGP-M index;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The creation, acquisition, assignment, transfer, establishment of an encumbrance on and/or disposal of shares, quotas and/or any securities issued by
any of Ambevs subsidiaries, under any title or form, except in the benefit of Ambev and/or another subsidiary;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The incurrence by Ambev and/or any of its subsidiaries of a debt transaction that results in a net debt/equity ratio greater than 1.5:1;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The execution, amendment, termination, renewal or cancellation of any contracts, agreements or the like involving the registered or deposited
trademarks of Ambev or its subsidiaries;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The extension of loans or the offer of guarantees of any kind by Ambev and/or any of its subsidiaries to any third parties in an amount greater than 1%
of Ambevs shareholders equity as set forth in the last audited balance sheet prepared in accordance with Brazilian GAAP, except in favor of employees of Ambev and its subsidiaries, or in favor of the subsidiaries themselves;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | The election of members of committees of Ambevs Board of Directors;
| | - |  | --------------------------------------------------------------------



| |  |  | The cancellation of the registration of Ambev and/or any of its subsidiaries as publicly traded companies;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | The execution of a petition for an arrangement with creditors (recuperação judicial) or acknowledgment of bankruptcy by Ambev and/or any
of its subsidiaries;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Liquidation or dissolution of Ambev and/or any of its subsidiaries; and
| | - |  | -----------------------------------------------------------------------



| |  |  | Appointment of the external auditors of Ambev and/or any of its subsidiaries.
| | - |  | -----------------------------------------------------------------------------

The Ambev Shareholders Agreement provides that whenever the parties fail to reach a consensus in a preliminary meeting as to any
matter listed above, they will exercise their voting rights so as not to approve such matter. The Ambev Shareholders Agreement provides that any votes cast by FAHZ, AmBrew S.A. and Interbrew International B.V., or by any of the directors
appointed by each of them, in violation of the provisions of the agreement will be deemed null, void and ineffective.

Transfer of Shares

The Ambev Shareholders Agreement contains the following provisions concerning the transfer of the shares subject to the Agreement (common shares):



| |  |  | FAHZ, AmBrew S.A. and Interbrew International B.V. have agreed (1) not to dispose of their shares, directly or indirectly, during the term of the
agreement, whether through private trades, on the stock market or on the over-the-counter market, including by way of tender offers, either voluntary or mandatory, except as provided for in Section VI of the Ambev Shareholders Agreement, and
(2) not to create any type of encumbrance on their shares, without the prior written consent of FAHZ, in the case of AmBrew S.A. and Interbrew International B.V., and without the prior written consent of AmBrew S.A. and Interbrew International
B.V., in the case of FAHZ;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event that the shares of Ambev owned by FAHZ, on the one hand, and by AmBrew S.A. and Interbrew International B.V., on the other hand, become
subject to seizure, attachment, judicial surety or any other restrictive measure, and such restriction is not lifted or waived within 30 days after its imposition, the shares subject to the restriction shall be automatically deemed offered for sale
to the other party. This offer will remain open for 30 days, and the price for the Ambev shares will be the lesser of either (1) the book value of the Ambev shares, as per the latest audited balance sheet of Ambev, prepared in accordance with
Brazilian GAAP, and adjusted by the IGP-M index or (2) the average quoted market price of the Ambev shares on stock exchanges in the 20-day period prior to the petition for lifting or waiving the restriction. If the obligations in respect of
such restriction exceed the above price, the party whose shares have been subject to the restriction will be liable for the difference that the other party may be required to deposit in order to acquire the relevant shares. If the obligations in
respect of such restriction were lower than the price for the Ambev shares as described above, then the party whose shares have been subject to the restriction will be entitled to receive the difference between the price for the Ambev shares and the
obligations in respect of such restriction; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If any of FAHZ, on the one hand, and AmBrew S.A. and Interbrew International B.V., on the other, intends to dispose of subscription rights relating to
Ambev shares that it holds, it must first offer such rights to the other party, who will then be required to exercise its right of first refusal to subscribe the new shares to be issued, within 10 days.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The Shareholders Agreement provides that any transfer of shares or subscription rights
or creation of encumbrances in which the aforementioned provisions on rights of first refusal are not observed will be deemed null, void and ineffective. Ambevs management is also prohibited from reflecting any such events in its corporate
books, as permitted by the Brazilian Corporation Law.

Specific Performance

The obligations of the parties under the Ambev Shareholders Agreement will be subject not only to specific performance but will
also bind third parties to the terms of the agreement, in effect declaring null and void any action taken in breach to it so long as rights and obligations of third parties stem from the agreement.



|B. | Related Party Transactions
|-- | --------------------------

Material Related Party Transactions

Ambev and Affiliated Entities

We engage in (1) the purchase and sale
of raw material with affiliated entities and (2) intercompany loans and guarantees, which effects are eliminated in our consolidated financial statements, with the exception of entities under common control (which are consolidated), as
described in note 31 to our financial statements. Pursuant to the legal, regulatory and statutory provisions concerning related party transactions, the transactions described below were carried out on an arms length basis.

Ambev and FAHZ

Medical, Dental and Social Assistance

One of the activities of FAHZ, as described in its bylaws, is to provide medical and dental assistance to employees and executive officers (including dependents) of Ambev and its subsidiaries.

Label Production

Ambev has entered into a lease agreement with FAHZ, pursuant to which Ambev leased and is operating FAHZs assets used to produce our labels. We began operating such assets in June 2008.

Leasing

FAHZ leases to Ambev two commercial properties, with a total payment of R$15.3. These agreements are being renewed.

Ambev and Employees

Before January 1, 2003, Ambev had deferred payment stock option plans. See Item 6. Directors, Senior Management and
EmployeesEmployeesStock Ownership Plan. Such option was removed from the stock ownership plans subsequent to the enactment of the Sarbanes-Oxley Act. Nevertheless, deferred payment for the stock ownership plans granted prior to
2003 were grandfathered and may be requested. The current Stock Ownership Plan is the result of a revised text approved in Ambevs Extraordinary General Meeting of April 28, 2010.



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ABI and Labatt

In August 2004, in connection with the consummation of the merger of an indirect holding company of Labatt into Ambev, Labatt and InBev N.V./S.A. (as ABI was then denominated) entered into a
cross-services agreement with a view to:



| |  |  | terminating the then-existing services agreement among those entities before the Incorporação;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Labatt providing to InBev N.V./S.A., on an hourly basis, certain administrative services such as tax support services, internal audit services and
legal services; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | InBev N.V./S.A. providing to Labatt, on an hourly basis, administrative services such as internal audit services, legal advice and IT support.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

Transfer Pricing

In August 2004, InBev N.V./S.A. (as ABI was then denominated), Ambev and Labatt entered into agreements relating to the transfer prices and policy for all beer product transfers between ABI and the Labatt
companies. The companies confirmed that the Interbrew Transfer Pricing Policy will continue to be the transfer pricing policy in effect between the ABI companies and the Labatt companies for beer product transfers between and among them, except as
provided for in the agreement.

Ambev and ABI

Licensing Agreements

In March 2005, Ambev and InBev N.V./S.A. (as ABI was
then denominated) entered into a cross-license agreement through which Ambev is allowed to produce, package, market and distribute beer under the brands Stella Artois and Becks in Latin America (except Argentina and Cuba), on an
exclusive basis, and ABI is allowed to produce, package, market and distribute beer under the brand Brahma in Europe, Asia, Africa, Cuba and the United States on an exclusive basis. Ambev has agreed not to directly or indirectly produce,
package, market, distribute, sell or resell (or have an interest in any of these), any other European premium branded beer in Latin America, and ABI has agreed to be bound by the same restrictions relating to any other Latin American premium branded
beer in Europe, Asia, Africa, Cuba and the United States. Since March 2005, ABI has been distributing Brahma beer in the United States and several countries such as the United Kingdom, Spain, Sweeden, Finland and Greece. We announced the
launch of Stella Artois in Brazil in June 2005. Labatt and ABI have an arrangement through which Labatt distributes certain ABI beer brands in Canada, and Latin America South and ABI have an arrangement through which it distributes Stella
Artois in Argentina.

The Company has a licensing agreement with Anheuser-Busch, Inc., to produce, bottle, sell and
distribute Budweiser products in Brazil, Canada and, further, certain arrangements to sell and distribute Budweiser products in Ecuador, Paraguay, Guatemala, El Salvador and Nicarágua. Ambev also has ABIs subsidiary Metal Container
Corp. as one of its can suppliers.

Special Goodwill Reserve

As a result of the merger of InBev Holding Brasil S.A., or InBev Brasil, into Ambev in July 2005, Ambev acquired tax benefits resulting
from the partial amortization of the special premium reserve pursuant to article 7 of CVMs Normative Ruling No. 319/99. Such amortization will be carried out within the next ten years following the merger. As permitted by Normative Ruling
No. 319/99, the Protocol and Justification of the Merger, entered into between Ambev, InBev Brasil and InBev N.V./S.A. (as ABI was then denominated) on July 7, 2005, established that 70% of the goodwill premium, which corresponded to the
tax benefit resulting from the amortization of the tax goodwill derived from the merger, would be capitalized in Ambev to the benefit of its



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controlling shareholder, with the remaining 30% being capitalized in Ambev without the issuance of new shares to the benefit of all shareholders. Since 2005, pursuant to the Protocol and
Justification of the Merger, Ambev has carried out, with shareholders approval, capital increases through the partial capitalization of the goodwill premium reserve. Accordingly, Interbrew International B.V. and AmBrew S.A., which are
subsidiaries of ABI, have subscribed shares corresponding to 70% of the goodwill premium reserve (and Ambev minority shareholders subscribed shares pursuant to preferred subscription right under Brazilian law) and the remaining 30% of the tax
benefit was capitalized without issuance of new shares to the benefit of all shareholders. The Protocol and Justification of the Merger also provides, among other matters, that ABI shall indemnify Ambev for any undisclosed liabilities of InBev
Brasil.

In December 2011, Ambev received a tax assessment related to the goodwill amortization resulting from Inbev
Brasils merger referred to above. See Item 8. Financial Information  Consolidated Financial Statements and Other Financial Information  Tax Matters  Special Goodwill Reserve.

ABI and Intra-group Companies

In January 2005, InBev N.V./S.A. (as ABI was then denominated) and certain intra-group companies executed an International Intra-Group Data Protection Agreement pursuant to which they agreed to provide
adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals in the transfer of personal information.



|C. | Interests of Experts and Counsel
|-- | --------------------------------

Not applicable.



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|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------



|A. | Consolidated Financial Statements and Other Financial Information
|-- | -----------------------------------------------------------------

Consolidated Financial Statements

See Item 17. Financial
Statements.

Legal Proceedings

We are subject to numerous claims with respect to tax, labor, distributors and other matters. To the extent that we believe these contingencies will probably be realized, they have been recorded in the
balance sheet. We have estimated the total exposures of possible (but not probable) losses, which are not recorded as liabilities, to be R$12.8 billion as of March 31, 2013 (R$11.9 billion as of December 31, 2012). Our estimates are based
on reasonable assumptions and management assessments, but should the worst case scenario develop, subjecting us to losses in all cases classified as possible (but not probable), our net impact on our results of operations would be an expense for
this amount. Except as set forth herein, there are no legal proceedings to which we are a party, or to which any of our properties are subject which, either individually or in the aggregate, may have a material adverse effect on our results of
operations, liquidity or financial condition. For more information, see notes 26 and 30 of our consolidated financial statements.

Tax
Matters

As of March 31, 2013, the Company and its subsidiaries had several tax claims pending, including
judicial and administrative proceedings. Most of these claims relate to ICMS value-added tax, IPI excise tax, and income tax and social contributions. As at March 31, 2013, we have made provisions of R$314.3 million (R$312.5 million as of
December 31, 2012) in connection with those tax proceedings for which we believe there is a probable chance of loss.

Among the pending tax claims, there are claims filed by Ambev against Brazilian tax authorities alleging that certain taxes are
unconstitutional. Such tax proceedings include claims for income taxes, ICMS, IPI and revenue taxes. As these claims are contingent on obtaining favorable judicial decisions, the corresponding assets which might arise in the future are only recorded
once it becomes certain that we will receive the amounts previously paid or deposited.

As of March 31, 2013, there were
also tax proceedings with a total estimated possible risk of loss of R$11.3 billion (R$10.9 billion as of December 31, 2012).

ICMS
Value Added Tax, IPI Excise Tax and Taxes on Net Sales

During 1999, legislation came into effect requiring Brazilian
companies to pay PIS and COFINS not only on sales and services net sales, but also on financial income. We have not been paying PIS and COFINS as required by such law, as we have obtained injunctions permitting the non-payment of these additional
taxes on the basis that such legislation is unconstitutional. In November 2005, a leading case unrelated to Ambev was adjudicated by the Brazilian Supreme Court in favor of taxpayers. As of March 31, 2013, we had provisions in connection with
cases still pending in the amount of R$49.0 million (R$50.0 million as of December 31, 2012).

We are currently parties
to legal proceedings with the State of Rio de Janeiro where we are challenging such States attempt to assess ICMS with respect to irrevocable discounts granted by the Company in January 1996 and February 1998. These proceedings are currently
before the Superior Court of Justice and the Brazilian Supreme Court, and involve the amount of R$358.0 million as of March 31, 2012 (R$356.0 million as of December 31, 2012), which we have treated as a possible loss. Such estimate is
based on reasonable assumptions and assessments of management, but should our position not prevail the expected net impact on our income statement would be an expense for this amount.



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Between 2000 and 2004, certain third-party distributors of Londrina Bebidas Ltda. (Cintra,
as it was then denominated) obtained preliminary injunctions permitting the non-payment of IPI. These preliminary injunctions were revoked between 2002 and 2005, and as a result, tax authorities assessed Cintra for the payment of IPI during the
period in which IPI was not collected by the third-party distributors. As of March 31, 2013, Londrina Bebidas Ltda. had a provision of R$20.0 million (R$18.0 million as of December 31, 2012) with respect to such claims. We believe R$158.0
million is considered as a possible loss in connection with this litigation.

Goods manufactured within the Manaus Free Trade
Zone  ZFM intended for consumption elsewhere in Brazil are exempt from the IPI. Our subsidiaries have been registering IPI presumed credits upon the acquisition of exempted inputs manufactured therein. Since 2009 we have been receiving a
number of tax assessments from the Brazilian Federal Tax Authorities relating to the disallowance of such presumed credits, which decision from the Upper House of the Administrative Court is still pending. Management estimates possible losses in
relation to these assessments to be R$669.1 million as of March 31, 2013 (R$410.0 million as of December 31, 2012). See Item 5. Operating and Financial Review And Prospects  Liquidity and Capital Resources  Sales Tax
Deferrals and Other Tax Credits.

Income Tax and Social Contribution

Beginning in 1997, an amendment to the tax laws confirmed the deductibility of interest on shareholders equity for social
contribution and income tax purposes. Brahma, which has since been succeeded in a series of corporate restructuring transactions by Ambev, filed a lawsuit with the Federal Courts of the State of Rio de Janeiro requesting the recovery of social
contribution taxes previously paid in 1996. The Federal Court granted Brahma an injunction recognizing the deductibility of payment of interest on shareholders equity and, as a result, allowed Brahma to suspend the payment of social
contribution in 1999 up to the amount not deducted in 1996 (approximately R$77 million as of December 31, 2011). Notwithstanding the aforesaid suspension of social contributions payment, the tax authority filed an administrative
proceeding against Brahma claiming the payment of such amount and Brahma presented its defense. Meanwhile, in April 2001, the Federal Appellate Court reversed the Federal Courts injunction. Though we appealed to the Brazilian Supreme Court in
April 2002, our appeal was denied. The provision made in connection with this case was reversed in 2009 as management assessment established that even if Ambev loses the administrative proceeding, the tax authority would not be entitled to collect
the respective amounts, due to the fact that the tax authority has indirectly consented, in a different proceeding, to the deductibility of payment of interest on shareholders equity made by Ambev in 1996. The case was closed in April 2012.

Profits Generated Abroad

During the first quarter 2005, certain of our subsidiaries received a number of assessments from Brazilian Federal Tax Authorities relating to profits obtained by subsidiaries domiciled abroad. In
December 2008, the Administrative Court handed down a decision on one of the tax assessments relating to earnings of our foreign subsidiaries. This decision was partially favorable to Ambev, and in connection with the remaining part, the Company
filed an appeal to the Upper House of the Administrative Court and is awaiting its decision. With respect to another of the tax assessments relating to foreign profits, the Administrative Court rendered a decision favorable to Ambev in September
2011. After this decision, we estimate the total exposures of possible losses in relation to these assessments to be R$2.7 billion at March 31, 2013 (R$2.6 billion as of December 31, 2012). Management has not recorded any
provision in connection therewith.

Income Tax - Tax Loss Offset

The Company and certain of its subsidiaries received a number of assessments from Brazilian federal tax authorities relating to the use
of income tax losses in company mergers. We have not recorded any provision in connection therewith.



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We estimated the total exposures of possible losses in relation to these assessments to be
approximately of R$527.3 million as of March 31, 2013 (R$521.8 million at December 31, 2012).

Labatt Tax Matters

Labatt was assessed by the Canada Revenue Agency, or the CRA, for the interest rate used in certain related-party debts and
related-party transactions, and other transactions existing prior to the merger of Labatt into Ambev. These issues have been settled in April 2010 with CRA at C$123 million of the estimated exposure of C$218 million at December 31, 2009.
Part of the amount settled, corresponding to transactions made before to the merger of Labatt into Ambev, was reimbursed by ABI.

Labatt received another tax assessment on its valuations of certain intercompany transactions amounting to C$158.0 million. The company appealed this tax assessment. In the event Labatt would be required
to pay these amounts, the totality would have been reimbursed by ABI. The appeal was allowed in April 2012 by the Canada Revenue Agency with no cost to Labatt.

Tax Amnesty and Refinancing Program

We enrolled in the Tax Amnesty and
Refinancing Program, introduced by Federal Law 11,941/09, for some of its current tax lawsuits. Under this program, we agreed to pay R$374.8 million in 180 monthly installments, as from June 2011. As of April 24, 2013, the total amount due
relating to such Program is of R$263.6 million (R$271.9 million as of December 31, 2012), registered under the Other taxes, charges and contributions line item of our income statement.

Special Goodwill Reserve

In December 2011, Ambev received a tax assessment from the Brazilian Federal Tax Authorities (Secretaria da Receita Federal do
Brasil) related to the goodwill amortization resulting from Inbev Brasils merger referred to on Item 7.B  Related Party Transactions  Special Goodwill Reserve. In June 2012 the Company filed an appeal against the
unfavorable first level administrative decision and awaits the decision of the Administrative Court. We believe that the goodwill amortization and respective deduction for tax purposes were in compliance with the provisions set forth by CVM
Instruction No. 319/1999 and that Ambevs use of this goodwill was lawful. In accordance with the advice of our external legal counsel, we believe that the Brazilian Federal Tax Authorities position is incorrect, the grounds to
contest the tax assessment are well founded, and the risk of loss is possible (but not probable). Accordingly, we have not recorded any provisions for this matter and estimate possible losses in relation to this assessment to be approximately R$3.8
billion as of March 31, 2012 (R$3.7 billion as of December 31, 2012). In the event Ambev would be required to pay these amounts, ABI will reimburse the amount proportional to the benefit received by ABI pursuant to the merger protocol, as
well as the related costs.

Labor Matters

The Company is involved in a total of 19,782 labor claims. In Brazil, it is not unusual for a company to be a defendant in such a large number of claims. As of March 31, 2013, we have made
provisions totaling R$166.9 million (R$180.1 million as of December 31, 2012) in connection with slightly over a fifth of the above labor claims of the Company and its subsidiaries involving former and current employees and relating mainly to
overtime, dismissals, severance, health and safety premiums, supplementary retirement benefits and other matters, all of which are awaiting judicial resolution and have probable chance of loss.

As of March 31, 2013, we had approximately 10 claims made by the Brazilian National Institute for Social Security with an aggregate
exposure of R$7.5 million (R$7.5 million as of December 31, 2012). These claims are classified as having a possible chance of loss and allege, among other things, that the Company should have paid social security contributions in relation to
bonus payments and payments to third-party service providers.



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Civil Claims

As of March 31, 2013, we had 4,640 civil claims pending in Brazil, including third party distributors and product-related claims. We are plaintiffs in 1,267 and defendants in 3,271 of these claims.
We have established provisions totaling R$33.1 million for the Company and its subsidiaries as of March 31, 2013 (R$30.4 as of December 31, 2012), in connection with civil claims.

We are a party to a tortious interference claim brought by our competitor Schincariol whereby Schincariol seeks damages in the range
of R$100 million from Ambev, claiming that Ambev signed up the entertainer Zeca Pagodinho while he was still contractually bound with Schincariol. On July 20, 2007, the lower courts of the State of São Paulo denied
Schincariols claim, and Schincariol filed an appeal on August 24, 2007. Based on management assessments, we have not recorded a provision in connection with such proceeding. Schincariols appeal is waiting to be decided before the
Appellate Court.

Subscription Warrants

In 2002, Ambev decided to request a ruling from the CVM in connection with a dispute between Ambev and some of its warrant holders regarding the criteria used in the calculation of the strike price of
certain Ambev warrants. In March and April 2003, the CVM ruled that the criteria used by Ambev to calculate the strike price were correct. In response to the CVMs final decision and seeking to reverse it, some of the warrant holders filed
separate lawsuits before the courts of São Paulo and Rio de Janeiro.

Although the warrants expired without being
exercised, the warrant holders claim that the strike price should be reduced to take into account the strike price of certain stock options granted by Ambev under its Stock Ownership Program, as well as for the strike price of other warrants issued
in 1993 by Brahma.

We have been notified of seven claims from 12 holders arguing that they would be entitled to those rights.
Two of them were ruled favorably to Ambev by the appellate court of the State of São Paulo. A third one was settled. Of the four other claims, Ambev recently received a favorable ruling in one claim by a court of first instance in Rio de
Janeiro and the appellate court of the State of Rio de Janeiro ruled against Ambev in the other three claims. We have appealed to the Superior Court of Justice with respect to the final decisions issued by the appellate court of the state of Rio de
Janeiro.

The warrant holders of one of the claims denied by the appellate court of the State of São Paulo have also
appealed to the Superior Court of Justice. In September 2012, the Superior Court of Justice decided in favor of Ambev and the possibilities of a reversal decision are remote.

In the event the plaintiffs prevail in the above six pending proceedings, we believe that the corresponding economic dilution for the existing shareholders would be the difference between the market value
of the shares at the time they are issued and the value ultimately established in liquidation proceedings as being the subscription price pursuant to the exercise of the warrants. We believe the warrants object of those six proceedings represented,
on March 31, 2013, 27,684,596 preferred and 6,881,719 common shares that would be issued at a value substantially below fair market value, should claimants ultimately prevail. The plaintiffs also claim they should receive past dividends related
to these shares in the amount of R$391.0 million.

Based on management assessments, our chances of receiving unfavorable final
decisions are possible and therefore we have not established a provision in our financial statements. As these disputes are based on whether we should receive as a subscription price a lower price than the price that we consider correct, a provision
of amounts with respect to these proceedings would only be applicable with respect to legal fees and past dividends.



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Third Party Distributors Claims

Numerous claims have been filed in Brazil against us by former distributors whose contracts were terminated. Most claims are still under
review by first instance and state Appellate Courts, and a few are currently being reviewed by the Superior Court of Justice.

Ambev has established provisions in the amount of approximately R$8.3 million in connection with these claims as of March 31, 2013
(R$8.3 million as of December 31, 2012), based on management assessments.

Antitrust Matters

Investigations

We
currently have a number of antitrust investigations pending against us before Brazilian antitrust authorities.

Tô
Contigo

On July 22, 2009, CADE issued its ruling in connection with a proceeding initiated in 2004 as a result of a
complaint filed by Schincariol which had, as its main purpose, the investigation of Ambevs conduct in the market, in particular Ambevs customer loyalty program known as Tô Contigo and which is similar to airline
frequent flyer and other mileage programs.

During its investigation, the SDE concluded that the program should be considered
anticompetitive unless certain adjustments were made. These adjustments were substantially incorporated into the version of the program at that time, and the program no longer exists. The SDE opinion did not threaten any fines and recommended that
the other accusations be dismissed. After the SDE opinion, the proceeding was sent to CADE, which issued a ruling that, among other things, imposed a fine in the amount of R$352.7 million (R$486.0 million as of December 31, 2012 and R$492.8
million as of March 31, 2013, reflecting accrued interests).

Ambev has challenged CADEs decision before the
federal courts, which have ordered the suspension of the fine and other parts of the decision upon our posting of a guarantee. Ambev has already rendered a court bond (carta de fiança) for this purpose and the decision
was partially suspended.

On March 29, 2011, and following a determination included in the abovementioned CADE decision,
the SDE initiated investigations to determine whether individuals should also be held responsible for the Tô Contigo practices, including Bernardo Pinto Paiva currently Chief Sales Officer of ABI and Ricardo Tadeu Almeida Cabral de Soares,
currently working for ABI and former Sales Executive Officer of Ambev.

Kaiser

On April 2, 2007, Cervejaria Kaiser, which is currently the fourth largest beer producer in Brazil and a part of the Heineken Group,
filed a complaint with Brazilian antitrust authorities alleging that Ambevs cooler programs and exclusivity agreements constituted anti-competitive practices, and also that Ambev launched two counter brands (Puerto del Sol and Puerto del Mar)
in connection with the entry of Kaisers product Sol Pilsen in 2006. On December 9, 2008, the SDE registered two administrative proceedings to investigate the alleged practices. Our preliminary responses were filed before SDE on
February 18, 2009, and on January 16, 2012.

630ml Bottle

On April 3, 2008, the Brazilian Association of Carbonated Soft Drinks Manufacturers, the Brazilian Association of Beverages, which
is composed of Schincariol and Petrópolis two large competitors in Brazil, and Cervejaria Imperial (a small Brazilian beverage company), filed complaints with Brazilian antitrust authorities



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challenging our 630ml returnable bottle launched under the Skol brand in the State of Rio de Janeiro and under the Bohemia brand in the State of Rio Grande do Sul. On April 17,
2008, Cervejarias Kaiser also filed a complaint with the Brazilian antitrust authorities challenging the Skol bottle. These competitors claim that we should be prevented from launching the new exclusive 630ml bottle and should be compelled to
continue to use the standard 600ml returnable bottle used by all other producers. On May 27, 2008, SDE issued an injunction prohibiting the use of the new 630ml bottle by Ambev. Due to an appeal filed by Ambev against the SDE injunction, on
July 23, 2008 CADE decided to allow the use of the 630ml bottle by Ambev in the states of Rio de Janeiro and Rio Grande do Sul, as long as Ambev maintains a system to change the 630ml bottles acquired by its competitors for 600ml bottles.
On November 3, 2010, CADE unanimously approved an agreement with Ambev on the subject-matter, pursuant to which Ambev has ceased, on August 1, 2011, the use of exclusive 630ml returnable bottles and maintained a system to change such
bottles with competitors and points of sale until February 1, 2012. No financial contributions were made by Ambev in connection therewith. In March 2012, after complying with the terms of the agreement, Ambev filed a case dismissal request
before CADE which dismissed the case in August 2012.

1L Bottle

On August 20, 2009, the Brazilian Association of Beverages filed a complaint with the Brazilian antitrust authorities challenging
our new proprietary one liter returnable bottle launched under its main brands. The Association claims that Ambevs new 1L bottle would cause the standard 600ml bottle exchange system to cease to exist, therefore artificially increasing the
costs of competitors and restricting their access to the points of sale. In response, on September 14, 2009, Ambev submitted preliminary clarifications to the SDE arguing for the economic rationality and the benefits to the consumer deriving
from the one liter format. On October 28, 2009, SDE decided to initiate an Administrative Proceeding against us to further investigate the issue. In its note initiating the proceedings, the SDE stated that although it believes that market
producers are in principle free to decide whether or not to participate in a standard bottle exchange system, it wanted to further investigate whether the manner pursuant to which Ambev was allegedly introducing the one liter bottle could
potentially create lock-in effects. On December 24, 2010, SDE issued its opinion recommending the dismissal of the case stating that: (1) Ambev is free to decide whether or not it participates in common bottle exchange system,
(2) Ambev is not required to help competitors, and (3) innovation moves  including new bottles  are pro-competitive. In December 2011, CADEs Attorney General issued his opinion, which is in line with SDEs opinion
referred to above. In February 2012, the Federal Public Prosecutor issued his opinion against Ambevs one liter bottle. In August 2012, the case was dismissed by CADE.

Others

In April 2007, the Brazilian Association of Carbonated Soft Drinks
Manufacturers filed a complaint with the Brazilian antitrust authorities alleging that Ambev engaged in the following anticompetitive practices: (1) predatory prices; (2) restriction of competitors access to shelf space in
supermarkets; (3) exclusivity agreements with strategic points of sales; and (4)) adoption of a proprietary reusable glass bottle. In August 2009, SDE initiated a preliminary inquiry to investigate these alleged practices. The case was
dismissed by CADE in December 2012.

In July 2007, CADE forwarded to SDE for further investigation a complaint issued by
Globalbev Bebidas e Alimentos Ltda. alleging that Ambev was restricting competitors access to the shelf space in supermarkets. In August 2009, SDE initiated a preliminary inquiry to investigate this supposed anticompetitive practice. The case
is still under the analysis of SDE which will decide whether or not to initiate an administrative proceeding to further investigate the Company.

After the approval of the acquisition of Cintra in 2008, SDE initiated an administrative proceeding to investigate the closing in 2009 of a Cintra plant in the city of Mogi-Mirim, in the State of
São Paulo. SDE wants to investigate whether, after the acquisition, the industrial capacity of Cintra was reduced, contrary to information provided by Ambev to SDE during the report of the Cintra acquisition. Ambev already informed SDE about
the



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rationale for the closure of the Mogi-Mirim plant and that the overall capacity of Cintra has increased substantially after its acquisition by Ambev. In February 2012, SDE issued its opinion
recommending that CADE should review the operation or fine Ambev due to inconsistent information regarding Cintras plants. In February 2012, SDE issued its opinion recommending CADE should review the operation and/or fine Ambev due to
allegedly inconsistent information regarding Cintras plants. The case was dismissed by CADE in August 2012

Environmental Matters

Riachuelo

In 2004, an environmental complaint was initiated by certain neighbors residing in the Riachuelo Basin against the State of Argentina, the Province of Buenos Aires, the city of Buenos Aires and more than
forty corporate entities (including our Argentinean subsidiary) with premises located in the Riachuelo Basin or that discharge their waste into the Riachuelo River. In this complaint, the Argentine Supreme Court of Justice has resolved that the
State of Argentina, the Province of Buenos Aires and the city of Buenos Aires remain primarily responsible for the remediation of the environment, and further resolved that the Riachuelo Basin Authority (Acumar, an environmental
authority created in 2006 pursuant to the Argentine Law No. 26, 168) would be responsible for the implementation of a Remediation Plan for the Riachuelo Basin. The Supreme Court of Justice has not yet resolved on the responsibility for the
environmental damage.

Others

In August 2003, Oliveira Comércio de Sucatas filed a complaint with the Public Attorney of the city of Pedreira, in the State of São Paulo, alleging that CBB, a subsidiary merged into Ambev,
was using the waste disposal site of the city as a disposal for toxic garbage. In September 2003, we presented our response with all the evidences we had. Ambev reached a settlement with the Public Prosecutor on April 19, 2012.

The Public Attorney of the State of Rio de Janeiro requested on December 12, 2003, the initiation of a civil inquiry to
investigate anonymous reports of pollution allegedly caused by Nova Rio, Ambevs breweries located in the State of Rio de Janeiro. Currently this investigation is in the discovery phase. Ambev expects this investigation to be dismissed as it
has presented several expert opinions, including one from the State environmental agency, showing lack of environmental damages. Simultaneously, the police of Rio de Janeiro has requested the initiation of a criminal inquiry on June 2, 2003, to
investigate the author of the alleged environmental crime, which is also in the discovery phase. Ambev expects this investigation will be dismissed concurrently with the civil investigation mentioned above.

On April 17, 2007, the Public Prosecutor of Viamão, State of Rio Grande do Sul requested the initiation of a civil and
criminal investigations on reports made by local population of pollution around the plant. Ambev reached a settlement with the Public Prosecutor of Viamão on June 12, 2007. In February 2009 the investigation was suspended for a period of
three years in order to be certified that the settlement was entirely accomplished by Ambev. In 2012, the criminal investigation was dismissed.

Suit Against Brazilian Beer Industry

On 28 October 2008, the Brazilian Federal Prosecutors Office (Ministério Público Federal) filed a suit for damages against Ambev and two other brewing companies claiming
total damages of approximately R$2.8 billion (of which approximately R$2.1 billion are claimed against Ambev). The public prosecutor alleges that: (1) alcohol causes serious damage to individual and public health, and that beer is the most
consumed alcoholic beverage in Brazil; (2) defendants have approximately 90% of the national beer market share and are responsible for heavy investments in advertising; and (3) the advertising campaigns increase not only the market share
of the defendants but also the total consumption of alcohol and, hence, cause damage to society and encourage underage consumption.



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Shortly after the above lawsuit was filed, a consumer-protection association applied to be
admitted as a joint-plaintiff. The association has made further requests in addition to the ones made by the Public Prosecutor, including the claim for collective moral damages in an amount to be ascertained by the court; however, it
suggests that it should be equal to the initial request of R$2.8 billion (therefore, it doubles the initial amount involved). The court has admitted the association as joint-plaintiff and has agreed to hear the new claims. Based on management
assessments, we believe that our chances of loss are remote and, therefore, we have not made any provision with respect to such claim.

Alcohol Litigation

The Brazilian Federal Prosecutors Office filed suits against Brazilian Government to increase the restriction of beer advertising in Brazil. The public prosecutor alleges that: (1) alcohol
causes serious damage to individual and public health; (2) the publicity increases the consumption of alcohol; and (3) theres already Alcohol advertising restriction to spirit drinks in Brazil. Ambev is not a party to these legal
proceedings, but has been following them closely to understand how this industry could be affected.

Dividend Policy

For information regarding our dividend policy, see Item 3. Key InformationSelected Financial
DataDividendsDividend Policy.



|B. | Significant Changes
|-- | -------------------

Except as otherwise disclosed in our annual financial statements and in this annual report, there have been no significant changes in our
business, financial conditions or results since December 31, 2012.



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|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------



|A. | Offer and Listing Details
|-- | -------------------------

Not applicable. Information regarding the price history of the stock listed as required by Item 9.A.4 is set forth below in
Principal Market and Trading Market Price Information.



|B. | Plan of Distribution
|-- | --------------------

Not applicable.



|C. | Principal Market and Trading Market Price Information
|-- | -----------------------------------------------------

We are registered as a publicly held company with the CVM and are listed on the BM&FBOVESPA under the symbols AMBV3 (common shares) and AMBV4 (preferred shares). In December
2010, Ambevs shareholders approved a stock split at an extraordinary general meeting, according to which four new Ambev common shares were issued in respect of each outstanding Ambev common share, and four new Ambev preferred shares were
issued in respect of each outstanding Ambev preferred share

Shares

The table below shows the quoted high and low closing sales prices in reais on BM&FBOVESPA for preferred and common shares for
the indicated periods. All shares prices have been restated to reflect Ambevs stock split described in the preceding paragraph.



|                                                               |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|-------------------------------------------------------------- |  | ---------------- |  | ------------------- |  | ---- |  | --- | ----- |  |  |  |  | ----- |  |  |  |  | ----- | 
|Trading Prices on the BM&FBOVESPA:
Common and Preferred Shares
|                                                               |  | Per Common Share |  | Per Preferred Share
|                                                               |  | High             |  | Low                 |  | High |  | Low
|                                                               |  | (in reais)       |  | (in reais)         
|Annual                                                         |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                               |  |                  |  |                    
|2012                                                           |  |                  |  | 86.24               |  |      |  |     | 49.03 |  |  |  |  | 88.94 |  |  |  |  | 61.14 | 
|2011                                                           |  |                  |  | 54.60               |  |      |  |     | 35.67 |  |  |  |  | 67.30 |  |  |  |  | 42.28 | 
|                                                               |  |                  |  |                    
|2010                                                           |  |                  |  | 43.40               |  |      |  |     | 27.61 |  |  |  |  | 50.76 |  |  |  |  | 32.50 | 
|2009                                                           |  |                  |  | 30.00               |  |      |  |     | 15.16 |  |  |  |  | 34.98 |  |  |  |  | 18.03 | 
|                                                               |  |                  |  |                    
|2008                                                           |  |                  |  | 26.60               |  |      |  |     | 14.40 |  |  |  |  | 29.36 |  |  |  |  | 17.20 | 
|Quarterly                                                      |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                               |  |                  |  |                    
|2013                                                           |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|First
Quarter                                                  |  |                  |  | 91.13               |  |      |  |     | 81.52 |  |  |  |  | 93.80 |  |  |  |  | 83.00 | 
|                                                               |  |                  |  |                    
|2012                                                           |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|Fourth
Quarter                                                 |  |                  |  | 86.24               |  |      |  |     | 64.20 |  |  |  |  | 88.94 |  |  |  |  | 77.89 | 
|                                                               |  |                  |  |                    
|Third Quarter                                                  |  |                  |  | 63.66               |  |      |  |     | 59.08 |  |  |  |  | 78.89 |  |  |  |  | 72.57 | 
|Second
Quarter                                                 |  |                  |  | 67.21               |  |      |  |     | 57.33 |  |  |  |  | 80.72 |  |  |  |  | 70.28 | 
|                                                               |  |                  |  |                    
|First Quarter                                                  |  |                  |  | 65.18               |  |      |  |     | 49.03 |  |  |  |  | 78.09 |  |  |  |  | 61.14 | 
|2011                                                           |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                               |  |                  |  |                    
|Fourth Quarter                                                 |  |                  |  | 54.60               |  |      |  |     | 44.50 |  |  |  |  | 67.30 |  |  |  |  | 55.30 | 
|Third
Quarter                                                  |  |                  |  | 46.30               |  |      |  |     | 36.97 |  |  |  |  | 57.00 |  |  |  |  | 44.10 | 
|                                                               |  |                  |  |                    
|Second Quarter                                                 |  |                  |  | 44.10               |  |      |  |     | 38.48 |  |  |  |  | 51.90 |  |  |  |  | 45.00 | 
|First
Quarter                                                  |  |                  |  | 43.51               |  |      |  |     | 35.68 |  |  |  |  | 51.21 |  |  |  |  | 42.30 | 



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|                                                               |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|-------------------------------------------------------------- |  | ---------------- |  | ------------------- |  | ---- |  | --- | ----- |  |  |  |  | ----- |  |  |  |  | ----- | 
|Trading Prices on the BM&FBOVESPA:
Common and Preferred Shares
|                                                               |  | Per Common Share |  | Per Preferred Share
|                                                               |  | High             |  | Low                 |  | High |  | Low
|                                                               |  | (in reais)       |  | (in reais)         
|Monthly                                                        |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|2013                                                           |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                               |  |                  |  |                    
|April (until April 19)                                         |  |                  |  | 82.65               |  |      |  |     | 76.09 |  |  |  |  | 84.77 |  |  |  |  | 77.40 | 
|March                                                          |  |                  |  | 89.00               |  |      |  |     | 81.52 |  |  |  |  | 90.14 |  |  |  |  | 83.00 | 
|                                                               |  |                  |  |                    
|February                                                       |  |                  |  | 90.80               |  |      |  |     | 85.44 |  |  |  |  | 93.70 |  |  |  |  | 86.38 | 
|January                                                        |  |                  |  | 91.13               |  |      |  |     | 84.00 |  |  |  |  | 93.80 |  |  |  |  | 85.93 | 
|                                                               |  |                  |  |                    
|2012                                                           |  |                  |  |                     |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|December                                                       |  |                  |  | 86.24               |  |      |  |     | 75.76 |  |  |  |  | 88.94 |  |  |  |  | 84.44 | 
|                                                               |  |                  |  |                    
|November                                                       |  |                  |  | 76.85               |  |      |  |     | 66.43 |  |  |  |  | 87.45 |  |  |  |  | 79.80 | 
|October                                                        |  |                  |  | 69.56               |  |      |  |     | 64.20 |  |  |  |  | 84.49 |  |  |  |  | 77.89 | 

ADRs

Ambev has registered two classes of ADSs under the Exchange Act: ADSs evidenced by ADRs representing one preferred share, and ADSs evidenced by ADRs representing one common share. The ADSs have been
listed on the New York Stock Exchange since September 2000 and trade under the symbols ABV.c (ADSs representing Ambev common shares) and ABV (ADSs representing Ambev preferred shares).

As of March 31, 2013, there were 61 registered holders of our common ADSs, with 3,503,749 ADSs outstanding representing 0.20% of our
common shares. As of the same date, there were 49 registered holders of our preferred ADSs, with 287,055,370 ADSs outstanding representing 20.88% of our preferred shares.

The information presented in the table below represents, for the indicated periods, the reported high and low closing sales prices of ADRs quoted in U.S. dollars on the New York Stock Exchange. All shares
prices have been restated to reflect Ambevs stock split described above.



|                                                                                             |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|-------------------------------------------------------------------------------------------- |  | -------------------- |  | ----------------------- |  | ---- |  | --- | ----- |  |  |  |  | ----- |  |  |  |  | ----- | 
|Trading Prices on the New York Stock
Exchange: ADRs Representing Common and Preferred Shares
|                                                                                             |  | Per Common 
ShareADR |  | Per Preferred 
ShareADR
|                                                                                             |  | High                 |  | Low                     |  | High |  | Low
|                                                                                             |  | (in US$)             |  | (in US$)               
|Annual                                                                                       |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                                                             |  |                      |  |                        
|2012                                                                                         |  |                      |  | 41.76                   |  |      |  |     | 26.49 |  |  |  |  | 43.09 |  |  |  |  | 33.23 | 
|2011                                                                                         |  |                      |  | 29.08                   |  |      |  |     | 21.64 |  |  |  |  | 36.26 |  |  |  |  | 25.65 | 
|                                                                                             |  |                      |  |                        
|2010                                                                                         |  |                      |  | 26.30                   |  |      |  |     | 15.40 |  |  |  |  | 31.12 |  |  |  |  | 17.82 | 
|2009                                                                                         |  |                      |  | 17.40                   |  |      |  |     | 6.21  |  |  |  |  | 20.44 |  |  |  |  | 7.42  | 
|                                                                                             |  |                      |  |                        
|2008                                                                                         |  |                      |  | 15.95                   |  |      |  |     | 6.01  |  |  |  |  | 17.64 |  |  |  |  | 7.30  | 



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|                                                                                             |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|-------------------------------------------------------------------------------------------- |  | -------------------- |  | ----------------------- |  | ---- |  | --- | ----- |  |  |  |  | ----- |  |  |  |  | ----- | 
|Trading Prices on the New York Stock Exchange:
ADRs Representing Common and Preferred Shares
|                                                                                             |  | Per Common 
ShareADR |  | Per Preferred 
ShareADR
|                                                                                             |  | High                 |  | Low                     |  | High |  | Low
|                                                                                             |  | (in US$)             |  | (in US$)               
|Quarterly                                                                                    |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                                                             |  |                      |  |                        
|2013                                                                                         |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|First Quarter                                                                                |  |                      |  | 46.22                   |  |      |  |     | 40.89 |  |  |  |  | 47.06 |  |  |  |  | 41.52 | 
|                                                                                             |  |                      |  |                        
|2012                                                                                         |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|Fourth
Quarter                                                                               |  |                      |  | 41.76                   |  |      |  |     | 31.53 |  |  |  |  | 42.31 |  |  |  |  | 38.53 | 
|                                                                                             |  |                      |  |                        
|Third Quarter                                                                                |  |                      |  | 30.93                   |  |      |  |     | 28.56 |  |  |  |  | 39.08 |  |  |  |  | 35.49 | 
|Second
Quarter                                                                               |  |                      |  | 35.90                   |  |      |  |     | 28.15 |  |  |  |  | 43.09 |  |  |  |  | 34.71 | 
|                                                                                             |  |                      |  |                        
|First Quarter                                                                                |  |                      |  | 35.62                   |  |      |  |     | 26.49 |  |  |  |  | 43.01 |  |  |  |  | 33.23 | 
|2011                                                                                         |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                                                             |  |                      |  |                        
|Fourth Quarter                                                                               |  |                      |  | 29.08                   |  |      |  |     | 23.59 |  |  |  |  | 36.26 |  |  |  |  | 29.92 | 
|Third
Quarter                                                                                |  |                      |  | 29.04                   |  |      |  |     | 22.66 |  |  |  |  | 35.64 |  |  |  |  | 27.98 | 
|                                                                                             |  |                      |  |                        
|Second Quarter                                                                               |  |                      |  | 28.57                   |  |      |  |     | 24.09 |  |  |  |  | 33.73 |  |  |  |  | 28.86 | 
|First
Quarter                                                                                |  |                      |  | 26.65                   |  |      |  |     | 21.64 |  |  |  |  | 31.79 |  |  |  |  | 25.65 | 
|                                                                                             |  |                      |  |                        
|Monthly                                                                                      |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|2013                                                                                         |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|                                                                                             |  |                      |  |                        
|April (until April 19)                                                                       |  |                      |  | 41.05                   |  |      |  |     | 38.33 |  |  |  |  | 42.07 |  |  |  |  | 39.15 | 
|March                                                                                        |  |                      |  | 45.64                   |  |      |  |     | 40.89 |  |  |  |  | 45.84 |  |  |  |  | 41.52 | 
|                                                                                             |  |                      |  |                        
|February                                                                                     |  |                      |  | 46.22                   |  |      |  |     | 43.53 |  |  |  |  | 46.97 |  |  |  |  | 43.87 | 
|January                                                                                      |  |                      |  | 42.69                   |  |      |  |     | 41.32 |  |  |  |  | 42.97 |  |  |  |  | 41.70 | 
|                                                                                             |  |                      |  |                        
|2012                                                                                         |  |                      |  |                         |  |      |  |     |       |  |  |  |  |       |  |  |  |  |       | 
|December                                                                                     |  |                      |  | 41.76                   |  |      |  |     | 36.21 |  |  |  |  | 42.31 |  |  |  |  | 40.69 | 
|                                                                                             |  |                      |  |                        
|November                                                                                     |  |                      |  | 35.98                   |  |      |  |     | 32.21 |  |  |  |  | 41.13 |  |  |  |  | 38.59 | 
|October                                                                                      |  |                      |  | 33.93                   |  |      |  |     | 31.53 |  |  |  |  | 41.35 |  |  |  |  | 38.53 | 

Regulation of the Brazilian Securities Market

The Brazilian securities markets are regulated by the CVM, which has regulatory authority over the stock exchanges and securities
markets, as well as by the Central Bank, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions. The Brazilian securities markets are governed by Law No. 6,385
dated December 7, 1976, as amended, or the Brazilian Securities Law, and by the Brazilian Corporation Law, as amended and supplemented. These laws and regulations, among others, provide for disclosure requirements, restrictions on insider
trading and price manipulation, and protection of minority shareholders. They also provide for licensing and oversight of brokerage firms and governance of Brazilian stock exchanges. However, the Brazilian securities markets are not as highly
regulated and supervised as U.S. securities markets.

Under the Brazilian Corporation Law, a company is either publicly held
(listed), such as Ambev, whose shares are publicly traded on the BM&FBOVESPA, or privately held (unlisted). All listed companies are



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registered with the CVM and are subject to reporting and regulatory requirements. The Brazilian Corporation Law allows the CVM to classify listed companies according to the kind of securities
they issue. A company registered with the CVM may trade its securities either on the Brazilian stock exchanges or in the Brazilian over-the-counter market. Shares of companies like Ambev traded on the BM&FBOVESPA may not simultaneously be traded
on the Brazilian over-the-counter market. The shares of a listed company, including Ambev, may also be traded privately subject to several limitations. To be listed on the BM&FBOVESPA, a company must apply for registration with the CVM and the
BM&FBOVESPA.

The trading of securities on the Brazilian stock exchanges may be halted at the request of a company in
anticipation of a material announcement. Companies are sometimes required by law to request such suspension. Trading may also be suspended on the initiative of a Brazilian stock exchange or the CVM, among other reasons, based on or due to a belief
that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries by the CVM or a stock exchange.

Trading on the Brazilian Stock Exchanges

BM&FBOVESPA is the
only Brazilian stock exchange on which private equity and private debt may be traded.

BM&FBOVESPA trading sessions are
from 10:00 a.m. to 5:00 p.m., São Paulo time. During daylight saving time in the United States, the sessions are held from 9:00 a.m. to 4:00 p.m., São Paulo time (closing call is from 4:55 p.m. to 5:00 p.m.). Equity trading is executed
fully electronically through an order-driven trading system called Megabolsa. Additionally, the home broker system through the Internet has been established allowing retail investors to transmit orders directly to the BM&FBOVESPA.
BM&FBOVESPA also permits trading from 5:45 p.m. to 7:00 p.m. on an online system connected to Megabolsa and Internet brokers called the After Market. The After Market session is restricted to certain stocks that were traded through
the electronic system. Trading on the After Market is subject to regulatory limits on price volatility and on the volume of shares transacted through Internet brokers. CVM has discretionary authority to suspend trading in shares of a particular
issuer under specific circumstances. Securities listed on the BM&FBOVESPA may also be traded off the exchange under specific circumstances, but such trading is very limited.

Settlement of transactions is effected three business days after the trade date, without adjustment for inflation. Delivery of and
payment for shares are made through the facilities of separate clearinghouses for each exchange, which maintain accounts for the member brokerage firms. The seller is ordinarily required to deliver the shares to the exchange on the second business
day following the trade date. The clearing house for BM&FBOVESPA is Companhia Brasileira de Liquidação e Custódia, or the CBLC, which is owned by BM&FBOVESPA, among others.

In order to better control volatility, BM&FBOVESPA has adopted a circuit breaker mechanism pursuant to which trading
sessions may be suspended for a period of 30 minutes or one hour whenever the index of the stock exchange falls 10% or 15%, respectively, compared to the previous days closing index. If the market falls more than 15% compared to the previous
day no more pauses are taken. The circuit breaker is not allowed to be started during the last 30 minutes of the trading session.

Although the Brazilian equity market is Latin Americas largest in terms of market capitalization, it is smaller, more volatile and less liquid than the major U.S. and European securities markets. As
of December 29, 2012, the aggregate market capitalization of all the companies listed on BM&FBOVESPA was equivalent to approximately R$2.5 trillion. Although all of the outstanding shares of a listed company are actually available for
trading by the public, in most cases fewer than half of the listed shares are actually traded by the public because the remainders of a listed companys shares are usually held by small groups of controlling persons, by governmental entities or
by one principal shareholder. For this reason, data showing the total market capitalization of Brazilian stock exchanges tend to overstate the liquidity of the Brazilian equity securities market.



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There is also significantly greater concentration in the Brazilian securities markets.
During the year ended December 31, 2012, the ten most actively traded issues represented approximately 37.9% of the total value of shares traded on BM&FBOVESPA, comparable to the 43.4% of total value in 2011.

Trading on Brazilian stock exchanges by non-residents of Brazil is subject to limitations under Brazilian foreign investment legislation.
See Item 3. Key InformationExchange Rate InformationExchange Controls and Item 10. Additional InformationMemorandum and Articles of AssociationRestrictions on Foreign Investment.



|D. | Selling Shareholders
|-- | --------------------

Not applicable.



|E. | Dilution
|-- | --------

Not
applicable.



|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.



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|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------



|A. | Share Capital
|-- | -------------

Not
applicable.



|B. | Memorandum and Articles of Association
|-- | --------------------------------------

Below is a brief summary of the material provisions concerning our preferred shares, common shares, bylaws and the Brazilian Corporation Law. In Brazil, the principal governing document of a corporation
is the companys bylaws (Estatuto Social). This description is qualified in its entirety by reference to the Brazilian Corporation Law and our bylaws. An English translation of our bylaws has been filed with the SEC as an exhibit to this
annual report. A copy of our bylaws (together with an English translation) is also available for inspection at the principal office of the depositary and at our website (www.ambev-ir.com). Information on the trading market for our preferred shares
is set forth under The Offer and ListingPrincipal Market and Trading Market Price Information and information on ownership of our shares is set forth under Item 7. Major Shareholders and Related Party TransactionsMajor
Shareholders.

Our capital stock is comprised of preferred shares and common shares, all without par value. At our
annual general shareholders meeting held on April 29, 2013, a shareholder resolution was passed increasing our capital stock to 3,132,426,532 shares, divided into 1,374,440,294 outstanding preferred shares and 1,757,986,238 outstanding
common shares. We are authorized to increase our capital up to 3,500,000,000 shares upon the decision of our Board of Directors, without the need to amend our bylaws. There are no other classes or series of preferred shares outstanding.

Each common share entitles the holder thereof to one vote at meetings of our shareholders. Holders of common shares are not entitled to
any preference relating to our dividends or other distributions or any preference upon our liquidation.

Each preferred share
is non-voting, may not be converted into a common share, and is entitled to:

(1)        priority in the reimbursement of capital in case of Companys liquidation; and

(2)        the right to receive dividends in an amount per share at least 10% higher
than the amount per share paid to holders of common shares.

See Voting Rights for more information
regarding the voting rights of our preferred shares.

Law No. 10,303/01 amended the Brazilian Corporation Law to
establish that the number of non-voting shares or shares with limited voting rights, such as our preferred shares, may not exceed half of the total number of issued shares; however, since Ambev was incorporated prior to the enactment of Law
No. 10,303/01, it is still allowed by law to have non-voting shares up to two-thirds of the total number of its shares.

The current members of our Board of Directors were elected by the controlling shareholders of our common shares. Board members, regardless of the shareholder they represent, owe fiduciary duties towards
the Company and all of its shareholders. At the same time, any director appointed by shareholders bound by a shareholders agreement is also bound by the terms of such agreement. For further information on this matter see Item 7. Major
Shareholders and Related Party TransactionsMajor ShareholdersAmbev Shareholders Agreement.



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General

Our registered name is Companhia de Bebidas das AméricasAmbev and our registered office is in São Paulo, São Paulo, Brazil. Our registration number with the São Paulo
Commercial Registry is 35,300,157,770. Ambevs principal corporate purposes include the production and sale of beer, CSDs and other beverages. A more detailed description of Ambevs purposes can be found in Chapter I, Article 3 of
Ambevs bylaws.

Board of Directors

In accordance with the Brazilian Corporation Law, any matters subject to the approval of our Board of Directors can be approved by the affirmative vote of a majority of our Board members present at the
relevant meeting, except as provided in Ambevs Shareholders Agreement.

According to the general principles of the
Brazilian Corporation Law, if a director or an executive officer has a conflict of interest with a company in connection with any proposed transaction, the director or executive officer may not vote in any decision of the Board of Directors or of
the board of executive officers regarding such transaction and must disclose the nature and extent of the conflicting interest for transcription in the minutes of the meeting. In any case, a director or an executive officer may not transact any
business with such company, including any borrowings, except on reasonable or fair terms and conditions that are identical to the terms and conditions prevailing in the market or offered by third parties. Any transaction in which a director may have
an interest can only be approved if carried out on an arms length basis.

Since the enactment of Law No. 12,431/11,
which amended article 146 of the Brazilian Corporation Law, directors no longer need to be shareholders of the Company.

Dividends

The discussion below summarizes the main provisions of the Brazilian Corporation Law regarding the establishment of
reserves by corporations and rules with respect to the distribution of dividends, including provisions regarding the interest on shareholders equity.

Calculation of Distributable Amounts

At each Annual Shareholders
meeting, our Board of Directors is required to propose how the Companys net earnings for the preceding fiscal year are to be allocated. For purposes of the Brazilian Corporation Law, a companys net income after income taxes and social
contribution taxes for such fiscal year, net of any accumulated losses from prior fiscal years and amounts allocated to employees and managements participation in earnings represents its adjusted income for such fiscal year.
In accordance with the Brazilian Corporation Law, an amount equal to such adjusted income (which we will refer to as the distributable amount) will be available for distribution to shareholders in any particular year. Such distributable
amount is subject to:



| |  |  | Reductions that may be caused by amounts contributed for the purpose of meeting the charges of the assistance foundation (in our case, FAHZ) for
employees and management of the Company and its controlled companies, with due regard for the rules established by the Board of Directors to this effect. Up to 10% of the distributable amount may be contributed under this concept;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reductions caused by amounts allocated to the Legal Reserve or contingency reserves. See Reserves; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Increases caused by reversals of reserves constituted in prior years.
| | - |  | ---------------------------------------------------------------------



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Minimum Mandatory Dividend

Ambev is required by its bylaws to distribute to shareholders as dividends in respect to each fiscal year ending on December 31 an amount not less than 35% of the distributable amount (mandatory
dividend). In addition to the mandatory dividend, the Board of Directors may recommend payment of additional dividends to shareholders. The limit for dividend payment is the distributable amount plus the balance available in our statutory
Investment Reserve, to which we allocate distributable amounts from previous fiscal years not paid as dividends. See Reserves. Furthermore, dividend payments may be implemented in advance, during the fiscal year to
which it is related, upon the decision of the Board of Directors. Any amount paid as a dividend in advance will be considered by the end of the fiscal year as part of the minimum mandatory dividend owed to shareholders.

In addition, the mandatory dividend, either the full amount or a portion thereof, may not be paid in any given year should the Board of
Directors consider that such payment is incompatible with the companys financial situation, subject to shareholders approval. While the law does not establish the circumstances in which payment of the minimum mandatory dividend is
incompatible with a companys financial situation, it is generally agreed that a company is allowed not to pay the minimum mandatory dividend if such payment threatens the existence of the company as a going concern or harms its
normal course of operations. Our Fiscal Council must opine on the non-payment of mandatory dividends, and the Companys management is supposed to provide to the CVM, no later than five business days after such a decision is taken, a report
explaining the reasons considered by the Board of Directors.

Any postponed payment of mandatory dividends must be allocated
as a special reserve. Any remaining balance of such reserve not absorbed by losses in subsequent fiscal years must be paid to shareholders as soon as the Companys financial situation allows.

Dividend Preference of Preferred Shares

Pursuant to Ambevs bylaws, preferred shares are entitled to dividends 10% greater than the dividends to be paid to common shares.

Payment of Dividends

Under Brazilian Corporation Law any holder of record
of shares at the time of a dividend declaration is entitled to receive dividends, which are generally required to be paid within 60 days following the date of such declaration, unless a shareholders resolution sets forth another date of
payment, which, in either case, must occur prior to the end of the fiscal year in which such dividends were declared. Ambevs bylaws do not provide for a time frame for payment of dividends. The minimum mandatory dividend is satisfied through
payments made in the form of dividends and interest on shareholders equity, which is equivalent, from an economic perspective, to a dividend, but is usually a tax maximizing way to distribute earnings to our shareholders, as it is deductible
for income tax purposes up to a certain limit established in Brazilian tax laws (see Interest on shareholders equity). Shareholders have a three-year period from the dividend payment date to claim the payment of dividends,
after which we have no liability for such payment.

Shareholders who are not Brazilian residents must register their
investment with the Central Bank in order for dividends, sales proceeds or other amounts to be eligible for remittance in foreign currency outside Brazil. The preferred and common shares underlying our ADSs are deposited with the Brazilian
custodian, Banco Bradesco S.A., which acts on behalf of and as agent for the depositary of the ADSs (The Bank of New York Mellon), which is registered with the Central Bank as the fiduciary owner of such Ambev shares. Payments of cash dividends and
distributions, if any, on common and preferred shares will be made in reais to the custodian on behalf of the depositary. The custodian will then convert such proceeds into U.S. dollars and will deliver such U.S. dollars to the depositary for
distribution to the holders of ADSs. In the event that the custodian is unable to immediately convert the dividends from reais into U.S. dollars, holders of the preferred and common ADSs may



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be adversely affected by devaluations or other exchange rate fluctuations before such dividends can be converted and remitted. Fluctuations in the exchange rate between the real and the
U.S. dollar may also affect the U.S. dollar equivalent of the real price of the preferred and common shares on BM&FBOVESPA.

Interest on Shareholders Equity

Brazilian companies are permitted to distribute earnings to shareholders under the concept of interest on shareholders equity calculated using the Companys net equity multiplied by the TJLP.
The TJLP is the official interest rate defined by the Central Bank and used as reference in long-term loans provided by the BNDES.

The amounts paid as interest on shareholders equity are deductible for Ambevs income tax and social contribution on net profits purposes. This deduction is limited to the greater of
(1) 50% of the net income (after social contribution on net profits, and before taking the interest on shareholders equity or income tax into account); or (2) 50% of retained earnings plus any earnings reserves as of the initial date
of the period in respect of which the payment is made.

Interest on shareholders equity is treated similarly to
dividends for purposes of income distribution. The only significant difference is that a 15% withholding tax is due by non-exempt shareholders, resident or not in Brazil, upon receipt of such interest payment, which tax is collected by the Company
on behalf of its shareholders when the distribution is implemented. If the shareholder is not a Brazilian resident, and is resident or domiciled in a tax-haven jurisdiction according to Brazilian tax legislation, the withholding tax is due at a 25%
rate. According to Brazilian tax legislation, in the case of payments of interest on shareholders equity, a shareholders country or location should be deemed a tax-haven jurisdiction when (a) such country or location does not tax
income, (b) such country or location taxes income at a rate lower than 20%, or (c) the laws of such country or location do not allow access to information related to shareholding composition, to the ownership of investments, or to the
identification of the beneficial owner of earnings that are attributed to non-residents. The Brazilian Revenue Service periodically issues an exhaustive list naming tax haven jurisdictions.

The amount shareholders receive as interest on shareholders equity net of taxes is deducted from the minimum mandatory dividend
owed to shareholders.

Reserves

General

The Brazilian Corporation Law provides that all discretionary
allocations of adjusted income, including the Unrealized Income Reserve and the Investment Reserve, are subject to shareholder approval and may be added to capital (except for the amounts allocated to the Unrealized Income Reserve) or
distributed as dividends in subsequent years. In the case of Tax Incentive Reserve and the Legal Reserve, they are also subject to shareholder approval; however, the use of their respective balances is restricted to being added to capital or the
absorption of losses. They cannot be used as a source for income distribution to shareholders.

Legal Reserve

Under Brazilian Corporation Law, corporations are required to maintain a Legal Reserve to which they must allocate 5% of
their adjusted income for each fiscal year until the balance of the reserve equals 20% of their paid-in capital. However, corporations are not required to make any allocations to their legal reserve in a fiscal year in which the Legal
Reserve, when added to other established capital reserves, exceeds 30% of their paid-in capital. Accumulated losses, if any, may be charged against the Legal Reserve. Other than that, the Legal Reserve can only be used to increase a companys
capital.

Ambevs Legal Reserve added to other established capital reserves exceeds 30% of our paid-in capital.



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Contingency Reserve

Under the Brazilian Corporation Law, a portion of our adjusted income may also be discretionally allocated to a contingency reserve for an anticipated loss that is deemed probable
in future years. Any amount so allocated in a prior year must be either reversed in the fiscal year in which the loss was anticipated if such loss does not in fact occur or is not charged off in the event that the anticipated loss occurs.

Investment Reserve

Under Brazilian Corporation Law, a portion of a corporations adjusted income may be allocated for discretionary appropriations for plant expansion and other fixed or working capital
investment projects, including share buyback programs.

Pursuant to the Brazilian Corporation Law and to the Companys
bylaws, the Investment Reserve balance is not allowed to be greater than 80% of the Companys capital. In the case such limit is reached, shareholders may vote for the amount in excess to be converted into capital or distributed as dividends.

Unrealized Income Reserve

Pursuant to Brazilian Corporation Law, the amount by which the minimum mandatory dividend exceeds the realized portion of net profits for any particular year may be allocated to the unrealized
income reserve. The realized portion of net profits is the amount by which adjusted income exceeds the sum of:

(1)        Our net positive results, if any, from the equity method of accounting for earnings and losses of our subsidiaries and certain affiliates; and

(2)        The net profits, net gains or net return obtained on transactions or on
accounting of assets and liabilities based on their market value, to be completed after the end of the following fiscal year.

Tax
Incentive Reserve

Under Brazilian tax laws, a portion of adjusted income may also be allocated to a general
tax incentive reserve in amounts corresponding to reductions in a companys income tax generated by credits for particular government-approved investments. This reserve is available only in connection with the acquisition of capital
stock of companies undertaking specific government-approved projects.

Goodwill Premium from Shares Issued

Pursuant to the Brazilian Corporation Law, the amount received from subscription shares in excess of the average book value of the shares
should be allocated in this reserve. The amount can be used for future capital increases without the issuance of new shares or to support our share buy-back program.

Fiscal Benefit of Goodwill Premium Amortization - Normative Instruction 319/99

Pursuant to the Normative Instruction 319/99 issued by CVM, when a public company merges with its parent company, while remaining a public company, the goodwill previously paid by the parent company on
its acquisition is deductible for income tax and social contribution purposes, this future tax benefit is recorded as a capital reserve by the public company. As this benefit is realized, the public company increases its capital proportionally to
the benefit, and is able to issue new shares to the parent company, pursuant to the terms of the merger agreement.



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Voting Rights

Each common share entitles its holder to one vote at Ambevs shareholders meetings. Holders of preferred shares are not ordinarily entitled to vote at Ambevs shareholders meetings.

The Brazilian Corporation Law provides that non-voting preferred shares entitled to receive minimum or fixed dividends
acquire full voting rights in the event that a company fails to pay the minimum or fixed dividends to which such shares are entitled for the period established by such companys bylaws, which may not exceed three consecutive fiscal years. Such
voting rights continue until payment of dividends is resumed (or until all dividends due are paid, in the case of preferred shares with the right to receive dividends cumulatively). The same rule applies to preferred shares with restricted voting
rights, causing the suspension of the restrictions in place. Our bylaws include a similar provision applicable to preferred stock with minimum dividends, if and when issued. Our preferred stock does not have minimum or fixed dividends.

Election of Directors

Each common share of Ambev represents one vote at any shareholders meeting in connection with the election of the Board of Directors of Ambev. Common shareholders holding at least 15% of voting
capital or preferred shareholders holding at least 10% of total capital may each elect one member of the Board of Directors and its alternate member. Additionally, if such shareholders do not achieve such percentage, they can jointly appoint one
member of the Board of Directors and its alternate member once they represent, together, at least 10% of total capital. In order to exercise these minority rights, shareholders must prove that they have held the shares for at least the last three
months. If such prerogative is exercised with the adoption of a cumulative voting procedure, the controlling shareholder will always have the right to elect the same number of members appointed by minority shareholders plus one, regardless of the
number of directors provided in the Companys bylaws.

Shareholders holding shares representing at least 10% of the
shares entitled to vote in the shareholders meeting, or such smaller percentage applicable according to a sliding scale determined by the CVM and based on the capital of the company (5% of the voting shares, in the case of Ambev), have the
right to request that a cumulative voting procedure be adopted. Under such procedure, each voting share shall have as many votes as there are positions of directors to be filled, and each shareholder may cast all the votes for a single candidate or
distribute them among various candidates.

Under Ambevs bylaws and applicable law, the number of directors may be
reduced to a minimum of three. Because the Ambev Shareholders Agreement provides that, as long as FAHZ maintains a minimum shareholding in Ambev, FAHZ shall have the right to appoint four members of the Board of Directors, any reduction in the
number of such members to fewer than four would be subject to FAHZs approval.

Liquidation

In the event of liquidation of the Company, a general shareholders meeting shall determine the form of liquidation and appoint a
committee to supervise the process during the liquidation period. A liquidator will be appointed by the Board of Directors.

Upon liquidation, the preferred shares have an absolute preference over the common shares. In the event of a liquidation, the assets
available for distribution to Ambevs shareholders would be distributed first to the preferred shareholders in an amount equal to their pro rata share of the Companys capital stock (equal to R$12,730,532,724.52 following a shareholder
resolution of April 29, 2013), prior to making any distributions to Ambevs common shareholders. In the event that the assets to be so distributed are insufficient to fully compensate Ambevs preferred shareholders, the preferred
shareholders would each receive a pro rata amount (based on their pro rata share of the Companys capital stock excluding the common shares in such calculation) of any available assets.



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Shareholders Meeting

A general meeting is convened by publishing, no later than 15 days prior to the scheduled meeting date and no fewer than three times, a
notice in the Diário Oficial do Estado de São Paulo and in a newspaper with general circulation in São Paulo, where Ambev has its registered office. In the General Shareholders Meeting held on April 28, 2008,
the shareholders of Ambev designated Valor Econômico, a newspaper with general circulation in São Paulo for this purpose. Such notice must contain the agenda for the meeting. CVM Regulation No. 481 of December 17, 2009,
also requires that additional information be disclosed in the call notice for certain matters. For example, in the event of an election of directors, the call notice shall also disclose the minimum percentage of equity participation required from a
shareholder to request the adoption of cumulative voting procedures. All documents pertaining to the matters to be discussed at the shareholders general meeting shall be made available to the shareholders either within at least one month prior
to the meeting or upon publication of the first call notice, as the case may be, except if the law or CVM regulations provide otherwise.

A general meeting may be held if shareholders representing at least one-quarter of the voting shares are present, except in some cases provided for by law, such as for the amendment of a companys
bylaws, which requires the presence of shareholders representing at least two-thirds of the voting shares. If no such quorum is present, eight-day prior notice must be given in the same manner as described above, and a meeting may then be convened
without any specific quorum requirement, subject to the minimum quorum and voting requirements for specific matters, as discussed below. Shareholders without voting rights may attend a general meeting and take part in the discussion of matters
submitted for consideration.

Except as otherwise provided by law, resolutions of a general meeting are passed by a simple
majority vote of the shares present or represented at the meeting, abstentions not being taken into account. Under Brazilian Corporation Law, the approval of shareholders representing at least a majority of the issued and outstanding voting shares
is required for the types of actions described below, as well as, in the case of items (a) and (b), the approval of shareholders representing a majority of the issued and outstanding preferred shares of the affected class in a separate special
meeting held no later than one year after the resolution is approved in the following circumstances (among others):

(a)        Creating preferred shares or increasing disproportionately an existing class of
preferred shares relative to the other classes of shares, unless such action is provided for or authorized by the bylaws;

(b)        Modifying a preference, privilege or condition of redemption or amortization conferred
on one or more classes of preferred shares, or creating a new class with greater privileges than those of the existing classes of preferred shares;

(c)        Reducing the mandatory dividend;

(d)        Merging Ambev with another company or consolidating or splitting it;

(e)        Changing the corporate purpose of Ambev; and

(f)        Dissolving Ambev or ceasing its liquidation status.

General meetings can be called by the Board of Directors of Ambev. Under the Brazilian Corporation Law, meetings can also be convened by Ambevs shareholders as follows: (1) by any shareholder
if, under certain circumstances set forth in the Brazilian Corporation Law, the directors take more than 60 days to convene a general shareholders meeting; (2) by shareholders holding at least 5% of Ambevs total capital stock if,
after a period of eight days, the directors fail to call a general shareholders meeting that has been justifiably requested by such shareholders; and (3) by shareholders holding at least 5% of either Ambevs voting capital stock or
Ambevs non-voting capital stock if, after a period of eight days, the directors fail to call a general meeting for the purpose of installing a Fiscal Council that has been requested by such shareholders. Additionally, under



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certain circumstances set forth in the Brazilian Corporation Law, meetings can also be convened by Ambevs Fiscal Council. For further information regarding Ambevs Fiscal Council, see
Item 6. Directors, Senior Management and EmployeesDirectorsBoard Practices.

A shareholder may be
represented at a general meeting by an attorney-in-fact appointed no more than one year before the meeting, who must be a shareholder, a company officer or a lawyer. For a publicly-held company such as Ambev, the attorney-in-fact may also be a
financial institution.

Shareholders may not exercise voting rights whenever they are contributing assets in a capital
increase paid in kind or with respect to the approval of their own accounts, as well as in those resolutions that may favor such shareholders specifically, or whenever there is a conflicting interest with the company. Mergers between affiliated
parties are subject to a special statutory valuation procedure intended to determine whether the exchange ratio is adequate for all the parties involved, without preventing the approval of the resolution for lack of the statutory quorum.

Restrictions on Foreign Investment

There are no restrictions on ownership or voting rights in respect of capital stock of Ambev owned by individuals or legal entities domiciled outside Brazil. For a description of voting rights, see
Voting Rights. The right to convert dividend (including interest on shareholders equity) payments and proceeds from the sale of preferred or common shares into foreign currency and to remit such amounts outside Brazil,
however, is subject to exchange control and foreign investment legislation. For a description of these exchange control restrictions and foreign investment legislation, see Item 3. Key InformationExchange Rate InformationExchange
Controls.

Withdrawal Rights

Under Brazilian Corporation Law, a dissenting shareholder has the right to withdraw from Ambev and be reimbursed for the value of the common or preferred shares held, whenever a decision is taken at a
shareholders meeting by a qualified quorum of shareholders representing at least 50% of the total outstanding voting capital to (among others):



| |  |  | Create preferred shares or increase disproportionately an existing class of preferred shares relative to the other classes of shares, unless such
action is provided for or authorized by Ambevs bylaws;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Codify a preference, privilege or condition of redemption or amortization conferred on one or more classes of preferred shares, or create a new class
with greater privileges than the existing classes of preferred shares;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reduce the mandatory dividend;
| | - |  | ------------------------------



| |  |  | Merge or consolidate Ambev with another company;
| | - |  | ------------------------------------------------



| |  |  | Change the corporate objectives of Ambev;
| | - |  | -----------------------------------------



| |  |  | Split Ambev, if the new entities resulting from the split have different principal corporate purposes, a lower minimum mandatory dividend or
participate in a centralized group of companies;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Transform Ambev into another corporate type;
| | - |  | --------------------------------------------



| |  |  | Transform Ambev into a wholly owned subsidiary of another company; or
| | - |  | ---------------------------------------------------------------------



| |  |  | Approve the acquisition of another company, the price of which exceeds the limits set forth in Brazilian Corporation Law.
| | - |  | -------------------------------------------------------------------------------------------------------------------------



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Furthermore, if a governmental entity acquires control of Ambev through expropriation of
shares, shareholders will have the right to withdraw from Ambev and be reimbursed for the value of the shareholders equity attributable to their equity interest.

The withdrawal rights lapse 30 days after publication of the minutes of the relevant shareholders meeting in the Brazilian press. Ambev would be entitled to reconsider any action triggering
withdrawal rights within 10 days following the expiration of such rights if the redemption of shares of dissenting shareholders would jeopardize the financial stability of Ambev. Shares to be purchased by Ambev from the dissenting shareholders
exercising withdrawal rights will be valued at an amount equal to the ratable portion attributable to such shares of the shareholders equity of Ambev as shown on the last balance sheet approved at a general meeting of the shareholders (book
value). However, if more than 60 days have elapsed since the date of such balance sheet, dissenting shareholders may require that the value of their shares be calculated on the basis of a new balance sheet. As a general rule, shareholders who
acquire their shares after the first notice convening the shareholders meeting or after the relevant press release concerning the meeting are published will not be entitled to withdrawal rights.

Preemptive Rights

Each shareholder of Ambev generally has a preemptive right to subscribe for shares in capital increases (including in the issuance of
stock purchase warrants or convertible bonds) in proportion to its shareholdings. A minimum period of 30 days following the publication of notice of the capital increase is allowed for the exercise of the right, and the right is negotiable. In the
event of a capital increase which would maintain or increase the proportion of capital represented by preferred or common shares, holders of preferred ADSs or common ADSs, as the case may be, would have preemptive rights to subscribe only to newly
issued preferred shares or common shares, as applicable and only to the extent a registration statement is filed by the Company with the SEC. In the event of a capital increase which would reduce the proportion of capital represented by preferred
shares or common shares, holders of preferred ADSs or common ADSs, as the case may be, would have preemptive rights to subscribe for common shares or preferred shares, as applicable, in proportion to their shareholdings only to the extent necessary
to prevent dilution of their interest in Ambev. Ambevs bylaws provide that if our Board of Directors decides to increase our share capital within the limit of our authorized capital through sale in stock exchanges, public offerings or public
tender offers, no preemptive rights apply. In addition, Brazilian law provides that the grant or the exercise of stock options pursuant to certain stock option plans, such as our stock ownership plan, is not subject to preemptive rights.

Form and Transfer

Brazilian law provides that ownership of shares of capital stock of a Brazilian corporation shall generally be evidenced only by a record
of ownership maintained by either the corporation or an accredited intermediary, such as a bank, acting as a registrar for the shares. Banco Bradesco S.A. currently maintains Ambevs share ownership records.

Because the preferred shares and common shares are in registered book-entry form, a transfer of such preferred and common shares is made
under the rules of the Brazilian Corporation Law, which provides that a transfer of shares is effected by an entry made by the registrar for Ambevs shares in its books, by debiting the share account of the transferor and crediting the share
account of the transferee.

Transfers of preferred and common shares by a foreign investor are made in the same way and
executed by such investors local agent on the investors behalf except that, if the original investment was registered with the Central Bank pursuant to the foreign investment regulations, the foreign investor should also seek amendment,
if necessary, through its local agent, of the corresponding electronic registration to reflect the new ownership.



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The BM&FBOVESPA operates a central clearing system. A holder of our shares may choose,
at its discretion, to participate in this system, and all shares elected to be put into the system will be deposited in custody with the stock exchange (through a Brazilian institution that is duly authorized to operate by the Central Bank and
maintains a clearing account with the stock exchange). The fact that these shares are subject to custody with the stock exchange will be reflected in our registry of shareholders. Each participating shareholder will, in turn, be registered in our
register of beneficial shareholders maintained by the stock exchange and will be treated in the same way as registered shareholders.

Disclosure of Principal Shareholders

Under Brazilian law, shareholders owning more than 5% of a companys voting shares, such as the holders of Ambevs common shares, must publicly disclose their shareholder ownership, as well as
disclose any 5% increase or decrease.

Other Significant Provisions of Brazilian Corporation Law

Brazilian Corporation Law also requires the following:



| |  |  | Upon a sale of control, the acquirer is required to launch a tender offer to purchase all minority voting shares at a price equal to at least 80% of
the price per share paid for the controlling stake;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If provided for in the bylaws, disputes among our shareholders will be subject to arbitration. Our bylaws currently do not provide for arbitration;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Delisting of a public company is subject to an administrative proceeding before the CVM, having as a condition the conduction of a tender offer by the
controlling shareholder or the corporation itself for the acquisition of all outstanding shares (defined as those owned by shareholders other than the controlling shareholder, officers and directors) at a fair price, as determined by an independent
appraiser. Shareholders holding more than two-thirds of the free float of shares must accept the tender offer or must expressly agree with the delisting (for this purpose, the free float of shares must be considered those held by shareholders that
have either accepted the delisting or the offer);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In addition, if a controlling shareholder or group of controlling shareholders acquires additional shares in excess of one-third of the free float of
shares in any class, a mandatory tender offer is required for all the outstanding shares in that class. The same requirement applies whenever (1) a shareholder or group of shareholders representing the same interest, and holding more than 50%
of the shares in any class from March 7, 2002 (when CVMs Normative Ruling No. 361 became effective, except for public companies existing in September 5, 2000, in which case this initial date will prevail), acquires a further
interest of 10% or more of that same class of shares within a 12-month period; and (2) the CVM determines, within six months after being informed, that the acquisition restricts the liquidity of the shares;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Upon the occurrence of a tender offer aiming at delisting the Company or through which our controlling shareholders acquire more than one-third of the
free float shares, the purchase price shall be equal to the fair value of the shares considering the total number of outstanding shares;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Members of our Board of Directors elected by the non-controlling shareholders have the right to veto the choice of the independent accountant by the
Board. All of Ambevs directors have been appointed by the controlling shareholders;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Our controlling shareholders, the shareholders that elect members to our Board of Directors and to the Fiscal Council, the members of our Board of
Directors and Fiscal Council and our executive officers are required to disclose any purchase or sale of our shares to the CVM and to the BM&FBOVESPA; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The chairman of any shareholders or Board of Directors meeting shall disregard any vote that is rendered against provisions of any
shareholders agreement if that shareholders agreement has been duly filed with us. The Ambev Shareholders Agreement has been duly filed with us.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|C. | Material Contracts
|-- | ------------------

In
addition to the contracts described in other sections of this annual report, the following is a summary of the material contracts to which we are a party.

Shareholders Agreement

The agreement originally between the
shareholders of Brahma and Antarctica to form Ambev, including the amendments inserted in connection with the transaction between, among others, Ambev and InBev N.V./S.A. (as it was then denominated), and the other amendments is discussed in
Item 7. Major Shareholders and Related Party TransactionsMajor ShareholdersAmbev Shareholders Agreement.

Acquisitions, Dispositions and Joint Ventures

We have discussed the details of some material acquisitions and agreements related thereto in Information on the CompanyThe InBev-Ambev Transactions and Information on the
CompanyAcquisition of Quinsa and Argentinean Antitrust Approval. In addition, we are a party to the following material acquisitions, dispositions and joint ventures:

Pepsi

We have had a franchise relationship with Pepsi since 1997, which
over time has evolved to include exclusivity of production, sale and distribution of Pepsi products in Brazil and currently encompasses Pepsi, Gatorade, and H2OH! among others.

Our PepsiCo franchise agreement expires in 2017, and, thereafter, will be automatically renewed for additional ten-year terms absent two
years prior notice by either party of its intent not to renew the contract following the expiration of the initial or any subsequent term.

Debt Issuances

On July 24, 2007, our 100% owned finance
subsidiary, Ambev International issued R$300 million in bonds with a fixed interest of 9.500% per annum and a maturity date of July 24, 2017, to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the
United States to nonU.S. persons in reliance on Regulation S, fully guaranteed by Ambev. The bonds are denominated in reais, but both principal and interest are paid in U.S. dollars at the prevailing exchange rate at the applicable
payment date. Interest is paid semiannually in arrears, starting January 24, 2008. The net proceeds of the offering were used for the repayment of short-term debt and for general corporate purposes by Ambev and its subsidiaries. In February
2009, we completed a SEC-registered exchange offer for these notes.

License Agreements

We have a number of important license agreements, including a cross-license agreement with ABI that allows us to exclusively produce,
distribute and market the Stella Artois and Becks brands in most of Latin



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America, and allows ABI to exclusively produce, distribute and market the Brahma brand in Europe, Asia, Africa, Cuba and the United States, in addition to license agreements among us and
ABI and according to which we may distribute Stella Artois branded beer in Canada and Argentina. Furthermore, we have a license agreement with Anheuser-Busch Inc. which allows us to exclusively produce, distribute and market Budweiser
in Brazil. Additionally, Ambevs subsidiary in Canada, Labatt, and ABI have an arrangement through which Labatt distributes Budweiser branded beers in Canada, and Latin America Souths subsidiary in Paraguay, Cervecería Paraguay
(Cervepar) signed in April 2009 a distribution agreement with ABI to distribute Budweiser in Paraguay. See Item 4. Information on the CompanyLicenses. See also, for the Ambev-ABI cross-license agreement, Item 7. Major
Shareholders and Related Party TransactionsMaterial Related Party Transactions, and for the exclusive bottling agreements with PepsiCo, Material ContractsAcquisitions, Dispositions and Joint VenturesPepsi.

Tax Benefits

Many States in Brazil offer tax benefits programs to attract investments to their regions. We participate in ICMS value-added tax credit programs offered by various Brazilian states which provide
(1) tax credits to offset ICMS value-added taxes payable and (2) ICMS deferrals. In return, we are required to meet certain operational requirements including, depending on the State, production volume and employment targets, among others.
All of these conditions are included in specific agreements between Ambev and the State governments. In the event that we do not meet the programs targets, future benefits may be withdrawn. Also, the State of São Paulo has challenged,
in the Brazilian Supreme Court, State laws upon which certain of the above benefits have been granted, on the basis that they constitute tax benefits created without certain approvals required under Brazilian tax laws and regulations, which would
render such State laws unconstitutional. There is also a controversy regarding whether these benefits are constitutional when granted without the approval of every State of the country. Although the Brazilian Supreme Court has already declared part
of Pará States benefit law unconstitutional, almost every State has specific legislation on this topic and even the State of Pará may still grant benefits which were not included in this decision. Accordingly, as far as the tax
benefits are granted based on the state legislation, most companies apply for and use those benefits when granted. See Item 5. Operating and Financial Review and ProspectsSales tax deferrals and other tax credits and Item 3.
Key InformationRisk FactorsThe pending tax reform in Brazil may increase our tax burden.



|D. | Exchange Controls and other Limitations Affecting Security Holders
|-- | ------------------------------------------------------------------

See Item 3 - Key Information - Exchange controls.



|E. | Taxation
|-- | --------

The following
discussion summarizes the principal Brazilian and U.S. federal income tax consequences of acquiring, holding and disposing of notes, preferred shares, preferred ADSs, common shares or common ADSs. This discussion is not a comprehensive discussion of
all the tax considerations that may be relevant to a decision to purchase, hold or dispose notes, preferred shares, preferred ADSs, common shares or common ADSs and is not applicable to all categories of investors, some of which may be subject to
special rules. Each prospective purchaser is urged to consult its own tax advisor about the particular Brazilian and U.S. tax consequences to it of an investment in notes, preferred shares, preferred ADSs, common shares or common ADSs.

The summary is based upon tax laws of Brazil and the U.S. and the regulations thereunder, as in effect on the date hereof, which are
subject to change (possibly with retroactive effect). Although there is at present no income tax treaty between Brazil and the U.S., the tax authorities of the two countries have had discussions that may culminate in a treaty. No assurance can be
given, however, as to whether or when a treaty will enter into force or of how it will affect the U.S. Holders of any of the notes, preferred shares, preferred ADSs, common shares or common ADSs. This summary is also based on representations of the
depositary and on the assumption that each obligation in the Deposit Agreement relating to the preferred ADSs and common ADSs, as applicable, and the related documents will be performed in accordance with its terms.



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Brazilian Tax Considerations

The following discussion summarizes the material Brazilian tax consequences of the acquisition, ownership and disposition of preferred
shares, preferred ADSs, common shares or common ADSs by a holder that is not deemed to be domiciled in Brazil for purposes of Brazilian taxation and, in the case of a holder of preferred or common shares, which has registered its investment in such
securities with the Central Bank as a U.S. dollar investment (in each case, a Non-Brazilian Holder).

The
discussion does not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to purchase preferred shares, preferred ADSs, common shares or common ADSs. It is based on Brazilian law as currently in
effect. Any change in such law may change the consequences described below. The following discussion does not specifically address all of the Brazilian tax considerations applicable to any particular Non-Brazilian Holder, and each Non-Brazilian
Holder should consult his or her own tax advisor concerning the Brazilian tax consequences of an investment in preferred shares, preferred ADSs, common shares or common ADSs.

Income Tax

Taxation of Dividends

Dividends paid by Ambev to The Bank of New York Mellon in respect of the preferred or common shares underlying the respective ADSs, or to
a Non-Brazilian Holder with respect to preferred or common shares, generally will not be subject to Brazilian withholding income tax.

Taxation of Gains

Gains realized outside Brazil by a Non-Brazilian Holder
on the disposition of assets located in Brazil, including preferred or common shares, to a Brazilian resident or to a non-resident in Brazil, are subject to Brazilian withholding income tax. In this case, gains would be subject to a 15% withholding
tax rate, except if the Non-Brazilian Holder is located in a tax-haven jurisdiction, as defined by Brazilian law in different situations, in which case the applicable rate would be 25%.

The statutory definition of a tax-haven jurisdiction for the purpose of income taxation on gains should differ depending on whether or
not the investment in our preferred shares, preferred ADSs, common shares, or common ADSs is registered under Resolution No. 2,689 or under Law No. 4,131. In the case of gains arising from an investment registered under Resolution
No. 2,689, a country or location should be defined as a tax-haven jurisdiction when such country or location (a) does not tax income, or (b) taxes income at a rate lower than 20%. In turn, in the case of gains arising from an
investment under Law No. 4,131, in addition to criteria (a) and (b) above for the definition of a tax-haven jurisdiction, a country or location should also be considered a tax-haven jurisdiction if (c) the laws of such country or
location do not allow access to information related to shareholding composition, to the ownership of investments, or to the identification of the beneficial owner of earnings that are attributed to non-residents.



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The Brazilian tax authorities regularly issue a list of jurisdictions which are considered
tax-haven jurisdictions, the black-list.1Notwithstanding this, Brazilian legislation pertaining to the definition of a tax-haven jurisdiction in different situations was recently modified by Law No. 11,727, and, following this legal modification an updated black-list of
tax-haven jurisdictions has been issued in June 4, 2010, in accordance with Normative Ruling 1,037/10 issued by the Brazilian Revenue Service.

We understand that ADSs are not assets located in Brazil for the purposes of the above-mentioned taxation on gains. However, we are unable to predict how Brazilian courts would view this issue, and to
date, we are not aware of any judicial or administrative precedent on this specific matter. The withdrawal of preferred or common ADSs in exchange for preferred or common shares is not subject to Brazilian income tax. The deposit of Ambevs
preferred or common shares in connection with the issuance of preferred or common ADSs is not subject to Brazilian tax, provided that the preferred or common shares are registered under the Resolution No. 2,689 and the investor is not located
in a tax-haven jurisdiction, considering the definition described above, that should apply to this situation. There is a special taxation system applicable to Non-Brazilian Holders (provided investments are duly registered under the Resolution
No. 2,689 and with the CVM and other conditions are fulfilled). Upon receipt of the underlying preferred or common shares, a Non-Brazilian Holder who qualifies under the Resolution 2,689 will be entitled to register the U.S. dollar value of
such shares with the Central Bank as described below.

Non-Brazilian Holders are generally subject to withholding tax at a
rate of 15% on gains realized on sales or exchanges in Brazil of preferred or common shares that occur on a Brazilian stock exchange, unless (a) such a sale is made within five business days of the withdrawal of such preferred or common shares
in exchange for ADSs and the proceeds of such sale are remitted abroad within such five-day period and the investor is not located in a tax-haven jurisdiction (as defined above for investments registered under Resolution No. 2,689), or
(b) such a sale is made under the Resolution No. 2,689 by Non-Brazilian Holders which register with the CVM and are not located in a tax-haven jurisdiction (as defined above for this type of investment), in which cases such gains are
exempt. If the Non-Brazilian Holder is located in a tax-haven jurisdiction (considering the definition for each type of investment), this Non-Brazilian Holder will be subject to the same general taxation rules applicable to Brazilian residents. The
gain realized as a result of a transaction on a Brazilian stock exchange is the difference between the amount in Brazilian currency realized on the sale or exchange of the shares and their acquisition cost, without any correction for
inflation.

The gain realized as a result of a transaction with shares which are registered under a Law
No. 4,131 certificate of registration of investment will be calculated based on the foreign currency amount registered with the Central Bank and will accordingly be subject to tax at a rate of 15% (or 25% if domiciled in a tax-haven
jurisdiction, as defined for investments under Law No. 4,131, described above). There can be no assurance that



|1 | The countries currently included in this list, according to Normative Ruling of the Brazilian Federal Revenue Service No. 1,037/10, are: American Samoa, Andorra,
Anguilla, Antigua and Barbuda, Aruba, Ascension Island, Bahamas, Bahrain, Barbados, Belize, Bermuda, Brunei, British Virgin Islands, Campione DItalia, Cayman Islands, Channel Islands (Jersey, Guernsey, Alderney and Sark), Cook Islands, Costa
Rica, Cyprus, Djibouti, Dominica, Gibraltar, Grenada, Hong Kong, Kiribati, Isle of Man, Lebanon, Lebuan, Liberia, Liechtenstein, Macau, Madeira Islands, Maldives, Malta, Marshall Islands, Mauritius, Monaco, Montserrat, Nauru, Netherland Antilles,
Niue, Norfolk Island, Oman, Panama, Pitcairn Island, French Polynesia, Qeshm Island, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and The Grenadines, Saint Helena Islands, São Pedro e Miguelão Islands, San Marino, Seychelles,
Singapore, Solomon Islands, Suaziland, Switzerland, Tristão da Cunha, Tonga, Turks and Caicos Islands, United Arab Emirates, U.S. Virgin Islands, Vanuatu and Western Samoa. In addition, the United States LLCs, held by non-residents and not
subject to federal income tax in the U.S. and holding companies domiciled in Luxemburg, Denmark and Netherlands shall be treated as tax privileged domiciled entities, as well as: (i) Financial Investment Companies of Uruguay (Sociedades
Financeiras de Inversão, (ii) International Trading Company (ITC) domiciled in Iceland, (iii) the offshore KFT companies domiciled in Hungary, (iv) Entidad de Tenencia de Valores Extranjeros (ETVEs) of Spain, (v) the
International Trading Companies (ITC) and International Holding Companies (IHC) domiciled in Malta. The effects of the inclusion of Switzerland in the list were suspended by Declaratory Act of the Brazilian Federal Revenue Service No 11/2010, due to
a review request presented by that Government to the Brazilian authorities.
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the current preferential treatment for holders of ADSs and Non-Brazilian Holders of preferred and common shares under the Resolution 2,689 will continue in the future or that it will not be
changed in the future. Reductions in the tax rate provided for by Brazils tax treaties (except for the tax treaty signed between Japan and Brazil) do not apply to tax on gains realized on sales or exchanges of preferred or common shares.

Any exercise of preemptive rights relating to the preferred or common shares or preferred or common ADSs of Ambev will not be
subject to Brazilian taxation. Gains on the sale of preemptive rights relating to the common shares will be treated differently for Brazilian tax purposes depending on (1) whether the sale is made by The Bank of New York Mellon or the investor
and (2) whether the transaction takes place on a Brazilian stock exchange. Gains on sales made by the depositary on a Brazilian stock exchange are not taxed in Brazil, but gains on other sales may be subject to tax at rates of up to 25%, if the
ADSs were to be considered assets located in Brazil by the tax authorities.

Distributions of Interest on
Shareholders Equity

In accordance with Law No. 9,249, dated December 26, 1995, Brazilian corporations may
make payments to shareholders characterized as distributions of interest on a companys shareholders equity. Such interest is limited to the shareholders equity multiplied by the TJLP, as determined by the Central Bank from time to
time.

Distributions of interest on shareholders equity in respect of the preferred or common shares paid to
shareholders who are either Brazilian residents or non-Brazilian residents, including holders of ADSs, are subject to Brazilian withholding tax at the rate of 15% or 25% if the payee is domiciled in a tax-haven jurisdiction. In this case, of
interest on shareholders equity, a payees country or location should be deemed a tax-haven jurisdiction when (a) such country or location does not tax income, (b) such country or location taxes income at a rate lower than 20%,
or (c) the laws of such country or location do not allow access to information related to shareholding composition, to the ownership of investments, or to the identification of the beneficial owner of earnings that are attributed to
non-residents.

The amounts paid as distribution of interest on shareholders equity are deductible from the taxable
basis of the corporate income tax and social contribution on net profits, both of which are taxes levied on Ambevs profits, as long as the payment of a distribution of interest is approved in a general meeting of shareholders of Ambev. The
amount of such deduction cannot exceed the greater of:



| |  |  | 50% of net income (after social contribution on net profits, and before taking such distribution and any deductions for corporate income tax into
account) for the period in respect of which the payment is made; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 50% of the sum of retained earnings and profit reserves as of the initial date of the period in respect of which the payment is made.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

The distribution of interest on shareholders equity may be determined by the Board of Directors of
Ambev. No assurance can be given that the Board of Directors of Ambev will not determine that future distributions of profits may be made by means of interest on shareholders equity instead of by means of dividends.

Other Relevant Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of preferred or common shares or preferred or common ADSs by a Non-Brazilian Holder except
for gift and inheritance taxes which may be levied by some states of Brazil. There currently are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of preferred or common shares or preferred or common ADSs.



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Brazilian law imposes a Tax on Foreign Exchange Transactions, or IOF/Exchange,
on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. As from December 17, 2007, the general IOF/Exchange rate applicable to almost all foreign currency exchange transactions was
increased from zero to 0.38%, although other rates may apply in particular operations, such as:

(1)         inflow related to transactions carried out in the Brazilian financial and capital
markets, including investments in our common shares or preferred shares by investors which register their investment under Resolution No. 2,689, 2%;

(2)         outflow related to the return of the investment mentioned under item (1) above, zero; and

(3)         outflow related to the payment of dividends and interest on shareholders equity
in connection with the investment mentioned under item (1) above, zero.

Notwithstanding these rates of the IOF/Exchange,
in force as of the date hereof, the Minister of Finance is legally entitled to increase the rate of the IOF/Exchange to a maximum of 25% of the amount of the currency exchange transaction, but only on a prospective basis.

Tax on Transactions Involving Bonds and Securities, or IOF/Bonds may be levied on transactions involving common or preferred
shares, even if the transactions are effected on Brazilian stock, futures or commodities exchanges. IOF/Bonds may also be levied on transactions involving common or preferred ADSs if they are considered assets located in Brazil by the tax
authorities. As mentioned in the above discussion on taxation of gains, we are unable to predict how Brazilian courts would view this issue, and to date, we are not aware of any judicial or administrative precedent on this specific matter.
The IOF/Bonds levies at a rate of 1.5% on the transfer (cessão) of shares traded in a Brazilian stock exchange environment with the specific purpose of enabling the issuance of depositary receipts to be traded outside Brazil. This rate
of 1.5% is applied to the product of (a) the number of shares which are transferred, multiplied by (b) the closing price for such shares on the date prior to the date of the transfer. If no closing price is available on that date, the last
available closing price will be adopted. The rate of this tax with respect to other transactions related to common or preferred shares and common or preferred ADSs (if applicable) is currently zero. The Minister of Finance, however, has the legal
power to increase the rate to a maximum of 1.5% of the amount of the taxed transaction per each day of the investors holding period, but only on a prospective basis.

Registered Capital

The amount of an investment in preferred or common
shares held by a Non-Brazilian Holder who qualifies under the Resolution 2,689 and obtains registration with the CVM, or by The Bank of New York Mellon, as the depositary representing such holder, is eligible for registration with the Central Bank.
Such registration allows the remittance outside of Brazil of any proceeds of distributions on the shares, and amounts realized with respect to disposition of such shares. The amounts received in Brazilian currency are converted into foreign currency
through the use of the market rate. The registered capital for preferred shares purchased in the form of a preferred ADS or common shares purchased in the form of a common ADS or purchased in Brazil, and deposited with The Bank of New York Mellon in
exchange for a preferred or common ADS, will be equal to their purchase price (in U.S. dollars) to the purchaser. The registered capital for preferred or common shares that are withdrawn upon surrender of preferred or common ADSs, as applicable,
will be the U.S. dollar equivalent of the average price of the preferred or common shares, as applicable, on the Brazilian stock exchange on which the greatest number of such preferred or common shares, as applicable, was sold on the day of
withdrawal. If no preferred or common shares, as applicable, were sold on such day, the registered capital will refer to the average price on the Brazilian stock exchange on which the greatest number of preferred or common shares, as applicable, was
sold in the 15 trading sessions immediately preceding such withdrawal. The U.S. dollar value of the preferred or common shares, as applicable, is determined on the basis of the average market rate quoted by



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the Central Bank on such date or, if the average price of preferred or common shares is determined under the last preceding sentence, the average of such average quoted rates on the same 15 dates
used to determine the average price of the preferred or common shares.

A Non-Brazilian Holder of preferred or common shares
may experience delays in effecting such action which may delay remittances abroad. Such a delay may adversely affect the amount, in U.S. dollars, received by the Non-Brazilian Holder.

Material United States Federal Income Tax Considerations

The
following summary describes the material U.S. federal income tax consequences of holding preferred shares, preferred ADSs, common shares or common ADSs. This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, its
legislative history, existing final, temporary and proposed U.S. Treasury Regulations, rulings and judicial decisions, all as currently in effect and all of which are subject to prospective and retroactive rulings and changes.

This summary does not purport to address all U.S. federal income tax consequences that may be relevant to a particular holder and you are
urged to consult your own tax advisor regarding your specific tax situation. The summary applies only to holders who hold preferred shares, preferred ADSs, common shares or common ADSs as capital assets (generally, property held for
investment) under the Code. This summary does not address the tax consequences that may be relevant to holders in special tax situations including, for example:



| |  |  | Insurance companies;
| | - |  | --------------------



| |  |  | Tax-exempt organizations;
| | - |  | -------------------------



| |  |  | Dealers in securities or currencies;
| | - |  | ------------------------------------



| |  |  | Traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Banks, mutual funds or other financial institutions;
| | - |  | ----------------------------------------------------



| |  |  | Partnerships or other entities treated as partnerships for U.S. federal income tax purposes;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | U.S. Holders (as defined below) whose functional currency for tax purposes is not the United States dollar;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | United States expatriates;
| | - |  | --------------------------



| |  |  | An S corporation or small business investment company;
| | - |  | ------------------------------------------------------



| |  |  | Real estate investment trusts;
| | - |  | ------------------------------



| |  |  | Investors in a pass-through entity;
| | - |  | -----------------------------------



| |  |  | Holders of preferred shares, preferred ADSs, common shares or common ADSs as part of a hedge, straddle, conversion or other integrated transaction, for
tax purposes;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Holders who own, directly, indirectly or constructively, 10% or more of the total combined voting power of our stock (including by way of owning
preferred shares, preferred ADSs, common shares or common ADSs); or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Holders who acquired their preferred shares, preferred ADSs, common shares or common ADSs as compensation.
| | - |  | ----------------------------------------------------------------------------------------------------------



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This summary assumes that we are not a passive foreign investment company, or PFIC, for U.S.
federal income tax purposes. For further information, see the discussion under Taxation of U.S. HoldersPassive Foreign Investment Company Rules below.

Further, this summary does not address the alternative minimum tax consequences of holding preferred shares, preferred ADSs, common shares or common ADSs or the indirect consequences to holders of equity
interests in entities that own our preferred shares, preferred ADSs, common shares or common ADSs. In addition, this summary does not address the state, local, foreign or other tax consequences, if any, of holding our preferred shares, preferred
ADSs, common shares or common ADSs.

You should consult your own tax advisor regarding the U.S. federal, state, local and
foreign and other tax consequences of acquiring, owning and disposing of preferred shares, preferred ADSs, common shares or common ADSs in your particular circumstances.

Taxation of U.S. Holders

For purposes of this summary, you are a
U.S. Holder if you are a beneficial owner of preferred shares, preferred ADSs, common shares or common ADSs and you are for U.S. federal income tax purposes:



| |  |  | A citizen or resident of the United States;
| | - |  | -------------------------------------------



| |  |  | A corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof or the
District of Columbia;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An estate the income of which is subject to U.S. federal income tax regardless of its source; or
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | A trust if (1) a court within the United States is able to exercise primary supervision over its administration and one or more United States
persons have the authority to control all substantial decisions of the trust or (2) the trust has in effect a valid election to be subject to tax as a U.S. person.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds or disposes of
preferred shares, preferred ADSs, common shares or common ADSs, the tax treatment of a partner in that partnership will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding or
disposing of preferred shares, preferred ADSs, common shares or common ADSs should consult its own tax advisor regarding the U.S. federal income tax consequences to them of holding or disposing of preferred shares, preferred ADSs, common shares or
common ADSs.

A Non-U.S. Holder is a beneficial owner of preferred shares, preferred ADSs, common shares or common
ADSs who or which is not a U.S. Holder and that is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

For U.S. Federal income tax purposes, a U.S. Holder of an ADS will generally be treated as the beneficial owner of the preferred shares or common shares represented by the applicable ADS. Accordingly, the
conversion of ADSs to shares or the conversion of shares to ADSs will generally not be taxable transactions for U.S. federal income tax purposes.

Distributions on Preferred Shares, Preferred ADSs, Common Shares or Common ADSs

The gross amount of distributions paid by us to a U.S. Holder (including amounts withheld to pay Brazilian withholding taxes) with respect to preferred shares, preferred ADSs, common shares or common ADSs
(including distributions of interest on shareholders equity) generally will be taxable to such U.S. Holder as



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ordinary dividend income or qualified dividend income (as further described below) to the extent that such distribution is paid, actually or constructively, out of our current or accumulated
earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of our current or accumulated earnings and profits will be treated first as a non-taxable return of capital reducing (on a dollar-for-dollar basis)
such U.S. Holders tax basis in the preferred shares, preferred ADSs, common shares or common ADSs, as applicable. Any distribution in excess of such tax basis will be treated as capital gain and will be either long-term or short-term capital
gain depending upon whether the U.S. Holder held the preferred shares, preferred ADSs, common shares or common ADSs, as applicable, for more than one year.

Dividends received by a U.S. Holder will generally be taxed at ordinary income tax rates. However, a non-corporate U.S. Holder will generally be taxed at the lower capital gains rate applicable to
qualified dividend income, provided that (1) the applicable shares or ADSs are readily tradable on an established securities market in the United States, (2) the corporation is not a PFIC (as discussed below) for either the
taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period and other requirements are satisfied. For purposes of clause (1) above, based upon United States Internal Revenue Service Notice
2003-71, the preferred ADSs and common ADSs will be treated as readily tradable on an established securities market in the United States. Consequently, dividends paid with respect to ADSs should constitute qualified dividend income
provided that the other requirements set forth above are satisfied. The preferred shares and common shares, however, may not be treated as readily tradable on an established securities market in the United States. U.S. Holders are urged to consult
their tax advisors regarding the availability of the lower rate for any dividends paid with respect to such shares.

A U.S.
Holder generally may be entitled, subject to a number of complex rules and limitations, to claim a United States foreign tax credit in respect of any Brazilian withholding taxes imposed on distributions received on preferred shares, preferred ADSs,
common shares or common ADSs. U.S. Holders who do not elect to claim a foreign tax credit may instead be entitled to claim a deduction in respect of such withholdings. Dividends received with respect to the preferred shares, preferred ADSs, common
shares or common ADSs will generally be treated as foreign source income and generally will constitute passive income for U.S. foreign tax credit limitation purposes. We urge all holders to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.

Dividends paid by us generally will not be
eligible for the dividends received deduction generally available to certain U.S. corporate shareholders.

For U.S. federal
income tax purposes, the amount of any cash distribution paid in Brazilian currency will equal the U.S. dollar value of the distribution, calculated by reference to the exchange rate in effect at the time the distribution is received by the
depositary (in the case of ADSs) or by the U.S. Holder (in the case of preferred shares or common shares held directly by such U.S. Holder), regardless of whether the payment is in fact converted to U.S. dollars at that time. A U.S. Holder should
not recognize any foreign currency gain or loss if such Brazilian currency is converted into U.S. dollars on the date received. If the Brazilian currency is not converted into U.S. dollars on the date of receipt, however, gain or loss may be
recognized upon a subsequent sale or other disposition of the Brazilian currency. Such foreign currency gain or loss, if any, generally will be U.S. source ordinary income or loss.

Section 305 of the Code provides special rules for the tax treatment of preferred stock. According to the U.S. Treasury Regulations
under that section, the term preferred stock generally refers to stock which enjoys certain limited rights and privileges (generally associated with specified dividend and liquidation priorities) but does not participate in corporate growth to any
significant extent. While our preferred shares have some preferences over our common shares, the preferred shares are not fixed as to dividend payments or liquidation value; thus, although the matter is not entirely clear, we believe and have taken
and intend to continue to take the position, that the preferred shares should be treated as common stock within the meaning of Section 305 of the Code. If the preferred shares are treated as common stock for purposes of
Section 305 of the Code, distributions to U.S. Holders of additional shares of such common stock or preemptive rights relating to such



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common stock with respect to their preferred shares or preferred ADSs that are made as part of a pro rata distribution to all shareholders in most instances will not be subject to
U.S. federal income tax. Alternatively, if the preferred shares are treated as preferred stock within the meaning of Section 305 of the Code and a U.S. Holder receives a distribution of additional shares or preemptive rights as
described in the preceding sentence, such distributions (including amounts withheld in respect of any Brazilian taxes) will be treated as dividends that can be included in the U.S. Holders gross income to the same extent and in the same manner
as distributions payable in cash. In that event, the amount of such distribution (and the basis of the new shares or preemptive rights so received) will equal the fair market value of the shares or preemptive rights on the date of distribution.

Sale, Exchange or Other Taxable Disposition of Preferred Shares, Preferred ADSs, Common Shares or Common ADSs

A U.S. Holder will generally recognize capital gain or loss upon the sale, exchange or other taxable disposition of
preferred shares, preferred ADSs, common shares or common ADSs, as applicable, measured by the difference between the U.S. dollar value of the amount received and the U.S. Holders tax basis (determined in U.S. dollars) in the preferred shares,
preferred ADSs, common shares or common ADSs, as applicable. If a Brazilian tax is withheld on the sale or disposition of a share, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale or disposition before
deduction of the Brazilian tax. Any gain or loss will be long-term capital gain or loss if the preferred shares, preferred ADSs, common shares or common ADSs have been held for more than one year. Long-term capital gains recognized by individuals
are currently subject to reduced rates of taxation. Your ability to deduct capital losses is subject to limitations. Capital gain or loss, if any, realized by a U.S. Holder on the sale, exchange or other taxable disposition of a common share, common
ADS, preferred share or preferred ADS, as applicable, generally will be treated as U.S.-source income or loss for U.S. foreign tax credit purposes. Consequently, in the case of a disposition of a common share or preferred share that is subject to
Brazilian tax imposed on the gain (or, in the case of a deposit, in exchange for a common ADS or preferred ADS of a common share or preferred share, as the case may be, that is not registered pursuant to Resolution No. 2,689/00, on which a
Brazilian capital gains tax is imposed (see Brazilian Tax ConsiderationsTaxation of Gains)), the U.S. Holder may not be able to benefit from the foreign tax credit for that Brazilian tax unless it can apply (subject to
applicable limitations) the credit against U.S. tax payable on other income from foreign sources in the appropriate income category, or, alternatively, it may be entitled to take a deduction for the Brazilian tax if such U.S. Holder elects to deduct
all of its foreign income taxes. Any Brazilian tax paid by a U.S. Holder that is not eligible for a credit or deduction will be treated as a reduction in the amount of cash received by the U.S. Holder on the sale, exchange or other taxable
disposition of preferred shares, preferred ADSs, common shares or common ADSs and will generally reduce the amount of gain (if any) recognized by the U.S. Holder.

Passive Foreign Investment Company (PFIC) Rules

Based upon the nature of
our current and projected income, assets and activities, we do not believe that we are, and we do not expect the preferred shares, preferred ADSs, common shares or common ADSs to be considered shares of, a PFIC for U.S. federal income tax purposes.
However, we cannot assure you that we will not be considered a PFIC in the current or future years. The determination as to whether or not we are a PFIC is a factual determination and cannot be made until the close of the applicable tax year. If we
were currently or were to become a PFIC, U.S. Holders would be subject to special rules and a variety of potentially adverse tax consequences under the Code.

In general, a foreign corporation is a PFIC if, for any taxable year in which the U.S. Holder holds stock in the foreign corporation, at least 75% of such corporations gross income is passive income
or at least 50% of the value of such corporations assets (determined on the basis of a quarterly average) produce passive income or are held for the production of passive income. The determination of whether the preferred shares, preferred
ADSs, common shares or common ADSs constitute shares of a PFIC is a factual determination made annually



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and thus may be subject to change. Subject to certain exceptions, once a U.S. Holders preferred shares or common shares, as applicable, are treated as shares in a PFIC, they remain shares
in a PFIC. In addition, dividends received by a U.S. Holder from a PFIC will not constitute qualified dividend income.

If we
are treated as a PFIC, contrary to the discussion above, a U.S. Holder would be subject to special rules with respect to (a) any gain realized on the sale or other disposition of common shares, common ADSs, preferred shares or preferred ADSs
and (b) any excess distribution by us to the U.S. Holder (generally, the part of the distribution during a taxable year that exceeds 125% of the average annual taxable distribution the U.S. Holder received on the common shares,
common ADSs, preferred shares or preferred ADSs during the preceding three taxable years or, if shorter, the U.S. Holders holding period for the common shares, common ADSs, preferred shares or preferred ADSs). Under those rules (a) the
gain or excess distribution would be allocated ratably over the U.S. Holders holding period for the common shares, common ADSs, preferred shares or preferred ADSs, (b) the amount allocated to the taxable year in which the gain or excess
distribution is realized and to taxable years before the first day we became a PFIC would be taxable as ordinary income, (c) the amount allocated to each other year (with certain exceptions) would be subject to tax at the highest U.S. federal
income tax rate in effect for that year, and an additional amount equal to the interest charge generally applicable to underpayments of tax would be imposed in respect of the tax attributable to each such year.

A U.S. Holder that owns common shares, common ADSs, preferred shares or preferred ADSs during any year we are a PFIC must file IRS Form
8621. In general, if we are treated as a PFIC, the rules described in the second paragraph of this section can be avoided by a U.S. Holder that elects to be subject to a mark-to-market regime for stock in a PFIC. A U.S. Holder may elect
mark-to-market treatment for its common shares, common ADSs, preferred shares or preferred ADSs, provided the common shares, common ADSs, preferred shares or preferred ADSs, for purposes of the rules, constitute marketable stock as
defined in U.S. Treasury Regulations. A U.S. Holder electing the mark-to-market regime generally would treat any gain recognized under mark-to-market treatment or on an actual sale as ordinary income and would be allowed an ordinary deduction for
any decrease in the value of common shares, common ADSs, preferred shares or preferred ADSs in any taxable year and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included mark-to-market income not
offset by previously deducted decreases in value. A U.S. Holders basis in common shares, common ADSs, preferred shares or preferred ADSs would increase or decrease by gain or loss taken into account under the mark-to-market regime. A
mark-to-market election is generally irrevocable. Another election to treat us as a qualified electing fund would not be available because we do not currently plan to provide holders with information sufficient to permit any U.S. Holder to make such
election.

Medicare Tax

For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be
subject to a 3.8% tax on the lesser of (1) the U.S. holders net investment income for the relevant taxable year and (2) the excess of the U.S. holders modified adjusted gross income for the taxable year over a
certain threshold (which in the case of individuals will be between US$125,000 and US$250,000 depending on the individuals circumstances). Net investment income generally includes dividend income and net gains from the disposition of shares,
unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. Holder who is an individual, estate or
trust should consult such holders tax advisor regarding the applicability of the Medicare tax to such holders income and gains in respect of such holders investment in the preferred shares, common shares, preferred ADSs or common
ADSs.

Deposits and Withdrawals

Deposits or withdrawals of preferred shares or common shares in exchange for preferred ADSs or common ADSs, as applicable, will not result in the realization of any gain or loss for U.S. federal income
tax purposes.



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Taxation of Non-U.S. Holders

Distributions on Preferred Shares, Preferred ADSs, Common Shares or Common ADSs

Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to
preferred shares, preferred ADSs, common shares or common ADSs, unless such income is considered effectively connected with the Non-U.S. Holders conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the
income is attributable to a permanent establishment or, in the case of an individual Non-U.S. Holder, a fixed base maintained in the United States).

Sale, Exchange or Other Taxable Disposition of Preferred Shares, Preferred ADSs, Common Shares or Common ADSs

Non-U.S. Holders generally will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange or other taxable disposition of preferred shares, preferred ADSs, common shares or
common ADSs unless (1) the gain is effectively connected with the Non-U.S. Holders conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the income is attributable to a permanent establishment or, in
the case of an individual Non-U.S. Holder, a fixed base maintained in the United States) or (2) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of such sale, exchange or
other taxable disposition and certain other conditions are met. If the first exception applies, the Non-U.S. Holder will be subject to U.S. federal income tax on the sale, exchange or other taxable disposition as if such Non-U.S. Holder were a U.S.
Holder, as described above. If the second exception applies, then, generally speaking, the Non-U.S. Holder will be subject to U.S. federal income tax at a rate of 30% on the amount by which such Non-U.S. Holders U.S.-source capital gains
exceed such Non-U.S. Holders U.S.-source capital losses.

In addition, any effectively connected dividends or gains
realized by a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also, under certain circumstances, be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable
income tax treaty).

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to the payment of dividends to U.S. Holders or the proceeds received on the
sale, exchange or redemption of shares or ADSs by U.S. Holders, and such amounts may be subject to U.S. backup withholding tax. Backup withholding will not apply, however, to a U.S. Holder that (1) comes within certain enumerated categories of
exempt persons and, when required, demonstrates this fact or (2) furnishes a correct taxpayer identification number and makes certain other required certifications. Generally, a U.S. Holder will provide such certifications on IRS Form W-9
(Request for Taxpayer Identification Number and Certification) or other substitute form. A U.S. Holder that is required to but does not furnish us with its correct taxpayer identification number may also be subject to penalties imposed by the
Internal Revenue Service. Non-U.S. Holders generally will not be subject to United States information reporting or backup withholding. However, Non-U.S. Holders may be required to provide certification of non-U.S. status in connection with payments
received in the United States or through certain U.S.-related financial intermediaries. Amounts withheld as backup withholding may be claimed as a credit against a holders U.S. federal income tax liability, provided that the required
information is timely furnished to the IRS, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the Internal Revenue Service and furnishing any
required information.

THE PRECEDING DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL
INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF



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PREFERRED SHARES, PREFERRED ADSs, COMMON SHARES OR COMMON ADSs, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND OF ANY PROPOSED CHANGES IN APPLICABLE
LAW.



|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.



|G. | Statement by Experts
|-- | --------------------

Not applicable.



|H. | Where You Can Find More Information (Documents on Display)
|-- | ----------------------------------------------------------

Ambev is subject to the informational reporting requirements of the Exchange Act, and files with the SEC:



| |  |  | Annual reports;
| | - |  | ---------------



| |  |  | Certain other reports that we make public under Brazilian law, file with the Brazilian stock exchanges or distribute to shareholders; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other information.
| | - |  | ------------------

You may read and copy any reports or other information that Ambev files at the SECs public reference rooms at 100 F Street, NE, Washington, D.C. 20549, and at the SECs regional offices located
at 3 World Financial Center, Suite 400, New York, New York 10281-1022 and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Electronic filings
made through the Electronic Data Gathering, Analysis and Retrieval System are also publicly available through the Securities and Exchange Commissions website on the Internet at www.sec.gov. In addition, material filed by Ambev may also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

As a foreign private
issuer, Ambev is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and will not be required to file proxy statements with the SEC, and its officers, directors and principal shareholders will be
exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act.

You may obtain documents from Ambev by requesting them in writing, at the following addresses or by telephone:

Companhia de Bebidas das Américas  Ambev



|                                           |  |                                                                                                    
|------------------------------------------ |  | ---------------------------------------------------------------------------------------------------
|Attention: Telephone
numbers:  Fax: Email: |  | Investor Relations Department
(55-11) 2122-1415 (55-11) 2122-1414
(55-11) 2122-1526
ir@ambev.com.br

You may obtain additional information about Ambev on its website at www.ambev-ir.com. The
information contained therein is not part of this annual report.



|I. | Subsidiary Information
|-- | ----------------------

Not applicable.



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|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates and changes in the prices of certain commodities, including malt, aluminum, sugar and corn.
Market risk is the potential loss arising from adverse changes in market rates and prices. We enter into derivatives and other financial instruments, in order to manage and reduce the impact of fluctuations in commodity prices, in foreign currency
exchange rates and in interest rates. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial activities. Decisions regarding hedging are made according to our risk
management policy, taking into consideration the amount and duration of the exposure, market volatility and economic trends.

These instruments are accounted for based on their characteristics. See note 27 to our consolidated financial statements for a discussion
of the accounting policies and information on derivative financial instruments.

We have a policy of entering into contracts
only with parties that have high credit ratings. The counterparties to these contracts are major financial institutions, and we do not have significant exposure to any single counterparty. We do not anticipate a credit loss from counterparty
non-performance. Our short-term investments consist mainly of fixed-term obligations and government securities.

Enterprise Risk
Management (ERM)

We have implemented a management strategy to promote enterprise-wide risk management (ERM), through
an integrated framework that considers the impact on our business of not only market risks but also of compliance, strategic and operational risks. We believe that such integrated framework, which accounts for different kinds of business risks,
enables us to improve managements ability to evaluate risks associated with our business.

The risk management
department is responsible for reviewing and following up with management the risk factors and related mitigating initiatives consistent with our corporate strategy.

Commodity Risk

We use a large volume of agricultural goods to
produce our products, including malt and hops for our beer and sugar, guaraná, other fruits and sweeteners for our CSDs. See Item 4. Information on the CompanyAmbev Business OverviewSources and Availability of Raw
Materials. We purchase a significant portion of our malt and all of our hops outside of Brazil. We purchase the remainder of our malt and our sugar, guaraná and other fruits and sweeteners locally. Ambev also purchases substantial
quantities of aluminum cans.

We produce approximately 80% of our consolidated malt needs. The remainder and all other
commodities are purchased from third parties. We believe that adequate supplies of the commodities we use are available at the present time, but we cannot predict the future availability of these commodities or the prices we will have to pay for
such commodities. The commodity markets have experienced and will continue to experience price fluctuations. We believe that the future price and supply of agricultural materials will be determined by, among other factors, the level of crop
production, weather conditions, export demand, and government regulations and legislation affecting agriculture, and that the price of aluminum and sugar will be largely influenced by international market prices. See Item 4. Information on the
CompanyBusiness OverviewSources and Availability of Raw Materials.

All of the hops we purchase in the
international markets outside of South America are paid for in U.S. dollars. In addition, although we purchase aluminum cans and sugar in Brazil, their prices are directly influenced by the fluctuation of international commodity prices.



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As of December 31, 2012, our derivative activities consisted of sugar, wheat, aluminum,
corn, crude oil and heating oil derivatives. The table below provides information about our significant commodity risk sensitive instruments as of December 31, 2012. The contract terms of these instruments have been categorized by expected
maturity dates and are measured at market prices.



|                           |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |   |  |  |  |  |  |  |  |  |  |  |  | 
|-------------------------- |  | -------------------------------------------------------------------- |  | ------- |  | ---- |  | ---- | ------- | ---- |  | ---------- |  | ----- |  | ---------- |  |  |  |  |  | ------- |  |  |  |  | ----- | - |  |  |  |  |  |  |  |  |  |  |  | 
|                           |  | Maturity Schedule of Commodities Derivatives as of December 31, 2012
|                           |  | 2013                                                                 |  | 2014    |  | 2015 |  | 2016 |         | 2017 |  | Thereafter |  | Total |  | Fair Value
|Derivatives Instruments(1) |  | (in R$ million, except price per ton/gallon/barrel/gigajoule)       
|Sugar Derivatives:         |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 272.77  |  |      |  |      | 61.99   |      |  |            |  |       |  |            |  |  |  |  |  | 334.8   |  |  |  |  | (30.0 | )
|Average Price (R$/ton)     |  |                                                                      |  | 886.4   |  |      |  |      | 927.2   |      |  |            |  |       |  |            |  |  |  |  |  | 894.0   |  |  |  |  |       |  
|Wheat Derivatives:         |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 249.9   |  |      |  |      | -       |      |  |            |  |       |  |            |  |  |  |  |  | 249.9   |  |  |  |  | (5.2  | )
|Average Price (R$/ton)     |  |                                                                      |  | 593.2   |  |      |  |      | -       |      |  |            |  |       |  |            |  |  |  |  |  | 593.2   |  |  |  |  |       |  
|Aluminum Derivatives:      |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 662.3   |  |      |  |      | 5.3     |      |  |            |  |       |  |            |  |  |  |  |  | 667.6   |  |  |  |  | (51.2 | )
|Average Price (R$/ton)     |  |                                                                      |  | 4,341.8 |  |      |  |      | 4.391.5 |      |  |            |  |       |  |            |  |  |  |  |  | 4,342.2 |  |  |  |  |       |  
|Heating Oil Derivatives:   |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 28.2    |  |      |  |      | 1.5     |      |  |            |  |       |  |            |  |  |  |  |  | 29.7    |  |  |  |  | 0.2   |  
|Average Price (R$/gallon)  |  |                                                                      |  | 6.3     |  |      |  |      | 6.1     |      |  |            |  |       |  |            |  |  |  |  |  | 6.3     |  |  |  |  |       |  
|Crude Oil Derivatives:     |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 20.4    |  |      |  |      | -       |      |  |            |  |       |  |            |  |  |  |  |  | 20.4    |  |  |  |  | 0.3   |  
|Average Price (R$/barrel)  |  |                                                                      |  | 190.4   |  |      |  |      | -       |      |  |            |  |       |  |            |  |  |  |  |  | 190.4   |  |  |  |  |       |  
|Natural Gas:               |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 5.5     |  |      |  |      | 1.3     |      |  |            |  |       |  |            |  |  |  |  |  | 6.8     |  |  |  |  | (0.1  | )
|Average Price (R$/GJ)      |  |                                                                      |  | 6.6     |  |      |  |      | 6.1     |      |  |            |  |       |  |            |  |  |  |  |  | 6.5     |  |  |  |  |       |  
|Corn Derivatives:          |  |                                                                      |  |         |  |      |  |      |         |      |  |            |  |       |  |            |  |  |  |  |  |         |  |  |  |  |       |  
|Notional Amount            |  |                                                                      |  | 308.0   |  |      |  |      | 11.9    |      |  |            |  |       |  |            |  |  |  |  |  | 319.9   |  |  |  |  | 3.9   |  
|Average Price (R$/ton)     |  |                                                                      |  | 525.0   |  |      |  |      | 490.4   |      |  |            |  |       |  |            |  |  |  |  |  | 523.7   |  |  |  |  |       |  



|(1) | Negative notional amounts represent an excess of liabilities over assets at any given moment.
|--- | ---------------------------------------------------------------------------------------------

Interest Rate Risk

We use interest rate swap instruments to manage
interest risks associated with changing rates. The differential to be paid or received is accrued as interest rates change and is recognized in interest income or expense, respectively, over the life of the particular contracts. We are exposed to
interest rate volatility with respect to our cash and cash equivalents, current investment securities and fixed and floating rate debt. Our U.S. dollar-denominated cash equivalents generally bear interest at a floating rate.

We are exposed to interest rate volatility with regard to existing issuances of fixed rate debt, existing issuances of floating rate
debt, currency future and forward swaps agreements, cash and cash equivalents and current investment securities. We manage our debt portfolio in response to changes in interest rates and foreign currency rates by periodically retiring, redeeming and
repurchasing debt and using derivative financial instruments.



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The table below provides information about our significant interest rate sensitive
instruments. For variable interest rate debt, the rate presented is the weighted average rate calculated as of December 31, 2012. The contract terms of these instruments have been categorized by expected maturity dates:



|                                            |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|------------------------------------------- |  | ----------------------------------------------------------- |  | ------- | - | ---- |  | ---- | ------- | ---- |  | ---------- |  | ------- | - |  |  |  | ------- | - |  |  |  | ------- | - |  |  |  | ------- | - |  |  |  | --------- | -
|                                            |  | Maturity Schedule of Debt Portfolio as of December 31, 2012
|                                            |  | 2013                                                        |  | 2014    |   | 2015 |  | 2016 |         | 2017 |  | Thereafter |  | Total  
|Debt Instrument                             |  | (in R$ million, except percentages)                        
|BNDES Currency Basket Debt Floating Rate:   |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Currency Basket Debt Floating Rate          |  |                                                             |  | (126.7) |   |      |  |      | (107.4) |      |  |            |  | (85.3)  |   |  |  |  | (51.3)  |   |  |  |  | (8.2)   |   |  |  |  | -       |   |  |  |  | (378.9)   |  
|UMBNDES + Average Pay Rate                  |  |                                                             |  | 1.76    | % |      |  |      | 1.76    | %    |  |            |  | 1.76    | % |  |  |  | 1.76    | % |  |  |  | 1.76    | % |  |  |  | -       |   |  |  |  | 1.76      | %
|International Debt:                         |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Other Latin America Currency Fixed Rate     |  |                                                             |  | (5.7)   |   |      |  |      | (19.3)  |      |  |            |  | (54.0)  |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | (79.0)    |  
|Average Pay Rate                            |  |                                                             |  | 6.79    | % |      |  |      | 6.81    | %    |  |            |  | 6.81    | % |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | 6.81      | %
|Other Latin America Currency Floating Rate  |  |                                                             |  | (147.5) |   |      |  |      | (86.4)  |      |  |            |  | (84.7)  |   |  |  |  | (58.7)  |   |  |  |  | (1.7)   |   |  |  |  | (39.1)  |   |  |  |  | (418.1)   |  
|Average Pay Rate                            |  |                                                             |  | 6.14    | % |      |  |      | 6.14    | %    |  |            |  | 6.14    | % |  |  |  | 6.14    | % |  |  |  | 6.14    | % |  |  |  | 6.14    | % |  |  |  | 6.14      | %
|ReaisDenominated Debt Float. Rate  TJLP:   |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | (473.8) |   |      |  |      | (469.4) |      |  |            |  | (356.0) |   |  |  |  | (224.9) |   |  |  |  | (27.4)  |   |  |  |  | -       |   |  |  |  | (1,551.5) |  
|TJLP + Average Pay Rate                     |  |                                                             |  | 6.79    | % |      |  |      | 6.79    | %    |  |            |  | 6.79    | % |  |  |  | 6.79    | % |  |  |  | 6.79    | % |  |  |  | -       |   |  |  |  | 6.79      | %
|ReaisDebt - ICMS Fixed Rate:                |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | (17.2)  |   |      |  |      | (23.4)  |      |  |            |  | (23.8)  |   |  |  |  | (10.9)  |   |  |  |  | (8.2)   |   |  |  |  | (85.2)  |   |  |  |  | (168.7)   |  
|Average Pay Rate                            |  |                                                             |  | 3.38    | % |      |  |      | 3.38    | %    |  |            |  | 3.38    | % |  |  |  | 3.38    | % |  |  |  | 3.38    | % |  |  |  | 3.38    | % |  |  |  | 3.38      | %
|ReaisDebt - Debentures Floating Rate  CDI: |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | -       |   |      |  |      | -       |      |  |            |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -         |  
|Average Pay Rate % CDI                      |  |                                                             |  | -       |   |      |  |      | -       |      |  |            |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -       |   |  |  |  | -         |  
|ReaisDebt - Fixed Rate:                     |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Notional Amount                             |  |                                                             |  | (66.9)  |   |      |  |      | (34.4)  |      |  |            |  | (26.3)  |   |  |  |  | (16.2)  |   |  |  |  | (381.9) |   |  |  |  | (21.7)  |   |  |  |  | (547.5)   |  
|Average Pay Rate                            |  |                                                             |  | 4.21    | % |      |  |      | 4.94    | %    |  |            |  | 4.94    | % |  |  |  | 4.94    | % |  |  |  | 9.31    | % |  |  |  | 4.94    | % |  |  |  | 7.90      | %
|                                            |  |                                                             |  |         |   |      |  |      |         |      |  |            |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |         |   |  |  |  |           |  
|Total Debt                                  |  |                                                             |  | (837.8) |   |      |  |      | (740.3) |      |  |            |  | (630.1) |   |  |  |  | (362.0) |   |  |  |  | (427.4) |   |  |  |  | (146.0) |   |  |  |  | (3,143.7) |  



|                                            |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|------------------------------------------- |  | -------------------------------------------------------------- | ------- | - | ---- |  | ---- |  | ---- |  | ---- |  | ---------- |  | ----- |  | ------- | -
|                                            |  | Maturity Schedule of Cash Instruments as of December 31, 
2013 |        
|                                            |  | 2013                                                           |         |   | 2014 |  | 2015 |  | 2016 |  | 2017 |  | Thereafter |  | Total | 
|Cash Instrument                             |  | (in R$ million, except percentages)                            |        
|US$ Denominated Cash and Cash Equivalents:  |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|Notional                                    |  |                                                                | 229.5   |   |      |  |      |  |      |  |      |  |            |  |       |  | 229.5   |  
|Average Interest Rate                       |  |                                                                | 0.16    | % |      |  |      |  |      |  |      |  |            |  |       |  | 0.16    | %
|ReaisDenominated Cash and Cash Equivalents: |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|Notional                                    |  |                                                                | 3,823.1 |   |      |  |      |  |      |  |      |  |            |  |       |  | 3,823.1 |  
|Average Interest Rate                       |  |                                                                | 6.89    | % |      |  |      |  |      |  |      |  |            |  |       |  | 6.89    | %
|C$ Denominated Cash and Cash Equivalents:   |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|Notional Amount                             |  |                                                                | 1,702.2 |   |      |  |      |  |      |  |      |  |            |  |       |  | 1,702.2 |  
|TJLP + Average Pay Rate                     |  |                                                                | 1.10    | % |      |  |      |  |      |  |      |  |            |  |       |  | 1.10    | %
|Other Latin American Currency investments:  |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|Notional Amount                             |  |                                                                | 3,171.3 |   |      |  |      |  |      |  |      |  |            |  |       |  | 3,171.3 |  
|Average Interest Rate                       |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|                                            |  |                                                                |         |   |      |  |      |  |      |  |      |  |            |  |       |  |         |  
|Total                                       |  |                                                                | 8,926.2 |   |      |  |      |  |      |  |      |  |            |  |       |  | 8,926.2 |  



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|                          |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  |         |   |  |  |  |         |  |  |  |  |  |  | 
|------------------------- |  | ---------------------------------------------------------------------- |  | ------ | - | ---- |  | ---- |  | ---- | ------- | ---------- |  | ----- |  | ----------- | - |  |  |  | ----- | - |  |  |  |  |  | ------- | - |  |  |  | ------- |  |  |  |  |  |  | 
|                          |  | Maturity Schedule of Interest Rate Derivatives as of December 31, 2013
|                          |  | 2013                                                                   |  | 2014   |   | 2015 |  | 2016 |  | 2017 |         | Thereafter |  | Total |  | Fair  Value
|Derivatives Instrument(1) |  | (in R$ million, except percentages)                                   
|BM&F DDI Futures:         |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  |         |   |  |  |  |         | 
|Notional Amount           |  |                                                                        |  | (20.4) |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  | (20.4)  |   |  |  |  | (0.1)   | 
|Average Interest Rate     |  |                                                                        |  | 6.02   | % |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  | 6.02    | % |  |  |  |         | 
|BM&F DI Futures:          |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  |         |   |  |  |  |         | 
|Notional Amount           |  |                                                                        |  |        |   |      |  |      |  |      | (170.0) |            |  |       |  | (230.0)     |   |  |  |  |       |   |  |  |  |  |  | (400.0) |   |  |  |  | (0.1)   | 
|Average Interest Rate     |  |                                                                        |  |        |   |      |  |      |  |      | 7.71    | %          |  |       |  | 8.19        | % |  |  |  |       |   |  |  |  |  |  | 7.99    | % |  |  |  |         | 
|US$ x R$ CCIRS(2):        |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  |         |   |  |  |  |         | 
|Notional Amount           |  |                                                                        |  | (12.9) |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  | (12.9)  |   |  |  |  | (213.9) | 
|Average Interest Rate     |  |                                                                        |  | 7.00   | % |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  | 7.00    | % |  |  |  |         | 
|FIXED x CDI IRS(3):       |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  |       |   |  |  |  |  |  |         |   |  |  |  |         | 
|Notional Amount           |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  | 300.0 |   |  |  |  |  |  | 300.0   |   |  |  |  | 20.8    | 
|Average Interest Rate     |  |                                                                        |  |        |   |      |  |      |  |      |         |            |  |       |  |             |   |  |  |  | 6.28  | % |  |  |  |  |  | 6.28    | % |  |  |  |         | 



|(1) | Negative notional amounts represent an excess of liabilities over assets on any given moment.
|--- | ---------------------------------------------------------------------------------------------



|(2) | Cross Currency Interest Rate Swap
|--- | ---------------------------------



|(3) | Interest Rate Swap
|--- | ------------------

Part of the
floating rate debt accrues interest at TJLP. During the period set forth below the TJLP was:



|            |  |      |  |      |  |      |  |  |      |  |  |  |  |      | 
|----------- |  | ---- |  | ---- |  | ---- |  |  | ---- |  |  |  |  | ---- | 
|            |  | 2012 |  | 2011 |  | 2010
|4th Quarter |  |      |  | 5.50 |  |      |  |  | 6.00 |  |  |  |  | 6.00 | 
|3rd Quarter |  |      |  | 5.50 |  |      |  |  | 6.00 |  |  |  |  | 6.00 | 
|2nd Quarter |  |      |  | 6.00 |  |      |  |  | 6.00 |  |  |  |  | 6.00 | 
|1st Quarter |  |      |  | 6.00 |  |      |  |  | 6.00 |  |  |  |  | 6.00 | 

We have not experienced, and do not expect to experience, difficulties in obtaining financing or
refinancing existing debt.

Foreign Exchange Risk

We are exposed to fluctuations in foreign exchange rate movements because a significant portion of our operating expenses, in particular those related to hops, malt, sugar, aluminum and corn, are also
denominated in or linked to the U.S. dollar. We enter into derivative financial instruments to manage and reduce the impact of changes in foreign currency exchange rates in respect of our U.S. dollar-denominated debt. From January 1, 2003,
until December 31, 2009, the real appreciated by 33.6% against the U.S. dollar, and, as of December 31, 2009, the commercial market rate for purchasing U.S. dollars was R$2.337 per US$1.00. The real depreciated against the
U.S. dollar by 24.2% during 2008 and appreciated 34.2% in 2009 and 4.5% in 2010. As at December 31, 2012, the commercial market rate for purchasing U.S. dollars was R$2.044 per US$1.00.

Our foreign currency exposure gives rise to market risks associated with exchange rate movements, mainly against the U.S. dollar. Foreign
currency-denominated liabilities at December 31, 2012, included debt of R$720.0 million.



133



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Current Exposure

As of December 31, 2012, derivative activities consisted of foreign currency forward contracts, foreign currency swaps, options and future contracts. The table below provides information about our
significant foreign exchange rate risk sensitive instruments as of December 31, 2012. The contract terms of these instruments have been categorized by expected maturity dates.



|                        |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |   |  |  |  |  |  |  |  |  |  |  |  | 
|----------------------- |  | ---------------------------------------------------------------------- |  | --------- | - | ---- |  | ---- |  | ---- | ------ | ---------- |  | ----- |  | ---------- |  |  |  |  |  | --------- | - |  |  |  | ------ | - |  |  |  |  |  |  |  |  |  |  |  | 
|                        |  | Maturity Schedule of Interest Rate Derivatives as of December 31, 2012
|                        |  | 2013                                                                   |  | 2014      |   | 2015 |  | 2016 |  | 2017 |        | Thereafter |  | Total |  | Fair Value
|Derivatives Instruments |  | (in R$ million, except percentages)                                   
|BM&F DDI Futures:       |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | (20.4)    |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | (20.4)    |   |  |  |  | (0.1   | )
|Average Interest Rate   |  |                                                                        |  | 6.02      | % |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 6.02      | % |  |  |  |        |  
|BM&F Dollar Future:     |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 31.2      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 31.2      |   |  |  |  | (4.1   | )
|Average Interest Rate   |  |                                                                        |  | 6.04      | % |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 6.04      | % |  |  |  |        |  
|BM&F Euro Future:       |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 132.3     |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 132.3     |   |  |  |  | (0.5   | )
|Average Interest Rate   |  |                                                                        |  | 6.05      | % |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 6.05      | % |  |  |  |        |  
|US$ x R$ CCIRS:         |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | (12.9)    |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | (12.9)    |   |  |  |  | (213.9 | )
|Average Interest Rate   |  |                                                                        |  | 7.00      | % |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 7.00      | % |  |  |  |        |  
|CLP x R$ SWAP:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  |           |   |      |  |      |  |      | 252.0  |            |  |       |  |            |  |  |  |  |  | 252.0     |   |  |  |  | 7.0    |  
|Average Unit Price      |  |                                                                        |  |           |   |      |  |      |  |      | 234.52 |            |  |       |  |            |  |  |  |  |  | 234.52    |   |  |  |  |        |  
|NDF US$ x R$:           |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | (2,182.5) |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | (2,182.5) |   |  |  |  | (356.2 | )
|Average Unit Price      |  |                                                                        |  | 1.98      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 1.98      |   |  |  |  |        |  
|FDF C$ x US$:           |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 1,219.0   |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 1,219.0   |   |  |  |  | (5.4   | )
|Average Unit Price      |  |                                                                        |  | 1.01      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 1.01      |   |  |  |  |        |  
|FDF C$ x EUR:           |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 62.6      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 62.6      |   |  |  |  | 1.0    |  
|Average Unit Price      |  |                                                                        |  | 1.38      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 1.38      |   |  |  |  |        |  
|FDF C$ x GBP:           |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 22.1      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 22.1      |   |  |  |  | 0.3    |  
|Average Unit Price      |  |                                                                        |  | 1.60      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 1.60      |   |  |  |  |        |  
|NDF ARS x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 1,123.8   |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 1,123.8   |   |  |  |  | (27.8  | )
|Average Unit Price      |  |                                                                        |  | 4.37      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 4.37      |   |  |  |  |        |  
|NDF CLP x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 90.9      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 90.9      |   |  |  |  | (3.0   | )
|Average Unit Price      |  |                                                                        |  | 507.39    |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 507.39    |   |  |  |  |        |  
|NDF UYU x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 62.4      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 62.4      |   |  |  |  | (7.0   | )
|Average Unit Price      |  |                                                                        |  | 21.16     |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 21.16     |   |  |  |  |        |  
|NDF BOB x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 142.2     |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 142.2     |   |  |  |  | (1.3   | )
|Average Unit Price      |  |                                                                        |  | 7.08      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 7.08      |   |  |  |  |        |  
|NDF PYG x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 129.6     |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 129.6     |   |  |  |  | (4.8   | )
|Average Unit Price      |  |                                                                        |  | 4,412.94  |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 4,412.94  |   |  |  |  |        |  
|NDF PEN x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 157.2     |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 157.2     |   |  |  |  | (6.4   | )
|Average Unit Price      |  |                                                                        |  | 2.81      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 2.81      |   |  |  |  |        |  
|NDF DOP x US$:          |  |                                                                        |  |           |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  |           |   |  |  |  |        |  
|Notional Amount         |  |                                                                        |  | 30.7      |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 30.7      |   |  |  |  | (1.0   | )
|Average Unit Price      |  |                                                                        |  | 41.81     |   |      |  |      |  |      |        |            |  |       |  |            |  |  |  |  |  | 41.81     |   |  |  |  |        |  



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|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------



|A. | Debt Securities
|-- | ---------------

Not
Applicable.



|B. | Warrants and Rights
|-- | -------------------

Not
Applicable.



|C. | Other Securities
|-- | ----------------

Not
Applicable.



|D. | American Depositary Shares
|-- | --------------------------

The Bank of New York Mellon (formerly The Bank of New York) is the depositary of Ambev shares in accordance with Common Deposit Agreement, dated July 17, 2000, as amended and restated in
October 23, 2000, and August 2, 2007, entered into with Ambev, The Bank of New York Mellon, as depositary, and all owners from time to time of ADSs issued by Ambev, or the Depositary Agreement. A copy of this Depositary Agreement is filed
as an exhibit to this Form 20F.

The depositary, The Bank of New York Mellon, collects its fees for delivery and
surrender of ADSs directly from investors depositing shares or surrendering ADSs or from intermediaries acting for them. The depositary also collects fees for making distributions to investors by deducting those fees from the amounts distributed or
by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of
participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. Pursuant to the Depositary Agreement, holders of our ADSs may have to pay to The Bank of New York
Mellon, either directly or indirectly, fees or charges up to the amounts set forth in the table below.



|                                                                                                                                                                                           |  |                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Associated Fee                                                                                                                                                                             |  | Depositary Action                                                                                                                                                                                                                     
|                                                                                                                                                                                           | 
|US$5.00 or less per 100 ADSs (or portion thereof)                                                                                                                                          |  |      Issuance of ADSs, including issuances resulting from a
distribution of shares or rights or other property.       Cancellation of ADSs for the purpose of withdrawal, including in case of termination of the Deposit Agreement.
|Taxes and other governmental charges the depositary or
the custodian have to pay on any ADS or share
underlying an ADS, for example, stock transfer taxes,
stamp duty or withholding taxes |  |      As applicable.                                                                                                                                                                                                                  
|                                                                                                                                                                                           | 
|Registration and transfer fees                                                                                                                                                             |  |      Transfer and registration of shares on our share register to or from the name of the
depositary or its agent when you deposit or withdraw shares.                                                                               
|                                                                                                                                                                                           | 
|A fee equivalent to the fee that would be payable for
execution and delivery of ADSs as a result of the
deposit of such securities, but which securities are
instead distributed           |  |      Issuance of ADS or shares received in exercise of rights distributed, but
whose securities or rights are instead sold by the depositary and the net proceeds distributed.                                                       



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|                                                                                            |  |                                                                                                                                                     
|------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Associated Fee                                                                              |  | Depositary Action                                                                                                                                   
|                                                                                            | 
|Any charges incurred by the depositary or its agents for
servicing the deposited securities |  |     As necessary                                                                                                                                   
|                                                                                            | 
|Expenses of the depositary                                                                  |  |     Cable, telex and facsimile transmissions (when expressly
provided in the deposit agreement). 
    Converting foreign currency to U.S. dollars.

Subject to certain terms and conditions, The Bank of New York Mellon has agreed to reimburse us for
certain expenses it incurs that are related to establishment and maintenance expenses of the ADS program, including the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual
and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. There are limits on the amount of expenses
for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

The Bank of New York Mellon has made payments in the amount of US$0.4 million during the first quarter of 2013 and US$2.1 million during
2012. These amounts were used for general corporate purposes such as the payment of costs and expenses associated with (1) the preparation and distribution of proxy materials, (2) the preparation and distribution of marketing materials and
(3) consulting and other services related to investor relations.



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|ITEM 13. | DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

Not Applicable.



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|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

Not Applicable.



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|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------



|A. | Disclosure Controls and Procedures
|-- | ----------------------------------

The Company has carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures under the supervision and with the participation of the
Companys management, which is responsible for the management of the internal controls, including the Chief Executive Officer and Chief Financial Officer. While there are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures, the Companys disclosure controls and procedures are designed to provide reasonable assurance of achieving
their objectives. Based upon the Companys evaluation, as of the end date of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Company have concluded that the disclosure controls and procedures
are (1) effective at that reasonable assurance level in ensuring that information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time
periods specified in the Commissions rules and forms and (2) effective at that reasonable assurance level in ensuring that information to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and
communicated to the management of the Company, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.



|B. | Managements Annual Report on Internal Control over Financial Reporting
|-- | -----------------------------------------------------------------------

Our management is responsible for establishing and maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.

Internal control over financial reporting
is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Companys assets that could have a material effect on the consolidated financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of our internal control over financial reporting as of December 31, 2012, is based on the criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on those criteria, management has concluded that as of December 31, 2012, the Companys
internal control over financial reporting is effective.



|C. | Attestation Report of the Registered Public Accounting Firm
|-- | -----------------------------------------------------------

The effectiveness of our internal control over financial reporting as of December 31, 2012, has been audited by PricewaterhouseCoopers Auditores Independentes, the Companys independent
registered public accounting firm, which opinion is stated in their report, included herein.



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|D. | Changes in Internal Control over Financial Reporting
|-- | ----------------------------------------------------

There have been no changes in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



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|ITEM 15T. | CONTROLS AND PROCEDURES
|--------- | -----------------------

Not applicable.



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|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

We have relied on the exemption provided for under Rule 10A-3(c)(3) of the Exchange Act, pursuant to Section 301 of the Sarbanes-Oxley Act of 2002, which enables us to have the Fiscal Council
perform the duties of an audit committee for the purposes of such Act, to the extent permitted by Brazilian law. In accordance with the charter of our Fiscal Council, at least one of its members has to fulfill the requirements of the Sarbanes-Oxley
Act of 2002 for the purposes of qualifying as an audit committee financial expert. Accordingly, our Fiscal Council is comprised of one audit committee financial expert within the meaning of this Item 16A, namely Mr. Celso
Clemente Giacometti, who has an extensive work-related finance background and who is independent as set forth in Rule 10A-3(c) of the Sarbanes-Oxley Act of 2002.



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|ITEM 16B. | CODE OF BUSINESS CONDUCT
|--------- | ------------------------

We have adopted a code of business conduct (as defined under the rules and regulations of the SEC, and formerly called Code of Ethics)
that apply to our principal executive officer, principal financial officer and principal accounting officer, among others. The code became effective in 2003; it was last amended on December 11, 2006, and is attached to this annual report
as an Exhibit. If the provisions of the code that apply to our principal executive officer, principal financial officer or principal accounting officer are amended, or if a waiver is granted, we will disclose such amendment or waiver.



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|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

PricewaterhouseCoopers Auditores Independentes acted as our independent auditor for the fiscal years ended December 31, 2012, 2011 and 2010 and the first quarter of 2013. The chart below sets forth
the total amount billed to us by PricewaterhouseCoopers Auditores Independentes, for services performed in 2012 and 2011 and the quarters ended March 31, 2013 and 2012, and breaks down these amounts by category of service:



|                   |  |                         |         |  |      |  |         | 
|------------------ |  | ----------------------- | ------- |  | ---- |  | ------- | 
|                   |  | Year Ended December 31, |        
|                   |  | 2012                    |         |  | 2011 | 
|                   |  | (in R$ thousand)        |        
|Audit Fees         |  |                         | 6,783.7 |  |      |  | 6,797.0 | 
|Audit-Related Fees |  |                         | 0.0     |  |      |  | 0.0     | 
|Tax Fees           |  |                         | 829.0   |  |      |  | 750.0   | 
|All Other Fees     |  |                         | 790.0   |  |      |  | 702.0   | 
|                   |  |                         |         |  |      |  |         | 
|Total              |  |                         | 8,402.7 |  |      |  | 8,249.0 | 

Audit Fees

Audit fees are fees billed for the audit of our annual financial statements and for the reviews of our quarterly financial statements in connection with statutory and regulatory filings or engagements
(including audit of our subsidiaries for consolidated purpose).

Audit-Related Fees

Audit-related fees consisted of fees billed for assurance and related services that were reasonably related to the performance of the
audit or review of our financial statements or that were traditionally performed by the external auditor.

Tax Fees

Tax fees in 2012 and 2011 were related to tax compliance services.

All Other Fees

All other services consist primarily of fees billed
for certain compliance reports to be filed with local regulators and certain comfort letters issued in connection with the issuance of debt.

Independent Registered Public Accounting Firm

The financial statements for the year ended December 31, 2012, December 31, 2011, and December 31, 2010, have been audited by PricewaterhouseCoopers Auditores Independentes, São
Paulo, Brazil, independent registered public accounting firm. The offices of PricewaterhouseCoopers Auditores Independentes are located at Av. Francisco Matarazzo, 1400, São Paulo, Brazil. They are members of the Conselho Regional de
Contabilidade (Regional Board of Accountants of São Paulo) and their registration number is 2SP0001/O-5.

Pre-Approval Policies and
Procedures

We have adopted pre-approval policies and procedures under which all audit and non-audit services provided by
contracted external auditors must be pre-cleared by the Fiscal Council, which performs the duties of an audit committee for the purposes of the Sarbanes-Oxley Act of 2002, in accordance with Rule 10A-3(c). The Fiscal Council adopts a list of
services and amount limits for contracting for each external auditor under terms included in a basic list, which is in turn approved by the Board of Directors. Any services provided from such list are deemed pre-approved for
purposes of the Sarbanes-Oxley Act of 2002. The Board of Directors and the Fiscal Council periodically receive from our chief financial officer a summary report on the progress of the pre-approved services rendered and the corresponding fees duly
authorized. Any services which are not included in such require a prior favorable opinion of our Fiscal Council. Our policy also contains a list of services which cannot be rendered by our external auditors.



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|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------

NYSE corporate governance standards require that a listed company have an audit committee composed of three independent members that satisfy the independence requirements of Rule 10A-3 under the Exchange
Act, with a written charter that addresses certain duties.

The Fiscal Council is a permanent body which operates
independently from our management and from our registered independent public accounting firm. Its principal function is to examine the financial statements of each fiscal year and provide a formal report to our shareholders. We are relying on the
exemption provided for in Rule 10A-3(c)(3) and believe that our reliance on this exemption will not materially affect the ability of the Fiscal Council to act independently and to satisfy the other requirements of Rule 10A-3. In accordance with
the charter of our Fiscal Council, at least one of its members has to fulfill the requirements of the Sarbanes-Oxley Act of 2002 for the purposes of qualifying as an audit committee financial expert. Accordingly, our Fiscal Council has designated
one financial expert, namely Mr. Celso Clemente Giacometti.



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|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------

As disclosed under Major ShareholdersShare Buyback Program, we have purchased a number of our shares during the period covered by this annual report.

Below, in tabular format, is a disclosure of our repurchases for the periods indicated. No repurchase programs were publicly announced
during these periods. Shares not purchased under publicly announced programs include those purchased from employees when no publicly announced program was in place and those bought from employees who were dismissed, in both cases, pursuant to the
terms and conditions of the Companys stock ownership plan.

Preferred Shares Repurchases



|               |  |                                 |         |  |                               |  |       |                                                                                        |  |  |                                                                           |  |  |  |               | 
|-------------- |  | ------------------------------- | ------- |  | ----------------------------- |  | ----- | -------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------- |  |  |  | ------------- | 
|Month          |  | TotalNumber ofShares  Purchased |         |  | Average Price  Paid per Share |  |       | Total number ofshares purchased aspart of publiclyannounced plans
or      programs (1) |  |  | Maximum number ofshares that may bepurchased under the  plans or
programs | 
|December-2012  |  |                                 | 122,586 |  |                               |  | 85.96 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|November-2012  |  |                                 | 5,034   |  |                               |  | 83.23 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|October-2012   |  |                                 | 4,310   |  |                               |  | 79.50 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|September-2012 |  |                                 | 73,830  |  |                               |  | 78.27 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|August-2012    |  |                                 | 82,410  |  |                               |  | 37.92 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|July-2012      |  |                                 | 5,544   |  |                               |  | 11.20 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|June-2012      |  |                                 | 328,111 |  |                               |  | 76.69 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|May-2012       |  |                                 | 5,185   |  |                               |  | 79.98 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|April-2012     |  |                                 | 22,404  |  |                               |  | 76.91 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|March-2012     |  |                                 | 7,386   |  |                               |  | 74.78 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|February-2012  |  |                                 | 7,135   |  |                               |  | 64.00 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|January-2012   |  |                                 | 62,893  |  |                               |  | 67.60 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|December-2011  |  |                                 | 134,415 |  |                               |  | 60.46 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|November-2011  |  |                                 | -       |  |                               |  | -     |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|October-2011   |  |                                 | 62,690  |  |                               |  | 58.00 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|September-2011 |  |                                 | 178,794 |  |                               |  | 42.01 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|August-2011    |  |                                 | 5,400   |  |                               |  | 49.30 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|July-2011      |  |                                 | 390,970 |  |                               |  | 51.22 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|June-2011      |  |                                 | 192,228 |  |                               |  | 49.59 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|May-2011       |  |                                 | 4,401   |  |                               |  | 50.81 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|April-2011     |  |                                 | 136,841 |  |                               |  | 45.77 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|March-2011     |  |                                 | -       |  |                               |  | -     |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|February-2011  |  |                                 | 116,265 |  |                               |  | 26.80 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|January-2011   |  |                                 | 31,290  |  |                               |  | 9.71  |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|December-2010  |  |                                 | 410     |  |                               |  | 48.51 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|November-2010  |  |                                 | 35,810  |  |                               |  | 17.58 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|October-2010   |  |                                 | 465     |  |                               |  | 42.95 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|September-2010 |  |                                 | 9,235   |  |                               |  | 40.89 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|August-2010    |  |                                 | 2,500   |  |                               |  | 37.29 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|July-2010      |  |                                 | 46,840  |  |                               |  | 9.62  |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|June-2010      |  |                                 | 8,835   |  |                               |  | 37.01 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|May-2010       |  |                                 | 5,080   |  |                               |  | 35.13 |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|April-2010     |  |                                 | 17,500  |  |                               |  | 9.16  |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|March-2010     |  |                                 | -       |  |                               |  | -     |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|February-2010  |  |                                 | -       |  |                               |  | -     |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 
|January-2010   |  |                                 | -       |  |                               |  | -     |                                                                                        |  |  | Not Specified                                                             |  |  |  | Not Specified | 



|(1) | May differ from total number of shares purchased as they do not include all shares acquired from employees under the stock ownership program.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



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Common Shares Repurchases



|               |  |                                |        |  |                             |  |       |                                                                                  |  |  |                                                                         |  |  |  |               | 
|-------------- |  | ------------------------------ | ------ |  | --------------------------- |  | ----- | -------------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------- |  |  |  | ------------- | 
|Month          |  | Total Numberof SharesPurchased |        |  | Average PricePaid per Share |  |       | Total number ofshares purchased aspart of publiclyannounced plans
orprograms (1) |  |  | Maximum number ofshares that may bepurchased under theplans or
programs | 
|December-2012  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|November-2012  |  |                                | 975    |  |                             |  | 68.71 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|October-2012   |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|September-2012 |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|August-2012    |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|July-2012      |  |                                | 1,104  |  |                             |  | 14.06 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|June-2012      |  |                                | 980    |  |                             |  | 61.96 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|May-2012       |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|April-2012     |  |                                | 1,865  |  |                             |  | 39.33 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|March-2012     |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|February-2012  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|January-2012   |  |                                | 6,255  |  |                             |  | 12.14 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|December-2011  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|November-2011  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|October-2011   |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|September-2011 |  |                                | 11,685 |  |                             |  | 30.94 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|August-2011    |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|July-2011      |  |                                | 82,385 |  |                             |  | 42.76 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|June-2011      |  |                                | 7,000  |  |                             |  | 42.68 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|May-2011       |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|April-2011     |  |                                | 1,865  |  |                             |  | 39.33 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|March-2011     |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|February-2011  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|January-2011   |  |                                | 6,255  |  |                             |  | 12.14 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|December-2010  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|November-2010  |  |                                | 8,125  |  |                             |  | 21.34 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|October-2010   |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|September-2010 |  |                                | 335    |  |                             |  | 33.57 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|August-2010    |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|July-2010      |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|June-2010      |  |                                | 2,690  |  |                             |  | 31.21 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|May-2010       |  |                                | 10,675 |  |                             |  | 11.88 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|April-2010     |  |                                | 3,500  |  |                             |  | 11.45 |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|March-2010     |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|February-2010  |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 
|January-2010   |  |                                | -      |  |                             |  | -     |                                                                                  |  |  | Not Specified                                                           |  |  |  | Not Specified | 



|(1) | May differ from total number of shares purchased as they do not include all shares acquired from employees under the stock ownership program.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
|--------- | --------------------------------------------

Not Applicable.



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|ITEM 16G. | CORPORATE GOVERNANCE
|--------- | --------------------

The principal differences between the NYSE corporate governance standards and our corporate governance practices are referred to in
Item 6C. Differences Between the United States and the Brazilian Corporate Governance Practices.



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|ITEM 16H. | MINE SAFETY DISCLOSURE
|--------- | ----------------------

Not Applicable.



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|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

See next page.



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Report of Independent Registered

Public Accounting Firm

To the Board of Directors and Shareholders

Companhia de Bebidas das
Américas  Ambev

In our opinion, the accompanying consolidated balance sheets and the related consolidated income
statement, statements of comprehensive income, statements of changes in equity and cash flow statements present fairly, in all material respects, the financial position of Companhia de Bebidas das Américas  Ambev and its subsidiaries at
December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years ended December 31, 2012 in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial
statements and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.

A Companys internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

São Paulo  Brazil

March 5, 2013



|                          
|--------------------------
|/s/ PricewaterhouseCoopers
|PricewaterhouseCoopers    
|Auditores Independentes   



F-1



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##### Table of Contents

Consolidated Income Statements

Years ended December 31, 2012, 2011 and 2010

(Expressed in millions of Brazilian Reais)



|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|------------------------------------------- |  | ---- |  | ---- | --------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                            |  | Note |  | 2012 |           |   | 2011 |  |          | 2010 | 
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Net sales                                   |  | 6    |  |      | 32,231.0  |   |      |  | 27,126.7 |      |  |  | 25,233.3 |  
|Cost of sales                               |  |      |  |      | (10,291.5 | ) |      |  | (8,793.3 | )    |  |  | (8,449.0 | )
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Gross profit                                |  |      |  |      | 21,939.5  |   |      |  | 18,333.4 |      |  |  | 16,784.3 |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Sales and marketing expenses                |  |      |  |      | (7,346.6  | ) |      |  | (6,251.0 | )    |  |  | (6,038.5 | )
|Administrative expenses                     |  |      |  |      | (1,546.5  | ) |      |  | (1,180.6 | )    |  |  | (1,197.0 | )
|Other operating income/(expenses)           |  | 7    |  |      | 864.0     |   |      |  | 784.5    |      |  |  | 624.9    |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Income from operations before special items |  |      |  |      | 13,910.4  |   |      |  | 11,686.3 |      |  |  | 10,173.7 |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Special items                               |  | 8    |  |      | (50.4     | ) |      |  | 23.1     |      |  |  | (150.8   | )
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Income from operations                      |  |      |  |      | 13,860.0  |   |      |  | 11,709.4 |      |  |  | 10,022.9 |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Finance cost                                |  | 11   |  |      | (1,474.4  | ) |      |  | (1,233.7 | )    |  |  | (1,104.3 | )
|Finance income                              |  | 11   |  |      | 661.6     |   |      |  | 765.6    |      |  |  | 784.9    |  
|Net finance cost                            |  |      |  |      | (812.8    | ) |      |  | (468.1   | )    |  |  | (319.4   | )
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Share of results of associates              |  |      |  |      | 0.5       |   |      |  | 0.5      |      |  |  | 0.2      |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Income before income tax                    |  |      |  |      | 13,047.7  |   |      |  | 11,241.8 |      |  |  | 9,703.7  |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Income tax expense                          |  | 12   |  |      | (2,405.1  | ) |      |  | (2,522.0 | )    |  |  | (2,084.5 | )
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Net income                                  |  |      |  |      | 10,642.6  |   |      |  | 8,719.8  |      |  |  | 7,619.2  |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Attributable to:                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Equity holders of Ambev                     |  |      |  |      | 10,508.1  |   |      |  | 8,641.0  |      |  |  | 7,561.4  |  
|Non-controlling interests                   |  |      |  |      | 134.5     |   |      |  | 78.8     |      |  |  | 57.8     |  
|                                            |  |      |  |      |           |   |      |  |          |      |  |  |          |  
|Basic earnings per share  preferred        |  |      |  |      | 3.55      |   |      |  | 2.93     |      |  |  | 2.58     |  
|Diluted earnings per share  preferred      |  |      |  |      | 3.53      |   |      |  | 2.91     |      |  |  | 2.57     |  
|Basic earnings per share  common           |  |      |  |      | 3.22      |   |      |  | 2.66     |      |  |  | 2.34     |  
|Diluted earnings per share  common         |  |      |  |      | 3.21      |   |      |  | 2.65     |      |  |  | 2.33     |  

The accompanying notes are an integral part of the consolidated financial statements.



F-2



---

##### Table of Contents

Consolidated Statements of Comprehensive Income

Years ended December 31, 2012, 2011 and 2010

(Expressed in millions of Brazilian Reais)



|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|--------------------------------------------------------------------------- |  | ---- | -------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                                                            |  | 2012 |          |   | 2011 |  |         | 2010 | 
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|Net income                                                                  |  |      | 10,642.6 |   |      |  | 8,719.8 |      |  |  | 7,619.2 |  
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|Exchange differences on translation of foreign operations (gains/ (losses)) |  |      | 928.1    |   |      |  | 205.1   |      |  |  | (391.1  | )
|Actuarial gains and (losses)                                                |  |      | (110.0   | ) |      |  | (503.7  | )    |  |  | (234.5  | )
|Gains/losses of non-controlling interests share                             |  |      | 833.6    |   |      |  | (0.2    | )    |  |  |        |  
|Cash flow hedges  gains / (losses)                                         |  |      |          |   |      |  |         |      |  |  |         |  
|Recognized in Equity (cash flow hedge)                                      |  |      | 488.8    |   |      |  | 185.6   |      |  |  | 96.8    |  
|Removed from Equity and included in profit or loss                          |  |      | (329.4   | ) |      |  | (188.1  | )    |  |  | (48.7   | )
|Deferred income tax variance in Equity and other changes                    |  |      | (119.0   | ) |      |  | (82.4   | )    |  |  | 95.6    |  
|Total cash flow hedges                                                      |  |      | 40.4     |   |      |  | (84.9   | )    |  |  | 143.7   |  
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|Net income (loss) recognized directly in Equity                             |  |      | 1,692.1  |   |      |  | (383.7  | )    |  |  | (481.9  | )
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|Total comprehensive income                                                  |  |      | 12,334.7 |   |      |  | 8,336.1 |      |  |  | 7,137.3 |  
|                                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|Attributable to:                                                            |  |      |          |   |      |  |         |      |  |  |         |  
|Equity holders of Ambev                                                     |  |      | 11,464.4 |   |      |  | 8,258.1 |      |  |  | 7,127.8 |  
|Non-controlling interests                                                   |  |      | 870.3    |   |      |  | 78.0    |      |  |  | 9.5     |  

The accompanying notes are an integral part of the consolidated financial statements.



F-3



---

##### Table of Contents

Consolidated Balance Sheets

As at December 31, 2012 and 2011

(Expressed in millions of Brazilian Reais)



|                              |  |      |  |      |          |  |      |  |          | 
|----------------------------- |  | ---- |  | ---- | -------- |  | ---- |  | -------- | 
|Assets                        |  | Note |  | 2012 |          |  | 2011 | 
|                              |  |      |  |      |          |  |      |  |          | 
|Non-current assets            |  |      |  |      |          |  |      |  |          | 
|Property, plant and equipment |  | 13   |  |      | 11,412.3 |  |      |  | 9,265.2  | 
|Goodwill                      |  | 14   |  |      | 19,971.5 |  |      |  | 17,454.0 | 
|Intangible assets             |  | 15   |  |      | 2,935.4  |  |      |  | 1,763.0  | 
|Investments in associates     |  |      |  |      | 24.0     |  |      |  | 21.7     | 
|Investment securities         |  | 16   |  |      | 249.4    |  |      |  | 242.1    | 
|Deferred tax assets           |  | 17   |  |      | 1,418.5  |  |      |  | 1,447.1  | 
|Employee benefits             |  | 23   |  |      | 25.5     |  |      |  | 18.5     | 
|Taxes receivable              |  |      |  |      | 12.3     |  |      |  | 16.3     | 
|Trade and other receivables   |  | 19   |  |      | 1,855.0  |  |      |  | 1,232.0  | 
|                              |  |      |  |      |          |  |      |  |          | 
|                              |  |      |  |      | 37,903.9 |  |      |  | 31,459.9 | 
|                              |  |      |  |      |          |  |      |  |          | 
|Current assets                |  |      |  |      |          |  |      |  |          | 
|Investment securities         |  | 16   |  |      | 476.6    |  |      |  | 193.4    | 
|Inventories                   |  | 18   |  |      | 2,466.3  |  |      |  | 2,238.5  | 
|Taxes receivable              |  |      |  |      | 114.5    |  |      |  | 291.3    | 
|Trade and other receivables   |  | 19   |  |      | 4,268.3  |  |      |  | 3,879.6  | 
|Cash and cash equivalents     |  | 20   |  |      | 8,926.2  |  |      |  | 8,076.2  | 
|Assets held for sale          |  |      |  |      | 4.1      |  |      |  | 0.4      | 
|                              |  |      |  |      |          |  |      |  |          | 
|                              |  |      |  |      | 16,256.0 |  |      |  | 14,679.4 | 
|                              |  |      |  |      |          |  |      |  |          | 
|                              |  |      |  |      |          |  |      |  |          | 
|Total assets                  |  |      |  |      | 54,159.9 |  |      |  | 46,139.3 | 

The accompanying notes are an integral part of the consolidated financial statements.



F-4



---

##### Table of Contents

Consolidated Balance Sheets (continued)

As at December 31, 2012 and 2011

(Expressed in millions of Brazilian Reais)



|                                               |  |      |  |      |          |  |      |  |          | 
|---------------------------------------------- |  | ---- |  | ---- | -------- |  | ---- |  | -------- | 
|Equity and Liabilities                         |  | Note |  | 2012 |          |  | 2011 | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Equity                                         |  | 21   |  |      |          |  |      |  |          | 
|Issued capital                                 |  |      |  |      | 12,187.3 |  |      |  | 8,303.9  | 
|Reserves                                       |  |      |  |      | 16,676.4 |  |      |  | 17,307.4 | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Equity attributable to equity holders of Ambev |  |      |  |      | 28,863.7 |  |      |  | 25,611.3 | 
|Non-controlling interests                      |  |      |  |      | 1,060.1  |  |      |  | 217.5    | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Total Equity                                   |  |      |  |      | 29,923.8 |  |      |  | 25,828.8 | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Non-current liabilities                        |  |      |  |      |          |  |      |  |          | 
|Interest-bearing loans and borrowings          |  | 22   |  |      | 2,306.0  |  |      |  | 1,890.2  | 
|Employee benefits                              |  | 23   |  |      | 1,780.9  |  |      |  | 1,602.9  | 
|Deferred tax liabilities                       |  | 17   |  |      | 1,048.3  |  |      |  | 734.5    | 
|Trade and other payables                       |  | 25   |  |      | 3,064.0  |  |      |  | 1,196.6  | 
|Provisions                                     |  | 26   |  |      | 518.1    |  |      |  | 478.4    | 
|                                               |  |      |  |      |          |  |      |  |          | 
|                                               |  |      |  |      | 8,717.3  |  |      |  | 5,902.6  | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Current liabilities                            |  |      |  |      |          |  |      |  |          | 
|Bank overdrafts                                |  | 20   |  |      | 0.1      |  |      |  | 12.3     | 
|Interest-bearing loans and borrowings          |  | 22   |  |      | 837.8    |  |      |  | 2,212.1  | 
|Income tax and social contribution payable     |  |      |  |      | 972.6    |  |      |  | 793.9    | 
|Trade and other payables                       |  | 25   |  |      | 13,570.8 |  |      |  | 11,288.0 | 
|Provisions                                     |  | 26   |  |      | 137.5    |  |      |  | 101.6    | 
|                                               |  |      |  |      |          |  |      |  |          | 
|                                               |  |      |  |      | 15,518.8 |  |      |  | 14,407.9 | 
|                                               |  |      |  |      |          |  |      |  |          | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Total liabilities                              |  |      |  |      | 24,236.1 |  |      |  | 20,310.5 | 
|                                               |  |      |  |      |          |  |      |  |          | 
|                                               |  |      |  |      |          |  |      |  |          | 
|Total equity and liabilities                   |  |      |  |      | 54,159.9 |  |      |  | 46,139.3 | 
|                                               |  |      |  |      |          |  |      |  |          | 

The accompanying notes are an integral part of the consolidated financial statements.



F-5



---

##### Table of Contents

Consolidated Statements of Changes in Equity

(Expressed in millions of Brazilian Reais)



|                                                   |  |                                         |          |  |                 |  |          |                  |  |  |                  |   |  |                          |          |   |       |  |          |                           |  |  |             |   |  |  |         |   |  |  |          |  
|-------------------------------------------------- |  | --------------------------------------- | -------- |  | --------------- |  | -------- | ---------------- |  |  | ---------------- | - |  | ------------------------ | -------- | - | ----- |  | -------- | ------------------------- |  |  | ----------- | - |  |  | ------- | - |  |  | -------- | -
|                                                   |  | Attributable to equity holders of Ambev |         
|                                                   |  | Capital                                 |          |  | Capitalreserves |  |          | Netincomereserve |  |  | Retainedearnings |   |  | Othercomprehensiveincome |          |   | Total |  |          | Non-
controllinginterests |  |  | Totalequity |  
|At January 1, 2012                                 |  |                                         | 8,303.9  |  |                 |  | 7,030.0  |                  |  |  | 12,581.2         |   |  |                          |         |   |       |  | (2,303.8 | )                         |  |  | 25,611.3    |   |  |  | 217.5   |   |  |  | 25,828.8 |  
|                                                   |  |                                         |          |  |                 |  |          |                  |  |  |                  |   |  |                          |          |   |       |  |          |                           |  |  |             |   |  |  |         |   |  |  |          |  
|Net income                                         |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          | 10,508.1 |   |       |  |         |                           |  |  | 10,508.1    |   |  |  | 134.5   |   |  |  | 10,642.6 |  
|Other comprehensive income:                        |  |                                         |          |  |                 |  |          |                  |  |  |                  |   |  |                          |          |   |       |  |          |                           |  |  |             |   |  |  |         |   |  |  |          |  
|Translation reserves  gains / (losses)            |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          |         |   |       |  | 877.2    |                           |  |  | 877.2       |   |  |  | 50.9    |   |  |  | 928.1    |  
|Cash flow hedges  gains / (losses)                |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          |         |   |       |  | 40.6     |                           |  |  | 40.6        |   |  |  | (0.2    | ) |  |  | 40.4     |  
|Gains/(losses) of non- controlling interests share |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          |         |   |       |  | 149.4    |                           |  |  | 149.4       |   |  |  | 684.2   |   |  |  | 833.6    |  
|Actuarial gain / (losses)                          |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          |         |   |       |  | (110.9   | )                         |  |  | (110.9      | ) |  |  | 0.9     |   |  |  | (110.0   | )
|Total Comprehensive income                         |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          | 10,508.1 |   |       |  | 956.3    |                           |  |  | 11,464.4    |   |  |  | 870.3   |   |  |  | 12,334.7 |  
|Shares issued                                      |  |                                         | 3,883.4  |  |                 |  | (381.4   | )                |  |  | (3,291.9         | ) |  |                          |         |   |       |  |         |                           |  |  | 210.1       |   |  |  |        |   |  |  | 210.1    |  
|Put option of a subsidiary interest                |  |                                         |         |  |                 |  | (1,980.9 | )                |  |  |                 |   |  |                          |         |   |       |  |         |                           |  |  | (1,980.9    | ) |  |  |        |   |  |  | (1,980.9 | )
|Dividends                                          |  |                                         |         |  |                 |  |         |                  |  |  | (681.4           | ) |  |                          | (4,177.3 | ) |       |  |         |                           |  |  | (4,858.7    | ) |  |  | (27.7   | ) |  |  | (4,886.4 | )
|Interest on capital                                |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          | (1,694.3 | ) |       |  |         |                           |  |  | (1,694.3    | ) |  |  |        |   |  |  | (1,694.3 | )
|Share-based payment                                |  |                                         |         |  |                 |  | 130.8    |                  |  |  |                 |   |  |                          |         |   |       |  |         |                           |  |  | 130.8       |   |  |  |        |   |  |  | 130.8    |  
|Reserves destination:                              |  |                                         |          |  |                 |  |          |                  |  |  |                  |   |  |                          |          |   |       |  |          |                           |  |  |             |   |  |  |         |   |  |  |          |  
|Fiscal incentive                                   |  |                                         |         |  |                 |  |         |                  |  |  | 396.3            |   |  |                          | (396.3   | ) |       |  |         |                           |  |  |            |   |  |  |        |   |  |  |         |  
|Investments reserve                                |  |                                         |         |  |                 |  |         |                  |  |  | 2,396.7          |   |  |                          | (2,396.7 | ) |       |  |         |                           |  |  |            |   |  |  |        |   |  |  |         |  
|Additional dividends                               |  |                                         |         |  |                 |  |         |                  |  |  | 1,854.1          |   |  |                          | (1,854.1 | ) |       |  |         |                           |  |  |            |   |  |  |        |   |  |  |         |  
|Treasury shares                                    |  |                                         |         |  |                 |  | (30.8    | )                |  |  |                 |   |  |                          |         |   |       |  |         |                           |  |  | (30.8       | ) |  |  |        |   |  |  | (30.8    | )
|Share transfer receivable  Plan                   |  |                                         |         |  |                 |  | 1.2      |                  |  |  |                 |   |  |                          |         |   |       |  |         |                           |  |  | 1.2         |   |  |  |        |   |  |  | 1.2      |  
|Prescribed dividends                               |  |                                         |         |  |                 |  |         |                  |  |  |                 |   |  |                          | 10.6     |   |       |  |         |                           |  |  | 10.6        |   |  |  |        |   |  |  | 10.6     |  
|                                                   |  |                                         |          |  |                 |  |          |                  |  |  |                  |   |  |                          |          |   |       |  |          |                           |  |  |             |   |  |  |         |   |  |  |          |  
|At December 31, 2012                               |  |                                         | 12,187.3 |  |                 |  | 4,768.9  |                  |  |  | 13,255.0         |   |  |                          |         |   |       |  | (1,347.5 | )                         |  |  | 28,863.7    |   |  |  | 1,060.1 |   |  |  | 29,923.8 |  

The accompanying notes are an integral part of the consolidated financial statements.



F-6



---

##### Table of Contents

Consolidated Statements of Changes in Equity (continued)

(Expressed in millions of Brazilian Reais)



|                                                             |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|------------------------------------------------------------ |  | --------------------------------------- | ------- |  | --------------- |  | ------- | ---------------- |  |  | ---------------- | - |  | ------------------------- | -------- | - | ----- |  | -------- | -------------------------- |  |  | ----------- | - |  |  | ----- | - |  |  | -------- | -
|                                                             |  | Attributable to equity holders of Ambev |        
|                                                             |  | Capital                                 |         |  | Capitalreserves |  |         | Netincomereserve |  |  | Retainedearnings |   |  | Other
comprehensiveincome |          |   | Total |  |          | Non-
controlling
interests |  |  | Totalequity |  
|At January 1, 2011                                           |  |                                         | 7,613.8 |  |                 |  | 7,417.5 |                  |  |  | 11,251.5         |   |  |                           |         |   |       |  | (1,920.9 | )                          |  |  | 24,361.9    |   |  |  | 203.0 |   |  |  | 24,564.9 |  
|                                                             |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|Net income                                                   |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           | 8,641.0  |   |       |  |         |                            |  |  | 8,641.0     |   |  |  | 78.8  |   |  |  | 8,719.8  |  
|Other comprehensive income:                                  |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|Translation reserves  gains / (losses)                      |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | 204.2    |                            |  |  | 204.2       |   |  |  | 0.9   |   |  |  | 205.1    |  
|Cash flow hedges  gains / (losses)                          |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | (84.9    | )                          |  |  | (84.9       | ) |  |  |      |   |  |  | (84.9    | )
|Gains/losses of non-controlling interests share              |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | 1.5      |                            |  |  | 1.5         |   |  |  | (1.7  | ) |  |  | (0.2     | )
|Actuarial gain / (losses)                                    |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | (503.7   | )                          |  |  | (503.7      | ) |  |  |      |   |  |  | (503.7   | )
|Total Comprehensive income                                   |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           | 8,641.0  |   |       |  | (382.9   | )                          |  |  | 8,258.1     |   |  |  | 78.0  |   |  |  | 8,336.1  |  
|Shares issued                                                |  |                                         | 690.1   |  |                 |  | (469.4  | )                |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 220.7       |   |  |  |      |   |  |  | 220.7    |  
|Dividends                                                    |  |                                         |        |  |                 |  |        |                  |  |  | (4,290.3         | ) |  |                           | (1,967.3 | ) |       |  |         |                            |  |  | (6,257.6    | ) |  |  | (53.4 | ) |  |  | (6,311.0 | )
|Interest on capital                                          |  |                                         |        |  |                 |  |        |                  |  |  | (1,064.1         | ) |  |                           |         |   |       |  |         |                            |  |  | (1,064.1    | ) |  |  |      |   |  |  | (1,064.1 | )
|Share-based payment                                          |  |                                         |        |  |                 |  | 118.4   |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 118.4       |   |  |  |      |   |  |  | 118.4    |  
|Reserves destination:                                        |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|Fiscal incentive                                             |  |                                         |        |  |                 |  |        |                  |  |  | 369.6            |   |  |                           | (369.6   | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Investments reserve                                          |  |                                         |        |  |                 |  |        |                  |  |  | 5,616.6          |   |  |                           | (5,616.6 | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Additional dividends                                         |  |                                         |        |  |                 |  |        |                  |  |  | 697.9            |   |  |                           | (697.9   | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Treasury shares                                              |  |                                         |        |  |                 |  | (37.5   | )                |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | (37.5       | ) |  |  |      |   |  |  | (37.5    | )
|Share transfer receivable  Plan                             |  |                                         |        |  |                 |  | 1.0     |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 1.0         |   |  |  |      |   |  |  | 1.0      |  
|Capital reduction in subsidiaries by minorities shareholders |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  |            |   |  |  | (10.1 | ) |  |  | (10.1    | )
|Prescribed dividends                                         |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           | 10.4     |   |       |  |         |                            |  |  | 10.4        |   |  |  |      |   |  |  | 10.4     |  
|                                                             |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|At December 31, 2011                                         |  |                                         | 8,303.9 |  |                 |  | 7,030.0 |                  |  |  | 12,581.2         |   |  |                           |         |   |       |  | (2,303.8 | )                          |  |  | 25,611.3    |   |  |  | 217.5 |   |  |  | 25,828.8 |  

The accompanying notes are an integral part of the consolidated financial statements.



F-7



---

##### Table of Contents

Consolidated Statements of Changes in Equity (continued)

(Expressed in millions of Brazilian Reais)



|                                                |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|----------------------------------------------- |  | --------------------------------------- | ------- |  | --------------- |  | ------- | ---------------- |  |  | ---------------- | - |  | ------------------------- | -------- | - | ----- |  | -------- | -------------------------- |  |  | ----------- | - |  |  | ----- | - |  |  | -------- | -
|                                                |  | Attributable to equity holders of Ambev |        
|                                                |  | Capital                                 |         |  | Capitalreserves |  |         | Netincomereserve |  |  | Retainedearnings |   |  | Other
comprehensiveincome |          |   | Total |  |          | Non-
controlling
interests |  |  | Totalequity |  
|At January 1, 2010                              |  |                                         | 6,832.1 |  |                 |  | 7,771.3 |                  |  |  | 4,771.2          |   |  |                           | 4,130.1  |   |       |  | (1,487.3 | )                          |  |  | 22,017.4    |   |  |  | 278.7 |   |  |  | 22,296.1 |  
|                                                |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|Net income                                      |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           | 7,561.4  |   |       |  |         |                            |  |  | 7,561.4     |   |  |  | 57.8  |   |  |  | 7,619.2  |  
|Other comprehensive income:                     |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|Translation reserves  gains / (losses)         |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | (344.3   | )                          |  |  | (344.3      | ) |  |  | (46.8 | ) |  |  | (391.1   | )
|Cash flow hedges  gains / (losses)             |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | 145.2    |                            |  |  | 145.2       |   |  |  | (1.5  | ) |  |  | 143.7    |  
|Gains/losses of non-controlling interests share |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Actuarial gain / (losses)                       |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           |         |   |       |  | (234.5   | )                          |  |  | (234.5      | ) |  |  |      |   |  |  | (234.5   | )
|Total Comprehensive income                      |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           | 7,561.4  |   |       |  | (433.6   | )                          |  |  | 7,127.8     |   |  |  | 9.5   |   |  |  | 7,137.3  |  
|Shares issued                                   |  |                                         | 781.7   |  |                 |  | (535.3  | )                |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 246.4       |   |  |  | 77.6  |   |  |  | 324.0    |  
|Share premium                                   |  |                                         |        |  |                 |  | 8.3     |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 8.3         |   |  |  |      |   |  |  | 8.3      |  
|Dividends                                       |  |                                         |        |  |                 |  |        |                  |  |  | (707.8           | ) |  |                           | (3,213.1 | ) |       |  |         |                            |  |  | (3,920.9    | ) |  |  | (70.7 | ) |  |  | (3,991.6 | )
|Interest on capital                             |  |                                         |        |  |                 |  |        |                  |  |  | (289.5           | ) |  |                           | (868.9   | ) |       |  |         |                            |  |  | (1,158.4    | ) |  |  |      |   |  |  | (1,158.4 | )
|Share-based payment                             |  |                                         |        |  |                 |  | 98.2    |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 98.2        |   |  |  |      |   |  |  | 98.2     |  
|Reserves destination:                           |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|Fiscal incentive                                |  |                                         |        |  |                 |  |        |                  |  |  | 310.5            |   |  |                           | (310.5   | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Investments reserve                             |  |                                         |        |  |                 |  |        |                  |  |  | 2,876.8          |   |  |                           | (2,876.8 | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Additional dividends                            |  |                                         |        |  |                 |  |        |                  |  |  | 4,290.3          |   |  |                           | (4,290.3 | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Treasury shares                                 |  |                                         |        |  |                 |  | 40.1    |                  |  |  |                 |   |  |                           |         |   |       |  |         |                            |  |  | 40.1        |   |  |  |      |   |  |  | 40.1     |  
|Share transfer receivable  Plan                |  |                                         |        |  |                 |  | 19.1    |                  |  |  |                 |   |  |                           | (19.1    | ) |       |  |         |                            |  |  |            |   |  |  |      |   |  |  |         |  
|Restructuring                                   |  |                                         |        |  |                 |  |        |                  |  |  |                 |   |  |                           | (50.2    | ) |       |  |         |                            |  |  | (50.2       | ) |  |  | (87.5 | ) |  |  | (137.7   | )
|Others                                          |  |                                         |        |  |                 |  | 15.8    |                  |  |  |                 |   |  |                           | (62.6    | ) |       |  |         |                            |  |  | (46.8       | ) |  |  | (4.6  | ) |  |  | (51.4    | )
|                                                |  |                                         |         |  |                 |  |         |                  |  |  |                  |   |  |                           |          |   |       |  |          |                            |  |  |             |   |  |  |       |   |  |  |          |  
|At December 31, 2010                            |  |                                         | 7,613.8 |  |                 |  | 7,417.5 |                  |  |  | 11,251.5         |   |  |                           |         |   |       |  | (1,920.9 | )                          |  |  | 24,361.9    |   |  |  | 203.0 |   |  |  | 24,564.9 |  

The accompanying notes are an integral part of the consolidated financial statements.



F-8



---

##### Table of Contents

Consolidated Cash Flow Statements

Years ended December 31, 2012, 2011 and 2010

(Expressed in millions of Brazilian Reais)



|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|------------------------------------------------------------------------------------------- |  | ---- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                                                                            |  | Note |  | 2012 |          |   | 2011 |  |          | 2010 | 
|Net income                                                                                  |  |      |  |      | 10,642.6 |   |      |  | 8,719.8  |      |  |  | 7,619.2  |  
|Depreciation, amortization and impairment                                                   |  |      |  |      | 1,768.6  |   |      |  | 1,454.7  |      |  |  | 1,567.2  |  
|Impairment losses on receivables and inventories                                            |  |      |  |      | 127.0    |   |      |  | 72.8     |      |  |  | 137.7    |  
|Additions in provisions and employee benefits                                               |  |      |  |      | 113.9    |   |      |  | 40.2     |      |  |  | 111.8    |  
|Net finance cost                                                                            |  | 16   |  |      | 812.8    |   |      |  | 468.1    |      |  |  | 319.4    |  
|Gain on sale of property, plant and equipment and intangible assets                         |  |      |  |      | (36.8    | ) |      |  | (23.8    | )    |  |  | (9.9     | )
|Loss/(gain) on assets held for sale                                                         |  |      |  |      | 3.7      |   |      |  | (36.4    | )    |  |  | (11.0    | )
|Equity-settled share-based payment expense                                                  |  | 18   |  |      | 144.6    |   |      |  | 122.3    |      |  |  | 120.3    |  
|Income tax expense                                                                          |  | 17   |  |      | 2,405.1  |   |      |  | 2,522.0  |      |  |  | 2,084.4  |  
|Share of result of associates                                                               |  |      |  |      | (0.5     | ) |      |  | (0.5     | )    |  |  | (0.2     | )
|Other non-cash items included in the profit                                                 |  |      |  |      | (223.0   | ) |      |  | (148.8   | )    |  |  | 62.3     |  
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Cash flow from operating activities before changes in working capital and use of provisions |  |      |  |      | 15,758.0 |   |      |  | 13,190.4 |      |  |  | 12,001.2 |  
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Increase in trade and other receivables                                                     |  |      |  |      | (338.5   | ) |      |  | (421.9   | )    |  |  | (427.7   | )
|Increase in inventories                                                                     |  |      |  |      | (196.3   | ) |      |  | (289.8   | )    |  |  | (584.1   | )
|Increase in trade and other payables                                                        |  |      |  |      | 550.9    |   |      |  | 1,307.1  |      |  |  | 567.0    |  
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Cash generated from operations                                                              |  |      |  |      | 15,774.1 |   |      |  | 13,785.8 |      |  |  | 11,556.4 |  
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Interest paid                                                                               |  |      |  |      | (486.4   | ) |      |  | (414.2   | )    |  |  | (674.4   | )
|Interest received                                                                           |  |      |  |      | 445.3    |   |      |  | 445.1    |      |  |  | 306.8    |  
|Income tax paid                                                                             |  |      |  |      | (1,604.4 | ) |      |  | (1,209.9 | )    |  |  | (1,125.9 | )
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Cash flow from operating activities                                                         |  |      |  |      | 14,128.6 |   |      |  | 12,606.8 |      |  |  | 10,062.9 |  
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Proceeds from sale of property, plant and equipment and intangible assets                   |  |      |  |      | 122.8    |   |      |  | 71.6     |      |  |  | 72.1     |  
|Acquisition of property, plant and equipment and intangible assets                          |  | 7    |  |      | (3,014.1 | ) |      |  | (3,200.2 | )    |  |  | (2,286.8 | )
|Disposal of subsidiaries, net of cash disposal                                              |  |      |  |      |         |   |      |  |         |      |  |  | (18.7    | )
|Acquisition of subsidiaries, net of cash acquired                                           |  | 5    |  |      | (2,537.0 | ) |      |  |         |      |  |  |         |  
|Investment in short term debt securities and net proceeds/(acquisition) of debt securities  |  |      |  |      | (272.4   | ) |      |  | 870.2    |      |  |  | (962.2   | )
|Net proceeds/(acquisition) of other assets                                                  |  |      |  |      | (16.6    | ) |      |  | 55.0     |      |  |  | 19.8     |  
|Repayments of loans granted                                                                 |  |      |  |      |         |   |      |  |         |      |  |  | 1.5      |  
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Cash flow from investing activities                                                         |  |      |  |      | (5,717.3 | ) |      |  | (2,203.4 | )    |  |  | (3,174.3 | )
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Capital increase                                                                            |  | 11   |  |      | 210.1    |   |      |  | 220.9    |      |  |  | 246.4    |  
|Capital increase of non-controlling interests                                               |  |      |  |      |         |   |      |  | (10.2    | )    |  |  | 77.6     |  
|Share premium                                                                               |  |      |  |      |         |   |      |  |         |      |  |  | 8.3      |  
|Proceeds from borrowings                                                                    |  |      |  |      | 1,470.2  |   |      |  | 1,555.6  |      |  |  | 1,056.3  |  
|Proceeds/repurchase of treasury shares                                                      |  | 11   |  |      | (30.4    | ) |      |  | (31.1    | )    |  |  | 16.7     |  
|Repayment of borrowings                                                                     |  |      |  |      | (3,198.5 | ) |      |  | (4,223.0 | )    |  |  | (1,252.7 | )
|Cash net of finance costs other than interests                                              |  |      |  |      | (645.5   | ) |      |  | (681.7   | )    |  |  | 23.3     |  
|Payment of finance lease liabilities                                                        |  |      |  |      | (8.1     | ) |      |  | (7.1     | )    |  |  | (6.7     | )
|Dividends paid                                                                              |  |      |  |      | (5,450.1 | ) |      |  | (5,475.4 | )    |  |  | (5,030.8 | )
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Cash flow from financing activities                                                         |  |      |  |      | (7,652.3 | ) |      |  | (8,652.0 | )    |  |  | (4,861.6 | )
|                                                                                            |  |      |  |      |          |   |      |  |          |      |  |  |          |  
|Net increase/(decrease) in cash and cash equivalents                                        |  |      |  |      | 759.0    |   |      |  | 1,751.4  |      |  |  | 2,027.0  |  
|Cash and cash equivalents less bank overdrafts at beginning of year                         |  |      |  |      | 8,063.9  |   |      |  | 5,908.3  |      |  |  | 4,024.3  |  
|Effect of exchange rate fluctuations                                                        |  |      |  |      | 103.2    |   |      |  | 404.2    |      |  |  | (143.0   | )
|Cash and cash equivalents less bank overdrafts at end of year                               |  | 20   |  |      | 8,926.1  |   |      |  | 8,063.9  |      |  |  | 5,908.3  |  

The accompanying notes are an integral part of the consolidated financial statements.



F-9



---

##### Table of Contents

Notes to the consolidated financial statements:



|                                                                                               
|-----------------------------------------------------------------------------------------------
|1       Corporate
information                                                                  
|2       Statement of
compliance                                                                
|3       Summary of significant
accounting policies                                             
|4       Segment
reporting                                                                      
|5       Acquisition and disposals of
subsidiaries                                              
|6       Net sales                                                                              
|7       Other operating
income/(expenses)                                                      
|8       Special
items                                                                          
|9       Payroll and related
benefits                                                           
|10     Additional information on operating
expenses by nature                                  
|11     Finance cost and
income                                                                 
|12     Income tax and social
contribution                                                      
|13     Property, plant and
equipment                                                           
|14     Goodwill                                                                                
|15     Intangible assets                                                                       
|16     Investment
securities                                                                   
|17     Deferred income tax and social
contribution                                             
|18     Inventories                                                                             
|19     Trade and other
receivables                                                             
|20     Cash and cash
equivalents                                                               
|21     Changes in equity                                                                       
|22     Interest-bearing loans and
borrowings                                                   
|23     Employee benefits                                                                       
|24     Share-based payments                                                                    
|25     Trade and other
payables                                                                
|26     Provisions                                                                              
|27     Financial instruments and
risks                                                         
|28     Operating leases                                                                        
|29     Collateral and contractual commitments
with suppliers, advances from customers and other
|30     Contingencies                                                                           
|31     Related parties                                                                         
|32     Group companies                                                                         
|33     Insurance                                                                               
|34     Events after the balance sheet
date                                                     



F-10



---

##### Table of Contents

1. CORPORATE INFORMATION

Companhia de Bebidas das Américas  Ambev (hereinafter referred to as we, the Company or
Ambev), headquartered in São Paulo, Brazil; produces and sells beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, either directly or by participating in other Brazilian-domiciled companies and
elsewhere in the Americas.

The Company has an agreement with PepsiCo International, Inc. (PepsiCo) to bottle, sell and
distribute Pepsi products in Brazil and in other Latin American countries, including Pepsi Cola, 7Up, Lipton Ice Tea, Gatorade and H2OH!.

The Company has a licensing agreement with Anheuser-Busch, Inc., to produce, bottle, sell and distribute Budweiser products in Brazil, Canada,
Ecuador, Guatemala, Dominican Republic and Paraguay. Additionally, the Company and certain of its subsidiaries produce and distribute Stella Artois under license to Anheuser-Busch InBev S.A./N.V. (AB InBev) in Brazil, Canada, Argentina
and other countries and, by means of a license granted to AB InBev, the latter distributes Brahmas product in some countries of Europe, Asia and Africa.

The Companys shares are traded on the Brazilian Stock Exchange  BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros and
on the New York Stock Exchange  NYSE, in the form of American Depositary Receipts  ADRs.

Major corporate events in 2012:

The Company announced on December 7, 2012 a material fact regarding a proposed corporate restructuring to transition the Companys
current dual stock capital structure (common shares and preferred shares) to a new, singlestock capital structure comprised exclusively of voting common shares.

The purpose of the proposed corporate restructuring, that it intends to propose for deliberation by the Companys shareholders, at an
extraordinary general shareholders meeting of the Company to be convened in the first half of 2013 (the EGM), is to simplify Ambevs corporate structure and improve its corporate governance with a view to increasing liquidity
to all shareholders, eliminating certain operating and administrative costs and providing more flexibility for management of the Companys capital structure.

The proposed restructuring will be implemented by means of a stock swap merger under the Brazilian Corporations Law (the Stock Swap
Merger) according to which, as a result of an affirmative shareholder vote, all issued and outstanding shares of Ambev, including in the forms of American Depositary Receipts (ADRs) but excluding Ambev shares and ADRs held by Ambev
S.A. (formerly InBev Participações S.A.), or NewBev, a company controlled by Interbrew International B.V. (IIBV), which in turn is a subsidiary of Anheuser-Busch InBev S.A./N.V. (ABI), shall be exchanged for
newly issued common shares and ADRs of NewBev.

As a result of the Stock Swap Merger, all holders of Ambevs preferred and common
shares (including in the form of ADRs), other than NewBev, will receive newly issued common shares and, in some cases, ADRs of NewBev in exchange for their existing Ambev equity securities. For purposes of the Stock Swap Merger, equal value will be
ascribed to each common and preferred share of Ambev.

The corporate restructuring described above will also include certain preliminary
steps to the Stock Swap Merger, including the contribution to NewBev of all Ambev shares indirectly held by ABI through IIBV and AmBrew S.A. (AmBrew), which also is a subsidiary of ABI. Nonetheless, these preliminary steps will not
affect the Stock Swap Mergers exchange ratio to be proposed at the Stock Swap Merger EGM or dilute Ambevs shareholders.

On
April 13, 2012, the Company and E. León Jimenes S.A. (ELJ), which owns 83.5% of Cervecería Nacional Dominicana S.A. (CND), entered into an agreement to combine their businesses in the Caribbean area.



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Upon closing of the transaction, Ambev Brasil Bebidas S.A. (Ambev Brasil), a
closely-held subsidiary of the Company, indirectly became a shareholder, together with ELJ, in Tenedora CND S.A., a holding Company that owns the shares of CND and 100% of Ambev Dominicana S.A. (Ambev Dominicana), with Ambev Brasil
owning an indirect interest in CND. For additional details see note 5.

In March 2012, the subsidiary CRBS S.A. acquired
Lugano Distribuidora de Bebidas Ltda. (formerly Lambert & Cia. Ltda.), located in the South of Brazil.

Main
corporate event in 2010:

On October 20, 2010, Ambev and Cerveceria Regional S.A. (Cerveceria Regional)
executed a transaction pursuant to which they combined their businesses in Venezuela, whereupon Cerveceria Regional assumed an 85% interest and Ambev the remaining 15% which may be increased to 20% over the next three years.

The measurement at fair value of the retained interest, as prescribed by Amended IAS 27 Consolidated and separate financial
statements, led to the recognition of an impairment loss of R$49.6.

The consolidated financial
statements were approved by the Board of Directors on February 25th, 2013.

2. STATEMENT OF COMPLIANCE

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB).

The Company did not early adopted any
accounting requirement or pronouncement issued by IASB.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied on preparation of this Consolidated Financial Statement are defined as following below. These
policies have been consistently applied in all the periods reported.

(a) Basis of preparation and measurement

The consolidated financial statements have been prepared and are being presented in accordance with the IFRS issued by the
IASB that were in force as of December 31, 2012.

The consolidated financial statements are presented in millions of
Brazilian Reais (R$), rounded to the nearest million indicated. Depending on the applicable IFRS requirement, the measurement basis used in preparing the financial statements is historical cost, net realizable value, fair value or recoverable
amount. Whenever the IFRS provides an option between cost of acquisition and another measurement basis (e.g., systematic re-measurement), the cost approach is applied.

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts
of assets and liabilities, income and expenses. The estimates and associated assumptions are based on the historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
for decision making regarding the judgments about carrying amounts of assets and liabilities that are not readily evident from other sources. Actual results may differ from these estimates.

The estimates and assumptions are reviewed on a regular basis, being recognized in the period in which the estimate is revised if the
revision affects only that period, or recorded in current and future periods if the revision affects such periods.



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The Company believes that the following accounting policies reflect managements most
critical judgments, estimates and assumptions that are important to the understanding of its results: business combinations, intangible assets, goodwill, impairment, provisions, share-based payments, employee benefits and accounting for current and
deferred tax.

The fair value of identifiable intangible assets acquired is based on an assessment of future cash flows
discounted at present value. Subsequently, impairment analyses of goodwill and intangible assets with undefined useful lives are performed on a yearly basis, and whenever a triggering event has occurred, in order to determine whether the carrying
amount exceeds the recoverable amount.

The Company uses judgment to select a variety of methods including the discounted cash
flow method to make assumptions about the fair value of financial instruments that are mainly based on market conditions at each balance sheet date.

Actuarial assumptions are established to anticipate future events and are used for calculating pension and other post-retirement benefit expenses and other liabilities. These factors include assumptions
with respect to interest rates, expected return on plan assets, increase in health care costs, future salary increases, turnover rates, and longevity rates.

The Company is subject to income tax in numerous jurisdictions. Significant judgment is required for determining global income tax provision. There are some transactions and calculations for which the
ultimate tax determination is uncertain. Some companies of the group are involved in tax audits and local inquiries usually in relation to prior years. In assessing the amount of any income tax provisions to be recognized in the financial statements
estimates are made regarding the expected settlement of these matters. Estimates of interest and penalties on tax liabilities are also recorded. Where the final outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the current and deferred income tax assets and liabilities for the period in which such determination is made.

(b) Consolidated financial statements

Subsidiaries

Subsidiaries are those companies in which Ambev, directly or indirectly, has an interest of more than half of the voting rights or
otherwise has control, directly or indirectly, over the operations so as to obtain benefits from the companies activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The Company uses the purchase method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the
liabilities incurred and the equity interest issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration agreement when applicable. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes the non-controlling interest in the acquiree, either at fair value or at the
non-controlling interests proportionate share of the net assets acquired. The measurement of non-controlling interest to be recognized is determined for each acquisition.

The excess of the consideration transferred and the fair value at the date of acquisition of previous equity interest in the acquiree
over the fair value of the Companys share of the identifiable net assets acquired is recorded as goodwill. In acquisitions where the Company assigns fair value to the non-controlling interest, the goodwill calculation also includes the value
of any non-controlling interest in the acquiree, and the goodwill is determined by considering the participation of the Company and non-controlling interests. When the consideration transferred is less than the fair value of net assets of the
subsidiary acquired, the difference is recognized directly in income.



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Associates

Associates are those entities in which the Company has significant influence over the financial and operating policies but which it does not
control. This is generally evidenced by ownership of between 20% and 50% of the voting rights.

Jointly-controlled entities

Jointly-controlled entities are consolidated using the proportionate method. The Company consolidates the assets, the liabilities and the
income of the companies located in Brazil, Agrega Inteligência em Compras Ltda. (Agrega) and Ice Tea do Brasil Ltda. (ITB), as well as the assets, the liabilities and the income of the two distribution entities in
Canada, Brewers Retails Inc. and Brewers Distributor Ltd., in proportion to its participation in these companies.

Consolidation
process

The consolidated financial statements of our subsidiaries, jointly-controlled entities and associates are prepared for the
same reporting period as the parent Company, using consistent accounting policies.

Associates are accounted for using the equity method
of accounting, from the date that significant influence commences until the date that significant influence ceases. When associates share of losses exceeds the carrying amount of its investment, the carrying amount of the investment is reduced
to nil.

All intercompany transactions, balances and unrealized gains and losses on transactions between group companies have been
eliminated. Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of Ambevs interest in the entity. Unrealized losses are reviewed to determine that they are not an indication
of further impairment.

(c) Foreign currency transactions

Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transactions. Monetary assets and liabilities
denominated in foreign currencies are translated at the balance sheet date rate.

Non-monetary assets and liabilities denominated in
foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Brazilian Reais
(R$) at exchange rates ruling at the dates the fair value was determined. Gains and losses arising from the settlement of transactions in foreign currencies and resulting from the conversion of assets and liabilities denominated in
foreign currencies are recognized in the income statement.



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The most significant exchange rates used in the preparation of the financial statements are as
follows:



|         |  |                  |  |                                                                        |  |              |        |  |              |  |        |      |  |  |        |  |  |      |        |  |      |  |        |  |  |  |         | 
|-------- |  | ---------------- |  | ---------------------------------------------------------------------- |  | ------------ | ------ |  | ------------ |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  | ---- |  | ------ |  |  |  | ------- | 
|         |  |                  |  |                                                                        |  | Closing rate |        |  | Average rate | 
|Currency |  | Name             |  | Country                                                                |  | 2012         |        |  | 2011         |  |        | 2010 |  |  | 2012   |  |  | 2011 |        |  | 2010 | 
|CAD      |  | Canadian Dollars |  | Canada                                                                 |  |              | 2.0524 |  |              |  | 1.8366 |      |  |  | 1.6712 |  |  |      | 1.9461 |  |      |  | 1.6914 |  |  |  | 1.7114  | 
|DOP      |  | Dominican Pesos  |  | Dominican Republic                                                     |  |              | 0.0512 |  |              |  | 0.0483 |      |  |  | 0.0445 |  |  |      | 0.0497 |  |      |  | 0.0437 |  |  |  | 0.0480  | 
|USD      |  | US Dollar        |  | Ecuador, Denmark,
Luxembourg and Argentina
and Uruguay Malt operations |  |              | 2.0435 |  |              |  | 1.8758 |      |  |  | 1.6662 |  |  |      | 1.9476 |  |      |  | 1.6602 |  |  |  | 1.7679  | 
|GTQ      |  | Quetzal          |  | Guatemala                                                              |  |              | 0.2586 |  |              |  | 0.2396 |      |  |  | 0.2075 |  |  |      | 0.2488 |  |      |  | 0.2132 |  |  |  | 0.2180  | 
|PEN      |  | Novo Sol         |  | Peru                                                                   |  |              | 0.8007 |  |              |  | 0.6945 |      |  |  | 0.5940 |  |  |      | 0.7372 |  |      |  | 0.6019 |  |  |  | 0.6219  | 
|VEF      |  | Bolivar Forte    |  | Venezuela (i)                                                          |  |              | 0.4759 |  |              |  | 0.4359 |      |  |  | 0.3884 |  |  |      | 0.4543 |  |      |  | 0.3872 |  |  |  | 0.41207 | 
|ARS      |  | Argentinean Peso |  | Argentina                                                              |  |              | 0.4156 |  |              |  | 0.4359 |      |  |  | 0.4191 |  |  |      | 0.4286 |  |      |  | 0.4025 |  |  |  | 0.4481  | 
|BOB      |  | Bolivian Peso    |  | Bolivia                                                                |  |              | 0.2936 |  |              |  | 0.2695 |      |  |  | 0.2367 |  |  |      | 0.2798 |  |      |  | 0.2375 |  |  |  | 0.2495  | 
|PYG      |  | Guarani          |  | Paraguay                                                               |  |              | 0.0005 |  |              |  | 0.0004 |      |  |  | 0.0004 |  |  |      | 0.0004 |  |      |  | 0.0004 |  |  |  | 0.0004  | 
|UYU      |  | Uruguayan Peso   |  | Uruguay                                                                |  |              | 0.1053 |  |              |  | 0.0942 |      |  |  | 0.0829 |  |  |      | 0.0963 |  |      |  | 0.0856 |  |  |  | 0.0876  | 
|CLP      |  | Chilean Peso     |  | Chile                                                                  |  |              | 0.0043 |  |              |  | 0.0036 |      |  |  | 0.0036 |  |  |      | 0.0040 |  |      |  | 0.0034 |  |  |  | 0.0034  | 



|(i) | As described in note 1 the subsidiary  Brahma Venezuela was incorporated by Cerveceria Regional as part of the restructuring of operations in
that country.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

(d) Conversion of the financial statements of subsidiaries located abroad

The transactions of each subsidiary are measured using the currency of the primary economic environment in which the Company operates
(functional currency).

The income statement and cash flows for these subsidiaries are translated at average exchange rates
for the period and the changes in equity are translated at the historical exchange rates of each transaction. The translation adjustments arising from the difference between the average exchange rates and the historical rates are recorded directly
in Other comprehensive income.

Transactions and balances

The foreign exchange gains and losses related to loans and cash and cash equivalents are presented in the income statement as finance cost or
finance income.

Changes in fair value of securities in foreign currency which are classified as available for sale are separated from the
exchange rate changes related to the amortized cost of the security and other changes in the carrying value. The exchange rate changes in amortized cost are recognized in income statement whereas other changes in carrying value of the security are
recognized in equity.

The foreign exchange effects on assets and liabilities are recognized in the income statement as part of the fair
value gain or loss. The exchange rate effects on non-monetary financial assets such as investments in shares which are classified as available for sale are included in the available for sale reserve in equity.

On consolidation, exchange differences arising from translation of net investments in foreign operations and borrowings and other currency
instruments designated as net investment hedges are recognized in Other comprehensive income.

The goodwill and fair value adjustments
arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate (unless otherwise stated  note 3 (f)).



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Functional and presentation currency

The functional and presentation currency of the financial statements of the Company is the Brazilian Real.

(e) Intangible assets

Market assets from former distributors

The distribution assets are
acquired from former distributors and correspond substantially to rights contracts with the points of sale and supply of master data information to the Company of such points of sale, including financial history and purchase profile.

Brands

When part of the consideration paid in a business combination is related to brands, these are recognized in a specific Intangible Assets
account and measured at fair value as of the date of acquisition. Subsequently, the value of brands can be reduced in case of impairment losses (note 3 (m)). In-house expenditures for developing a brand are recognized as expenses.

Other intangible assets

Other intangible assets are stated at cost less accumulated amortization and impairment losses.

Subsequent expenditures

Subsequent expenditures are capitalized only when
they increase the future economic benefits of an already recognized intangible asset. All other expenditures are recognized as expenses when incurred.

Amortization

Intangible assets with finite useful lives are amortized
based on the straight-line method over their estimated useful lives. Brands are deemed intangible assets with indefinite useful lives and, therefore, are not amortized but tested for impairment annually or when there is any objective indication of
impairment (note 3 (m)).

(f) Goodwill

Goodwill arises on the acquisition of subsidiaries, associates and jointly-controlled entities.

Acquisitions prior to January 1, 2005

The Company elected to apply IFRS 3 Business Combination only to those business combinations that occurred on or after January 1, 2005. In respect of acquisitions prior to January 1, 2005,
goodwill represents the amount previously recorded in the financial statements prepared according to the accounting principles generally accepted in Brazil at the time (Brazilian GAAP). This procedure is in accordance with the exemptions
of IFRS 1 First Time Adoption adopted by the Company upon implementation of IFRS for the first time in the financial statements of December 31, 2008.

Acquisitions as from January 1, 2005

For acquisitions as from
January 1, 2005, goodwill is determined as the excess of the consideration paid the Companys interest in the net fair value of the assets, liabilities and contingent liabilities of the acquiree. In case of deficit (negative goodwill),
this is recognized immediately in the income statement.



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In conformity with IFRS 3 Business Combinations, goodwill is carried at cost and is
not amortized, but tested for impairment annually and whenever there are indications that the cash generating unit to which the goodwill has been allocated may be impaired. Goodwill is carried at cost less accumulated impairment losses. Impairment
losses recognized on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is expressed in the functional currency of the subsidiary or jointly-controlled entity to which it relates and translated to Reaisusing the year-end exchange rate, except for acquisitions
prior to January 1, 2005, which the Company treated in Reais.

Regarding associate companies, goodwill is included
in the carrying amount of the investment in the associate

(g) Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost includes the purchase
price, borrowing cost incurred during the construction period and any other costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management (e.g. non
refundable tax, transport and the costs of dismantling and removal and site restoration, if applicable). The cost of a self-constructed asset is determined using the same principles as for an acquired asset.

Subsequent expenditures

The Company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing a component of such an item if it is probable that the future economic benefits embodied
with the item will flow to the Company and the cost of the item can be measured reliably. All other costs are expensed as incurred.

Depreciation

The depreciable amount is the cost of an asset less its
residual value. Residual values, if not insignificant, are reassessed annually. Depreciation is calculated from the date the asset is available for use, using the straight-line method over the estimated useful lives of the assets.

The estimated useful lives are as follows:



|                    |  |            
|------------------- |  | -----------
|Buildings           |  | 25 years   
|Plant and equipment |  | 15 years   
|Fixtures            |  | 10 years   
|Fittings            |  | 10 years   
|External use assets |  | 2  5 years

The assets residual values and useful lives are regularly reviewed. Management uses judgment to
assess and ascertain the useful lives of these assets.

Land is not depreciated since it is deemed to have an indefinite life.

Gains and losses on disposals are determined by comparing the results with the carrying amount and are recognized in
Other operating income/(expenses) in the income statement.



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(h) Accounting for operating and finance leases

Leases of property, plant and equipment where the Company assumes substantially all the risks and rewards of ownership are classified as
finance leases. Finance leases are recognized as assets and liabilities (interest-bearing loans and borrowings) at amounts equal to the lower of the fair value of the leased property and the present value of the minimum lease payments at inception
of the lease. Depreciation and impairment testing for depreciable leased assets are the same as for depreciable assets that are Company-owned.

Lease payments are apportioned between the outstanding liability and finance charges so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Leases of assets under which all the risks and rewards of ownership are substantially retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the term of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination
takes place.

(i) Investments

All investments are accounted for at trade date.

Investments in equity
securities

Investments in equity securities are undertakings in which Ambev does not have significant influence or
control. This is generally evidenced by ownership of less than 20% of the voting rights. Such investments are designated as available-for-sale financial assets which are initially measured at fair value unless the fair value cannot be reliably
determined, in which case they are measured at cost. Subsequent changes in fair value are recognized directly in Other comprehensive income, except those related to impairment losses which are recognized in the income statement.

When the investment is sold, the unrealized gain or loss previously accumulated and carried directly in other comprehensive income is
recognized in the Income Statement.

Investments in debt securities

Investments in debt securities classified as trading or as being available-for-sale are carried at fair value, with any resulting gain or
loss recognized in the income statement or directly in Other comprehensive income, respectively. Fair value of these investments is determined based on the quoted bid price at the balance sheet date. Impairment charges and foreign exchange gains and
losses are recognized in the income statement. Investments in debt securities classified as held to maturity are measured at amortized cost.

In general, investments in debt securities with original maturities greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with
maturities beyond one year may be classified as short-term based on managements intent and ability to withdraw them within less than one year, as well as, considering their highly liquid nature and the fact that they represent cash available
to fund current operations.

Other investments

Other investments held by the Company are classified as available-for-sale and are carried at fair value, with any resulting gain or loss recognized directly in Other comprehensive income. Impairment
charges are recognized in the income statement.



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(j) Inventories

Inventories are valued at the lower of cost and net realizable value. Cost includes expenditure incurred in acquiring the inventories and
bringing them to their existing location and condition. The weighted average method is used in assigning the cost of inventories.

The
cost of finished products and work in progress comprises raw materials, other production materials, direct labor, gains and losses with derivative financial instruments, other direct costs and an allocation of fixed and variable overhead based on
normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the cost for bringing inventories to sales conditions and selling costs.

(k) Trade and other receivables

Trade and other receivables are carried at amortized cost less impairment losses. An estimate is made for doubtful receivables based on a
review of all outstanding amounts at the balance sheet date. An impairment loss is recorded for an amount considered sufficient by management to cover probable losses upon the realization of receivables. Historically, the Company has not experienced
significant losses in Trade receivables.

(l) Cash and cash equivalents

Cash and cash equivalents include all cash balances, bank deposits, and short-term highly liquid investments with a maturity up to three months
with insignificant risk of changes in value, being the balance shown net of guaranteed account balances in the statement of cash flows.

(m) Impairment of assets

The carrying amounts of financial assets, property, plant and equipment, goodwill and intangible assets are reviewed at each closing to
determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount is estimated. Goodwill, intangible assets that are not yet available for use and intangibles with an indefinite life are
tested for impairment annually at the business unit level (which is one level below the reportable segment) or when there is any indication of impairment. An impairment loss is recognized whenever the carrying amount of an asset or the related
cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

Calculation of
recoverable amount

Debt securities

The recoverable amount of the Companys investments in unquoted debt securities is calculated as the present value of expected future cash
flows, discounted at the debt securities original effective interest rate. For equity and quoted debt securities the recoverable amount is their fair value.

Intangible assets with indefinite useful life

Intangible assets with an indefinite useful life are tested on a fair value approach applying multiples that reflect current market
transactions to indicators that drive the profitability of the asset or the royalty stream that could be obtained from licensing the intangible asset to another party in an arms length transaction.

Other Assets

The
recoverable amount of other assets is determined as the higher of their fair value less costs to sell and value in use. The recoverable amount of the cash generating units to which the goodwill and the intangible assets with indefinite useful life
belong is based on a fair value approach. More specifically, a discounted free cash flow approach, based on current acquisition valuation models, is used. For an asset that does not generate largely



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independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. These calculations are corroborated by valuation multiples, quoted share
prices for publicly traded subsidiaries or other available fair value indicators.

In assessing value in use, the estimated
future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Reversal of impairment losses

Non-financial assets other than goodwill and equity investments classified as held for sale that had impairment are reviewed for possible reversal of the impairment at the date of presentation. Impairment
losses on other assets are reversed if the increase in their recoverable amount is related to specific events occurring after the impairment testing. Impairment losses are reversed only to the extent that the assets carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(n) Assets held for sale

Ambev classifies an asset as held for sale if its
carrying amount will be recovered principally through a sale transaction rather than through continuing use. Immediately before classification as held for sale, these assets are measured based on the lower between the carrying amount and the fair
value less cost to sell. Impairment losses on initial classification as held for sale are included in the income statement. The same applies to gains and losses on subsequent re-measurement until the limit of the original carrying amount.

Assets classified as held for sale are not depreciated or amortized.

(o) Present value of assets and liabilities

Monetary long term assets and liabilities are usually monetarily restated, and thus adjusted to present value. The present value adjustment of monetary, short-term assets and liabilities is only
calculated and recorded if the adjustment is considered significant to the financial statements taken as a whole. For purposes of recording and determining their relevance, the present value adjustment is calculated taking into account the
contractual cash flows and interest rates applicable to the related assets and liabilities.

ICMS (Brazilian State value added
tax) loans obtained in the context described in note 3 (w) are recorded at present value since these are considered subsidized loans. The Company determined its average funding costs in the debt market as the appropriate discount rate for
calculating the present value adjustment in this type of transaction. Upon funding, the present value adjustment related to the consideration is calculated and recorded in Other operating income, following the treatment for subsidies. It
is the Companys procedure to review the discount rate used annually for new subsidized loans, by considering the prospective application of the weighted average rates prevailing at the moment.

Monthly, taking into account the value of the consideration, the period to maturity, the financing contract interest rate and the above
mentioned discount rate, the reduction in present value adjustment is allocated to financial income, so as to bring the balance to zero by the time of settlement of each consideration.

(p) Equity

Issued capital

Common and Preferred shares are classified as equity.

Incremental costs directly attributable to the issue of new Common, Preferred shares or options are shown in equity as a
deduction, net of tax.



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Repurchase of shares capital

When Ambev buys back its own shares for treasury the amount paid, including any additional costs directly attributable (net of income tax)
is deducted from equity attributable to shareholders until the shares are retired or reissued. If such shares are subsequently reissued, any consideration received, net of additional costs of the transaction, including taxes, are included in equity
attributable to shareholders of the Company.

Dividends and Interest on shareholders equity

Dividends and Interest on shareholders equity are recorded in liabilities in the period in which they are declared, except the
unpaid portion relating to the statutory mandatory dividend which is recorded at the end of each fiscal year, in accordance with applicable law.

Brazilian companies are permitted to pay limited amounts of interest attributable to capital to shareholders and treat such payments as an expense for Brazilian income and social contribution tax
purposes. This notional interest distribution is treated for accounting purposes as a deduction from shareholders equity in a manner similar to a dividend. The benefit from the tax deductible interest on shareholders equity is recognized in
income.

Goodwill reserve

The Company records the benefit arising from the tax deductible amortization of goodwill, in a special equity reserve, and therefore as an equity instrument pursuant to IAS 32, since there is no
commitment and / or obligation of the controlling shareholders to subscribe shares.

This presentation is consistent with
Brazilian Securities Commission (CVM) Instruction No. 319/99. Under the Memorandum of Justification of July 7, 2005, upon realizing the tax benefit arising from the tax deductible amortization of goodwill, the Company issues to
the controlling shareholders, AmBrew S/A (AmBrew) and Interbrew International BV (Interbrew), shares representing 70% of the benefit and the remaining 30% is allocated to the benefit of all other shareholders.

(q) Provisions

Provisions are recognized when: (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is likely that a future disbursement will be required to settle
the current obligation; and (iii) a reliable estimate of the amount of the obligation can be made.

Provisions are
measured at the present value of the expenditures expected to be required to settle the obligation. The increase in the provision due to the progress of time is recognized as finance expense.

Restructuring

A provision for restructuring is recognized when the Company has approved a detailed restructuring plan, and the restructuring has either commenced or has been announced. Costs relating to the ongoing and
future activities of the Company are not provided for. The provision includes the benefit commitments in connection with early retirement and redundancy schemes.

Onerous contracts

A provision for onerous contracts is recognized when the
expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. Such provision is measured at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the contract.



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Disputes and Litigations

A provision for disputes and litigation is recognized when it is more likely than not that the Company will be required to make future
payments as a result of past events, such items may include but are not limited to, several claims, suits and actions filed by or against Ambev relating to antitrust laws, violations of distribution and license agreements, environmental matters,
employment-related disputes, claims from tax authorities, and other litigation matters.

(r) Employee benefits

Post-employment benefits include pensions managed in Brazil by Instituto Ambev de Previdência Privada  IAPP,
post-employment dental benefits and post-employment medical benefits managed by Fundação Zerrenner. Usually, pension plans are funded by payments made by both the Company and its employees, taking into account the recommendations of
independent actuaries. Post-employment dental benefits and post-employment medical benefits are maintained by the return on Fundação Zerrenners plan assets. If necessary, the Company may contribute some of its profit to the
Fundação Zerrenner.

The Company manages defined benefit and defined contribution plans for employees of its
companies located in Brazil and in its subsidiaries located in Dominican Republic, Argentina, Bolivia and Canada.

Ambev
maintains funded and unfunded plans.

Defined contribution plans

Payments to defined contribution plans are recognized as an expense in the income statement when incurred. A defined contribution plan is
a pension plan under which Ambev pays fixed contributions into a fund. Ambev has no legal obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees for the benefits relating to employee service in the
current and prior periods.

The contributions of these plans are recognized as expense in the period they are incurred.

Defined benefit plans

Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

For defined benefit plans, expenses are assessed separately for each plan using the projected credit unit method. The
projected credit unit method takes into account each period of service as giving rise to an additional unit of benefit to measure each unit separately. Under this method, the cost of providing pensions is charged to the income statement during the
period of service of the employee. The amounts charged to the income statement consist of current service cost, interest cost, the expected return of the plan assets, past service costs and the effect of any settlements and curtailments. The
obligations of the plan recognized in the balance sheet are measured at the present value of the estimated future cash outflows using a discount rate equivalent to the governments bond rates with maturity terms similar to those of the
obligation, less any past service cost not recognized and the fair value of the plan assets. Past service costs result from the introduction of a new plan or changes to an existing plan. They are recognized in the income statement over the period
the benefit vests. Actuarial gains and losses consist of the effects of differences between the previous actuarial assumptions and what has actually occurred and the effects of changes in actuarial assumptions. Actuarial gains and losses are fully
recognized in Other comprehensive income.

When changes in the pension plan occurs, the past service costs are immediately
recognized in the income statement, unless the changes are conditioned to the employees continued employment, for a specific period of time (the period in which the right is acquired). In such case, the past services costs are amortized using
the straight-line method during the period in which the right was acquired.



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Ambev recognizes assets (prepaid expenses) of its defined benefit plans, to the extent of
the value of the economic benefit available to Ambev either from refunds or reductions in future contributions.

Other
post-employment obligations

The Company and its subsidiaries provide post-employment medical benefits, reimbursement of
certain medication expenses and other benefits to certain retirees through Fundação Zerrenner. These benefits are not granted to new retirees. The expected costs of these benefits are recognized over the period of employment, using an
accounting methodology similar to that for defined benefit plans, including actuarial gains and losses.

Bonuses

Bonuses granted to employees and managers are based on financial performance indicators. The estimated amount of the bonus
is recognized as an expense in the period the bonus is earned. To the extent that part of the bonus is settled in shares of the Company, these are accounted for as share-based payments.

(s) Share-based payments

Share and share option programs allow management and members of the board to acquire shares of the Company. Ambev adopted IFRS 2 Share-based Paymentfor all award programs granted after
November 7, 2002 that had not vested by January 1, 2007. The fair value of the share options is estimated at grant date, using an option pricing model that is most appropriate for the respective option. Based on the expected number of
options that will be exercised, the fair value of the options granted is recognized as an expense over the vesting period with a credit to equity. When the options are exercised, equity is increased by the amount of the proceeds received.

(t) Interest-bearing loans and borrowings

Interest-bearing loans and borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing loans and borrowings are stated at
amortized cost with any difference between the initial and maturity amount being recognized in the income statement over the expected life of the instrument on an effective interest rate basis. The Company has interest-bearing loans and borrowings
covered by a hedge structure. (note 27).

(u) Trade and other payables

Trade and other payables are recognized initially at fair value and subsequently at amortized cost.

(v) Income tax and social contribution

Income tax and social contribution for the year comprises current tax and deferred tax. Income tax and social contribution are recognized in the income statement, unless they relate to items recognized
directly in comprehensive income or equity. In these cases the tax effect is also recognized directly in equity or comprehensive income (except interest on shareholders equity. See item (p)).

Interest on shareholders equity is expensed to the income statement for Income Tax and Social Contribution calculation, when
declared, and is then reclassified to Equity for purposes of presentation of the financial statements. The current tax expense is the expectation of payment on the taxable income for the year, using tax rates enacted, or substantially enacted, at
the balance sheet date, and any adjustment to tax payable in respect of previous years.

The deferred taxes are recognized
using the balance sheet/ liability method. This means that a deferred tax liability or asset is recognized for all taxable and tax deductible temporary differences between the tax and



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accounting basis of assets and liabilities. Under this method, a provision for deferred taxes is also calculated on the differences between the fair value of assets and liabilities acquired in a
business combination and their tax basis. IAS 12 prescribes that no deferred tax is recorded: (i) at the initial recognition; (ii) at the initial recognition of assets or liabilities arising from a transaction other than a business
combination; and (iii) on differences related to investments in subsidiaries to the extent that they are not reversed in the foreseeable future. The amount of deferred tax provided is based on the expectation of the realization or settlement of
the temporary difference, using currently or substantially enacted tax rates.

Deferred tax assets and liabilities are offset
if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities which intend either to settle current
tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously.

The deferred
tax asset is recognized only to the extent that it is likely that future taxable profits will be available. The deferred income tax asset is reduced to the extent that it is no longer probable that the future taxable benefit will occur.

(w) Income recognition

Revenue comprises the fair value of the amount received or receivable upon selling products or rendering services in the ordinary course of business. Revenue is presented net of taxes, returns, rebates
and discounts net of elimination of sales between group companies.

The Company recognizes revenue when the amount of revenue
can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the Company.

Goods sold

In relation to the sale of goods, revenue is recognized when the significant risks and benefits inherent to the good are transferred to the buyer, and no significant uncertainties remain regarding
recovery of the consideration due, the costs associated with the possible return of the products, and when there is no continuing management involvement with the goods. Revenue from the sale of goods is measured at the fair value of the
consideration (price) received or receivable, net of returns, or commercial deductions and discounts.

As part of its
commercial policy, the Company provides unconditional discounts to its customers, which are recorded as sales deductions.

Rental and royalty revenue

Rental revenue is recognized under Other operating income on a straight-line basis over the term of the lease. Royalty revenues from companies not included in the financial statements are also recognized
in Other operating income, on an accrual basis.

Investment subsidy and government grants

The Company benefits from Brazilian state tax incentive programs to promote industrial development including the deferral of payment of
taxes or partial reductions of the tax payable. These State programs are to promote long-term increases in employment and regional development.

In the case of these States, the tax reductions and other terms are foreseen in tax law. When conditions to obtain these grants exist, they are under Companys control. The benefits for the reduction
in the payment of such taxes are recorded in the income statement, on an accrual basis at the time the Company meets its obligations under the program.



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The Company does not use tax incentives granted by laws that have been declared
unconstitutional by the Supreme Court.

Finance income

Finance income consists of interest received or receivable on funds invested, dividends received, foreign exchange gains, losses on
currency hedging instruments offsetting currency gains, gains on hedging instruments that are not part of a hedge accounting relationship, gains on financial assets classified as trading as well as any gains from hedge ineffectiveness.

Interest income is recognized on an accrual basis unless collectability is in doubt. Dividend income is recognized in the income
statement on the period that the dividend is declared.

(x) Expenses Royalty expenses

Royalties paid to companies that are not part of the consolidated financial statements are recognized as cost of goods sold.

Finance costs

Finance costs comprise interest payable on borrowings, calculated using the effective interest rate method, foreign exchange losses, gains on currency hedging instruments offsetting currency losses,
results on interest rate hedging instruments, losses on hedging instruments that are not part of a hedge accounting relationship, losses on financial assets classified as trading, impairment losses on available-for-sale financial assets as well as
any losses from hedge ineffectiveness.

All interest costs incurred in connection with borrowings or financial transactions
are expensed as incurred as part of finance costs, except when capitalized. The interest expense component of finance lease payments is also recognized in the income statement using the effective interest rate method.

Research and development, marketing and system development costs

Research, advertising and promotional costs are expensed in the year in which these costs are incurred. Development costs and system
development costs are expensed in the year in which these costs are incurred, if they do not meet the criteria for capitalization.

(y) Special items

Special items are those that in managements
judgment need to be disclosed separately by virtue of their size or incidence. In determining whether an event or transaction is special, management considers quantitative as well as qualitative factors such as the frequency or predictability of
occurrence, and the potential of impact on the variation of profit or loss. These items are disclosed in the income statement or separately disclosed in the notes to the financial statements. Transactions that may give rise to special items are
principally restructuring activities, impairment losses, and gains or losses on disposal of assets and investments.

(z)
Financial assets

(i) Classification

The Company classifies its financial assets in the following categories: (a) at fair value through profit or loss, (b) loans and receivables, (c) available for sale and (d) held to
maturity. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.



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(a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this
category if acquired principally for the purpose of being sold in the short term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this category are classified as current assets.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets, except for maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets.

(c) Available-for-sale financial assets

Available-for-sale financial
assets are classified as noncurrent assets, unless management intends to dispose of the investment within 12 months of the end of the reporting period.

(d) Investments held to maturity

Investments held to maturity are
initially recognized at fair value plus any directly attributable transaction costs. After initial recognition, investments held to maturity are measured at amortized cost using the effective interest method, reduced by any on loss impairment.

(ii) Recognition and measurement

Purchases and sales of financial assets are recognized on the trade date  the date on which the Company undertakes to buy or sell the asset. Financial assets measured at fair value through profit
and loss are initially recognized at fair value and transaction costs are charged to the income statement. These financial assets are realized when the rights to receive cash flows from investments have expired or have been transferred when the
Company has transferred substantially all risks and benefits of ownership. Financial assets are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest rate.

Gains or losses arising from changes in the fair value of Financial assets at fair value through profit or loss are presented in the
income statement within Finance cost and income in the period in which they arise.

Changes in the fair value of securities
denominated in foreign currency classified as available for sale are analyzed between translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security.

The fair values of investments with public quotations are based on current bid prices. If the market for a financial asset (and for
unlisted securities on the stock exchange) is not active, the Company establishes fair value by using valuation techniques. These techniques include the use of recent transactions with third parties, reference to other instruments that are
substantially similar, analysis of discounted cash flows and option pricing models making maximum use of information from the market and with the least possible information generated by the Companys management.

(iii) Impairment of financial assets

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial
assets is impaired and an impairment loss is recorded only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (loss event) and that loss event (or
events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.



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(aa) Derivative financial instruments

Ambev uses derivative financial instruments in order to mitigate against risks related to foreign currency, interest rates and commodity
prices. Derivative instruments that, although contracted for hedging purposes, do not meet all hedge accounting criteria are recognized at fair value in the income statement.

Derivative financial instruments are recognized initially at fair value. Fair value is the amount an asset could be realized and a liability settled, between knowledgeable parties, in an arms length
transaction. The fair value of derivative financial instruments may be obtained from quoted market prices or from pricing models that take into account current market rates.

Subsequent to initial recognition, derivative financial instruments are re-measured to their fair value at the balance sheet date. Depending on whether cash flow or net investment hedge accounting is
applied or not, any gain or loss is either recognized directly in Other comprehensive income or in the income statement.

Cash
flow, fair value or net investment hedge accounting is applied to all hedges that qualify for hedge accounting when the required hedge documentation is in place and when the hedge is determined to be effective.

(i) Cash flow hedge accounting

When a derivative financial instrument hedges the variability in cash flows of a recognized asset or liability, the foreign currency risk and the fluctuation of commodity prices associated with a highly
probable forecasted transaction, the effective part of any resulting gain or loss on the derivative financial instrument is recognized directly in Other comprehensive income (Hedge Reserve).

When the hedge relates to financial assets or liabilities, the cumulative gain or loss on the hedging instrument is reclassified from
Other comprehensive income into the income statement in the same period during which the hedged risk affects the income statement (e.g. when the variable interest expense is recognized). The ineffective part of any gain or loss is recognized
immediately in the income statement.

When a hedging instrument or hedge relationship is terminated but the hedged transaction
is still expected to occur, the cumulative gain or loss (at that point) remains in equity and is reclassified in accordance with the above policy when the hedged transaction occurs. If the hedged transaction is no longer probable, the cumulative
gain or loss recognized in Other comprehensive income is recycled into the income statement immediately.

(ii)
Net investment hedge accounting

Net investments hedge accounting, including currency hedging items which are recorded as
part of the net investment, are accounted for similarly to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognized directly in Other comprehensive income, while any gains
or losses relating to the ineffective portion are recognized in the income statement. On disposal of a foreign operation, the cumulative gains or losses recognized directly in Other comprehensive income is transferred to the result.
(note 27).

(iii) Fair value hedge accounting

When a derivative financial instrument hedges the variability in fair value of a recognized asset or liability or a firm commitment, any resulting gain or loss on the hedging instrument is recognized in
the income statement. The hedged item is also stated at fair value in respect of the risk being hedged, with any gain or loss being recognized in the income statement. The Company does not apply the fair value hedge accounting when the hedge item
expires, was sold or exercised.



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(bb) Segment reporting

Reportable segments are identified based on internal reports regularly reviewed by the chief operating decision maker of the Company for
purposes of evaluating the performance of each segment and allocating resources to those segments. The appropriate segment presentation has been determined to be geographically based because the Companys risks and rates of return are affected
predominantly by its regional business areas. The Companys management structure and internal reporting system to The Board of Directors reflect this basis.

Ambev operates its business through three zones identified as reportable segments:



| |  | Latin America North, which includes (a) our operations in Brazil, where we operate two business sub units: (i) Beer and
(ii) Carbonated soft drinks (CSD); and (b) our Hispanic Latin America Operations, excluding Latin America South (HILA-ex), which includes our operations in the Dominican Republic (which also serves the islands of
the Caribbean: Saint Vincent, Dominica and Antigua) Ecuador, Guatemala (which also serves El Salvador and Nicaragua) and Peru.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay and Chile; and
|- |  | ----------------------------------------------------------------------------------------------------------



| |  | Canada, represented by Labatts operations, which includes domestic sales in Canada.
|- |  | ------------------------------------------------------------------------------------

(cc) Recently issued IFRS

To the extent that new IFRS requirements are expected to be applicable in the future, they have been summarized hereafter. For the year ended 31 December 2012, they have not been applied in preparing
these consolidated financial statements.

IFRS 9 Financial Instruments:

IFRS 9 is the standard issued as part of a wider project to replace IAS 39. IFRS 9 retains but simplifies the mixed measurement model and
establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entitys business model and the contractual cash flow characteristics of the financial asset. The
guidance in IAS 39 on impairment of financial assets and hedge accounting continues to apply.

IFRS 10 Consolidated
Financial Statements, which provides a single consolidation model that identifies control as the basis for consolidation for all types of entities.

IFRS 11 Joint Arrangements, which establishes principles for the financial reporting by parties to a joint arrangement and replaces the current proportionate consolidation method by the
equity method.

IFRS 12 Disclosure of Interests in Other Entities, which combines, enhances and replaces the
disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities.

IFRS 13 Fair Value Measurement,which does not establish new requirements for when fair value is required but
provides a single source of guidance on how fair value is measured.

IAS 1 Presentation of Financial
Statements, which requires entities to separate items presented in other comprehensive income into two groups, based on whether or not they may be recycled to the income statement in the future.

IAS 19 Employee Benefits (Revised 2011):

The amendments that are expected to have the most significant impact include:



| |  |  | Expected returns on plan assets will no longer be recognized in profit or loss. Expected returns are replaced by recording interest income in profit
or loss, which is calculated using the discount rate used to measure the pension obligation.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Unvested past service costs can no longer be deferred and recognized over the future vesting period. Instead, all past service costs will be
recognized at the earlier of when the amendment/curtailment occurs or when the Company recognizes related restructuring or termination costs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As the current standard, IAS 19 (Revised 2011) does not specify the group accounts in the income statement that should be presented the interest on the deficit or surplus of the plan. As a consequence,
the Company determined that, when IAS 19 (Revised 2011) become compulsory, interest on the deficit or surplus of the plan will be presented as part of the Companys net financial cost. This change in presentation is in line with IAS 1, which
allow entities to provide disaggregated information in the income statement.

If the IAS 19 (Revised 2011) was implemented in
2012, the total expenses on pension before tax would has been higher R$139.5. The impact is mainly caused by the change in the calculation of return on assets above mentioned. On the same basis, if the Company had shown interest on the deficit or
surplus of the plan separately as part of its net financial cost on December 31, 2012, profit from operations would has been lower R$57.5 and net financial cost would have been higher R$82.0.

IAS 19 (Revised 2011) would not cause a material impact on the net defined benefit obligation at December 31, 2012.

The revised standard is effective for annual periods beginning on or after January 1, 2013, with retrospective application required.
Thus, the numbers presented in the financial statements for 2012, will be restated in accordance with IAS 19 (Revised 2011) in 2013 for comparison purposes.

IAS 27 Separated Financial Instruments (Revised 2011), which has been amended for the issuance of IFRS 10 but retains the current guidance on separate financial statements.

IAS 28 Investments in Associates (Revised 2011), which has been amended for conforming changes on the basis of the issuance
of IFRS 10 and IFRS 11.

IFRS 9 becomes mandatory for 2015 financial statements. The other standards become mandatory for
Ambevs 2013 consolidated financial statements. The Company is currently assessing the impacts of IAS 19 Revised Employee Benefitson its consolidated financial statements. For the other standards mentioned above, it is anticipated that
their application will not have a material impact on Ambevs consolidated financial statements in the period of initial application.

Other Standards, Interpretations and Amendments to Standards

A number of other amendments to standards are effective for annual periods beginning after January 1, 2012, and have not been listed above because their non-applicability or their immateriality to
Ambevs consolidated financial statements.

4. SEGMENT REPORTING

Segment information is presented in geographical areas, since the risks and rates of return are affected predominantly by the fact that
the Company operates in different regions. The Companys management structure and the information reported to the main decision maker are structured in a similar fashion. The performance information by business units (Beer and CSD), is also
used by the decision maker for the Company and is presented as additional information, even though it does not qualify as a reportable segment. Internally, the Companys management uses performance indicators, such as normalized earnings before
interest and taxes (normalized EBIT) and normalized earnings before interest, taxes, depreciation and amortization (normalized EBITDA) as measures of segment performance to make decisions about resource allocation and performance analysis. These
indicators are reconciled to the profit of the segment in the tables below. Whenever used in this document, the term normalized refers to performance measures (EBITDA, EBIT, Profit, EPS) before special items adjustments.



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The information is presented in millions of Brazilian Reais, except for volumes, which are
presented in millions of hectoliters.

(a) Reportable segments:



|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|--------------------------------------------------- |  | ------------------------- | -------- | - | -------------------------- |  | -------- | ------ |  |  | ------------ | - |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  |  | --------- | - |  |  | -------- | - |  |  | -------- | -
|                                                    |  | Latin America  north (i) |          |   | Latin America  south (ii) |  |          | Canada |  |  | Consolidated |  
|(Expressed in million of Brazilian Reais)           |  | 2012                      |          |   | 2011                       |  |          | 2010   |  |  | 2012         |   |  | 2011 |          |   | 2010 |  |          | 2012 |  |  | 2011     |   |  | 2010 |          |   | 2012 |  |          | 2011 |  |  | 2010     |  
|Volume                                              |  |                           | 126.2    |   |                            |  | 120.3    |        |  |  | 120.1        |   |  |      | 34.3     |   |      |  | 34.6     |      |  |  | 33.9     |   |  |      | 9.4      |   |      |  | 10.1     |      |  |  | 11.2     |   |  |  | 169.9     |   |  |  | 165.0    |   |  |  | 165.2    |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Net sales                                           |  |                           | 22,313.3 |   |                            |  | 19,132.4 |        |  |  | 17,710.5     |   |  |      | 5,886.9  |   |      |  | 4,488.9  |      |  |  | 3,857.2  |   |  |      | 4,030.8  |   |      |  | 3,505.4  |      |  |  | 3,665.6  |   |  |  | 32,231.0  |   |  |  | 27,126.7 |   |  |  | 25,233.3 |  
|Cost of sales                                       |  |                           | (6,950.5 | ) |                            |  | (6,006.1 | )      |  |  | (5,793.9     | ) |  |      | (2,196.0 | ) |      |  | (1,740.8 | )    |  |  | (1,500.2 | ) |  |      | (1,145.0 | ) |      |  | (1,046.4 | )    |  |  | (1,154.9 | ) |  |  | (10,291.5 | ) |  |  | (8,793.3 | ) |  |  | (8,449.0 | )
|Gross profit                                        |  |                           | 15,362.8 |   |                            |  | 13,126.3 |        |  |  | 11,916.6     |   |  |      | 3,690.9  |   |      |  | 2,748.1  |      |  |  | 2,357.0  |   |  |      | 2,885.8  |   |      |  | 2,459.0  |      |  |  | 2,510.7  |   |  |  | 21,939.5  |   |  |  | 18,333.4 |   |  |  | 16,784.3 |  
|Sales and marketing expenses                        |  |                           | (5,046.1 | ) |                            |  | (4,363.8 | )      |  |  | (4,254.6     | ) |  |      | (1,087.1 | ) |      |  | (828.8   | )    |  |  | (721.5   | ) |  |      | (1,213.4 | ) |      |  | (1,058.4 | )    |  |  | (1,062.4 | ) |  |  | (7,346.6  | ) |  |  | (6,251.0 | ) |  |  | (6,038.5 | )
|Administrative expenses                             |  |                           | (1,213.3 | ) |                            |  | (913.0   | )      |  |  | (928.6       | ) |  |      | (190.1   | ) |      |  | (149.5   | )    |  |  | (139.9   | ) |  |      | (143.1   | ) |      |  | (118.1   | )    |  |  | (128.5   | ) |  |  | (1,546.5  | ) |  |  | (1,180.6 | ) |  |  | (1,197.0 | )
|Other operating income/(expenses)                   |  |                           | 840.7    |   |                            |  | 773.1    |        |  |  | 637.3        |   |  |      | 7.3      |   |      |  | 2.1      |      |  |  | (13.9    | ) |  |      | 16.0     |   |      |  | 9.3      |      |  |  | 1.5      |   |  |  | 864.0     |   |  |  | 784.5    |   |  |  | 624.9    |  
|Normalized income from operations (normalized EBIT) |  |                           | 9,944.1  |   |                            |  | 8,622.6  |        |  |  | 7,370.7      |   |  |      | 2,421.0  |   |      |  | 1,771.9  |      |  |  | 1,481.7  |   |  |      | 1,545.3  |   |      |  | 1,291.8  |      |  |  | 1,321.3  |   |  |  | 13,910.4  |   |  |  | 11,686.3 |   |  |  | 10,173.7 |  
|Special items                                       |  |                           | (50.4    | ) |                            |  | 35.6     |        |  |  | (59.3        | ) |  |      |         |   |      |  | (9.2     | )    |  |  | (14.1    | ) |  |      |         |   |      |  | (3.3     | )    |  |  | (77.4    | ) |  |  | (50.4     | ) |  |  | 23.1     |   |  |  | (150.8   | )
|Income from operations (EBIT)                       |  |                           | 9,893.7  |   |                            |  | 8,658.2  |        |  |  | 7,311.4      |   |  |      | 2,421.0  |   |      |  | 1,762.7  |      |  |  | 1,467.6  |   |  |      | 1,545.3  |   |      |  | 1,288.5  |      |  |  | 1,243.9  |   |  |  | 13,860.0  |   |  |  | 11,709.4 |   |  |  | 10,022.9 |  
|Net finance cost                                    |  |                           | (702.9   | ) |                            |  | (286.1   | )      |  |  | (174.3       | ) |  |      | (111.5   | ) |      |  | (99.7    | )    |  |  | (97.6    | ) |  |      | 1.6      |   |      |  | (82.3    | )    |  |  | (47.5    | ) |  |  | (812.8    | ) |  |  | (468.1   | ) |  |  | (319.4   | )
|Share of result of associates                       |  |                           |         |   |                            |  |         |        |  |  |             |   |  |      |         |   |      |  | 0.1      |      |  |  |         |   |  |      | 0.5      |   |      |  | 0.4      |      |  |  | 0.2      |   |  |  | 0.5       |   |  |  | 0.5      |   |  |  | 0.2      |  
|Income before income tax                            |  |                           | 9,190.8  |   |                            |  | 8,372.1  |        |  |  | 7,137.1      |   |  |      | 2,309.5  |   |      |  | 1,663.1  |      |  |  | 1,370.0  |   |  |      | 1,547.4  |   |      |  | 1,206.6  |      |  |  | 1,196.6  |   |  |  | 13,047.7  |   |  |  | 11,241.8 |   |  |  | 9,703.7  |  
|Income tax expense                                  |  |                           | (1,265.5 | ) |                            |  | (1,620.3 | )      |  |  | (1,476.0     | ) |  |      | (661.4   | ) |      |  | (480.0   | )    |  |  | (406.7   | ) |  |      | (478.2   | ) |      |  | (421.7   | )    |  |  | (201.8   | ) |  |  | (2,405.1  | ) |  |  | (2,522.0 | ) |  |  | (2,084.5 | )
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Net income                                          |  |                           | 7,925.3  |   |                            |  | 6,751.8  |        |  |  | 5,661.1      |   |  |      | 1,648.1  |   |      |  | 1,183.1  |      |  |  | 963.3    |   |  |      | 1,069.2  |   |      |  | 784.9    |      |  |  | 994.8    |   |  |  | 10,642.6  |   |  |  | 8,719.8  |   |  |  | 7,619.2  |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Normalized EBITDA                                   |  |                           | 11,236.7 |   |                            |  | 9,626.4  |        |  |  | 8,434.9      |   |  |      | 2,752.8  |   |      |  | 2,059.3  |      |  |  | 1,764.0  |   |  |      | 1,689.5  |   |      |  | 1,455.4  |      |  |  | 1,508.1  |   |  |  | 15,679.0  |   |  |  | 13,141.1 |   |  |  | 11,707.0 |  
|Special items                                       |  |                           | (50.4    | ) |                            |  | 35.6     |        |  |  | (59.3        | ) |  |      |         |   |      |  | (9.2     | )    |  |  | (14.1    | ) |  |      |         |   |      |  | (3.3     | )    |  |  | (77.4    | ) |  |  | (50.4     | ) |  |  | 23.1     |   |  |  | (150.8   | )
|Depreciation, amortization and impairment           |  |                           | (1,292.6 | ) |                            |  | (1,003.8 | )      |  |  | (1,064.2     | ) |  |      | (331.8   | ) |      |  | (287.4   | )    |  |  | (282.3   | ) |  |      | (144.2   | ) |      |  | (163.6   | )    |  |  | (186.8   | ) |  |  | (1,768.6  | ) |  |  | (1,454.7 | ) |  |  | (1,533.3 | )
|Net finance costs                                   |  |                           | (702.9   | ) |                            |  | (286.1   | )      |  |  | (174.3       | ) |  |      | (111.5   | ) |      |  | (99.7    | )    |  |  | (97.6    | ) |  |      | 1.6      |   |      |  | (82.3    | )    |  |  | (47.5    | ) |  |  | (812.8    | ) |  |  | (468.1   | ) |  |  | (319.4   | )
|Share of results of associates                      |  |                           |         |   |                            |  |         |        |  |  |             |   |  |      |         |   |      |  | 0.1      |      |  |  |         |   |  |      | 0.5      |   |      |  | 0.4      |      |  |  | 0.2      |   |  |  | 0.5       |   |  |  | 0.5      |   |  |  | 0.2      |  
|Income tax expense                                  |  |                           | (1,265.5 | ) |                            |  | (1,620.3 | )      |  |  | (1,476.0     | ) |  |      | (661.4   | ) |      |  | (480.0   | )    |  |  | (406.7   | ) |  |      | (478.2   | ) |      |  | (421.7   | )    |  |  | (201.8   | ) |  |  | (2,405.1  | ) |  |  | (2,522.0 | ) |  |  | (2,084.5 | )
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Net income                                          |  |                           | 7,925.3  |   |                            |  | 6,751.8  |        |  |  | 5,661.1      |   |  |      | 1,648.1  |   |      |  | 1,183.1  |      |  |  | 963.3    |   |  |      | 1,069.2  |   |      |  | 784.9    |      |  |  | 994.8    |   |  |  | 10,642.6  |   |  |  | 8,719.8  |   |  |  | 7,619.2  |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Normalized EBITDA margin in %                       |  |                           | 50.4     | % |                            |  | 50.3     | %      |  |  | 47.6         | % |  |      | 46.8     | % |      |  | 45.9     | %    |  |  | 45.7     | % |  |      | 41.9     | % |      |  | 41.5     | %    |  |  | 41.1     | % |  |  | 48.6      | % |  |  | 48.4     | % |  |  | 46.4     | %
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Acquisition of property, plant and equipment        |  |                           | 2,385.2  |   |                            |  | 2,827.5  |        |  |  | 1,903.3      |   |  |      | 559.2    |   |      |  | 396.8    |      |  |  | 317.9    |   |  |      | 154.3    |   |      |  | 139.7    |      |  |  | 120.6    |   |  |  | 3,098.7   |   |  |  | 3,364.1  |   |  |  | 2,341.8  |  
|Additions to / (reversals of) provisions            |  |                           | 260.5    |   |                            |  | 136.7    |        |  |  | 49.1         |   |  |      | 4.9      |   |      |  | 1.4      |      |  |  | 4.4      |   |  |      | 22.3     |   |      |  | 18.2     |      |  |  | 31.2     |   |  |  | 287.7     |   |  |  | 156.4    |   |  |  | 84.7     |  
|Full time employee                                  |  |                           | 37,789   |   |                            |  | 33,077   |        |  |  | 32,097       |   |  |      | 8,787    |   |      |  | 8,641    |      |  |  | 8,040    |   |  |      | 4,723    |   |      |  | 4,785    |      |  |  | 4,787    |   |  |  | 51,299    |   |  |  | 46,503   |   |  |  | 44,924   |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|                                                    |  |                           | 2012     |   |                            |  | 2011     |        |  |  | 2010         |   |  |      | 2012     |   |      |  | 2011     |      |  |  | 2010     |   |  |      | 2012     |   |      |  | 2011     |      |  |  | 2010     |   |  |  | 2012      |   |  |  | 2011     |   |  |  | 2010     |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Segment assets                                      |  |                           | 19,480.5 |   |                            |  | 13,923.6 |        |  |  | 12,268.7     |   |  |      | 7,288.5  |   |      |  | 5,959.7  |      |  |  | 4,849.6  |   |  |      | 17,301.9 |   |      |  | 17,062.1 |      |  |  | 17,033.6 |   |  |  | 44,071.0  |   |  |  | 36,945.4 |   |  |  | 34,151.9 |  
|Intersegment elimination                            |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | (1,884.5  | ) |  |  | (1,305.0 | ) |  |  | (479.3   | )
|Non-segmented assets                                |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | 11,973.5  |   |  |  | 10,499.1 |   |  |  | 9,005.5  |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Total assets                                        |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | 54,159.9  |   |  |  | 46,139.4 |   |  |  | 42,678.2 |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Segment liabilities                                 |  |                           | 14,967.6 |   |                            |  | 11,191.7 |        |  |  | 7,778.3      |   |  |      | 3,325.6  |   |      |  | 2,311.8  |      |  |  | 1,141.6  |   |  |      | 2,490.5  |   |      |  | 2,432.1  |      |  |  | 1,648.6  |   |  |  | 20,783.6  |   |  |  | 15,935.6 |   |  |  | 10,568.5 |  
|Intersegment elimination                            |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | (1,884.5  | ) |  |  | (1,305.0 | ) |  |  | (479.3   | )
|Non-segmented liabilities                           |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | 35,260.8  |   |  |  | 31,508.8 |   |  |  | 32,589.0 |  
|                                                    |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  |           |   |  |  |          |   |  |  |          |  
|Total liabilities                                   |  |                           |          |   |                            |  |          |        |  |  |              |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |  | 54,159.9  |   |  |  | 46,139.4 |   |  |  | 42,678.2 |  



|(i) | Latin America  North: includes operations in Brazil and HILA-ex: Ecuador, Guatemala, Dominican Republic and Peru.
|--- | ------------------------------------------------------------------------------------------------------------------

|(ii) | Latin America  South: includes operations in Argentina, Bolivia, Chile, Paraguay and Uruguay.
|---- | ----------------------------------------------------------------------------------------------



F-30



---

##### Table of Contents

(b) Additional information  by Business unit:



|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|--------------------------------------------------- |  | --------------------- | -------- | - | ---------- |  | -------- | ----- |  |  | -------- | - |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  | ---- | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                    |  | Latin America  north |         
|(Expressed in million of Brazilian Reais)           |  | Beer                  |          |   | Soft drink |  |          | Total | 
|                                                    |  | 2012                  |          |   | 2011       |  |          | 2010  |  |  | 2012     |   |  | 2011 |          |   | 2010 |  |          | 2012 |  |  | 2011     |   |  | 2010 |         
|Volume                                              |  |                       | 91.5     |   |            |  | 87.0     |       |  |  | 87.0     |   |  |      | 34.7     |   |      |  | 33.4     |      |  |  | 33.0     |   |  |      | 126.2    |   |  |  | 120.4    |   |  |  | 120.0    |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net sales                                           |  |                       | 18,491.8 |   |            |  | 15,905.1 |       |  |  | 14,567.7 |   |  |      | 3,821.5  |   |      |  | 3,227.3  |      |  |  | 3,142.8  |   |  |      | 22,313.3 |   |  |  | 19,132.4 |   |  |  | 17,710.5 |  
|Cost of sales                                       |  |                       | (5,255.6 | ) |            |  | (4,526.4 | )     |  |  | (4,345.4 | ) |  |      | (1,694.9 | ) |      |  | (1,479.7 | )    |  |  | (1,448.5 | ) |  |      | (6,950.5 | ) |  |  | (6,006.1 | ) |  |  | (5,793.9 | )
|Gross profit                                        |  |                       | 13,236.2 |   |            |  | 11,378.7 |       |  |  | 10,222.3 |   |  |      | 2,126.6  |   |      |  | 1,747.6  |      |  |  | 1,694.3  |   |  |      | 15,362.8 |   |  |  | 13,126.3 |   |  |  | 11,916.6 |  
|Sales and marketing expenses                        |  |                       | (4,286.2 | ) |            |  | (3,724.5 | )     |  |  | (3,627.2 | ) |  |      | (759.9   | ) |      |  | (639.3   | )    |  |  | (627.4   | ) |  |      | (5,046.1 | ) |  |  | (4,363.8 | ) |  |  | (4,254.6 | )
|Administrative expenses                             |  |                       | (1,066.8 | ) |            |  | (818.0   | )     |  |  | (826.8   | ) |  |      | (146.5   | ) |      |  | (95.0    | )    |  |  | (101.8   | ) |  |      | (1,213.3 | ) |  |  | (913.0   | ) |  |  | (928.6   | )
|Other operating income/(expenses)                   |  |                       | 649.1    |   |            |  | 605.5    |       |  |  | 504.2    |   |  |      | 191.6    |   |      |  | 167.6    |      |  |  | 133.1    |   |  |      | 840.7    |   |  |  | 773.1    |   |  |  | 637.3    |  
|Normalized income from operations (normalized EBIT) |  |                       | 8,532.3  |   |            |  | 7,441.7  |       |  |  | 6,272.5  |   |  |      | 1,411.8  |   |      |  | 1,180.9  |      |  |  | 1,098.2  |   |  |      | 9,944.1  |   |  |  | 8,622.6  |   |  |  | 7,370.7  |  
|Special items                                       |  |                       | (42.2    | ) |            |  | 26.6     |       |  |  | (59.2    | ) |  |      | (8.2     | ) |      |  | 9.0      |      |  |  | (0.1     | ) |  |      | (50.4    | ) |  |  | 35.6     |   |  |  | (59.3    | )
|Income from operations (EBIT)                       |  |                       | 8,490.1  |   |            |  | 7,468.3  |       |  |  | 6,213.3  |   |  |      | 1,403.6  |   |      |  | 1,189.9  |      |  |  | 1,098.1  |   |  |      | 9,893.7  |   |  |  | 8,658.2  |   |  |  | 7,311.4  |  
|Net finance cost                                    |  |                       | (702.9   | ) |            |  | (286.1   | )     |  |  | (174.3   | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (702.9   | ) |  |  | (286.1   | ) |  |  | (174.3   | )
|Share of result of associates                       |  |                       |         |   |            |  |         |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |   |  |  |         |  
|Income before income tax                            |  |                       | 7,787.2  |   |            |  | 7,182.2  |       |  |  | 6,039.0  |   |  |      | 1,403.6  |   |      |  | 1,189.9  |      |  |  | 1,098.1  |   |  |      | 9,190.8  |   |  |  | 8,372.1  |   |  |  | 7,137.1  |  
|Income tax expense                                  |  |                       | (1,265.5 | ) |            |  | (1,620.3 | )     |  |  | (1,476.0 | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (1,265.5 | ) |  |  | (1,620.3 | ) |  |  | (1,476.0 | )
|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net income                                          |  |                       | 6,521.7  |   |            |  | 5,561.9  |       |  |  | 4,563.0  |   |  |      | 1,403.6  |   |      |  | 1,189.9  |      |  |  | 1,098.1  |   |  |      | 7,925.3  |   |  |  | 6,751.8  |   |  |  | 5,661.1  |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Normalized EBITDA                                   |  |                       | 9,548.6  |   |            |  | 8,204.7  |       |  |  | 7,076.2  |   |  |      | 1,688.1  |   |      |  | 1,421.7  |      |  |  | 1,358.7  |   |  |      | 11,236.7 |   |  |  | 9,626.4  |   |  |  | 8,434.9  |  
|Special items                                       |  |                       | (42.2    | ) |            |  | 26.6     |       |  |  | (59.2    | ) |  |      | (8.2     | ) |      |  | 9.0      |      |  |  | (0.1     | ) |  |      | (50.4    | ) |  |  | 35.6     |   |  |  | (59.3    | )
|Depreciation, amortization and impairment           |  |                       | (1,016.3 | ) |            |  | (763.0   | )     |  |  | (803.7   | ) |  |      | (276.3   | ) |      |  | (240.8   | )    |  |  | (260.5   | ) |  |      | (1,292.6 | ) |  |  | (1,003.8 | ) |  |  | (1,064.2 | )
|Net finance costs                                   |  |                       | (702.9   | ) |            |  | (286.1   | )     |  |  | (174.3   | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (702.9   | ) |  |  | (286.1   | ) |  |  | (174.3   | )
|Share of results of associates                      |  |                       |         |   |            |  |         |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |   |  |  |         |  
|Income tax expense                                  |  |                       | (1,265.5 | ) |            |  | (1,620.3 | )     |  |  | (1,476.0 | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (1,265.5 | ) |  |  | (1,620.3 | ) |  |  | (1,476.0 | )
|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net income                                          |  |                       | 6,521.7  |   |            |  | 5,561.9  |       |  |  | 4,563.0  |   |  |      | 1,403.6  |   |      |  | 1,189.9  |      |  |  | 1,098.1  |   |  |      | 7,925.3  |   |  |  | 6,751.8  |   |  |  | 5,661.1  |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Normalized EBITDA margin in %                       |  |                       | 51.6     | % |            |  | 51.6     | %     |  |  | 48.6     | % |  |      | 44.2     | % |      |  | 44.1     | %    |  |  | 43.2     | % |  |      | 50.4     | % |  |  | 50.3     | % |  |  | 47.6     | %



F-31



---

##### Table of Contents

|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|--------------------------------------------------- |  | ------ | -------- | - | ---------- |  | -------- | ----- |  |  | -------- | - |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  | ---- | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                    |  | Brazil |         
|                                                    |  | Beer   |          |   | Soft drink |  |          | Total | 
|(Expressed in million of Brazilian Reais)           |  | 2012   |          |   | 2011       |  |          | 2010  |  |  | 2012     |   |  | 2011 |          |   | 2010 |  |          | 2012 |  |  | 2011     |   |  | 2010 |         
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Volume                                              |  |        | 86.7     |   |            |  | 84.6     |       |  |  | 84.5     |   |  |      | 30.8     |   |      |  | 29.4     |      |  |  | 29.2     |   |  |      | 117.5    |   |  |  | 114.0    |   |  |  | 113.7    |  
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net sales                                           |  |        | 17,598.2 |   |            |  | 15,667.5 |       |  |  | 14,279.3 |   |  |      | 3,379.6  |   |      |  | 2,949.4  |      |  |  | 2,867.3  |   |  |      | 20,977.8 |   |  |  | 18,616.9 |   |  |  | 17,146.6 |  
|Cost of sales                                       |  |        | (4,825.7 | ) |            |  | (4,396.9 | )     |  |  | (4,167.3 | ) |  |      | (1,414.0 | ) |      |  | (1,283.2 | )    |  |  | (1,253.7 | ) |  |      | (6,239.7 | ) |  |  | (5,680.1 | ) |  |  | (5,421.0 | )
|Gross profit                                        |  |        | 12,772.5 |   |            |  | 11,270.6 |       |  |  | 10,112.0 |   |  |      | 1,965.6  |   |      |  | 1,666.2  |      |  |  | 1,613.6  |   |  |      | 14,738.1 |   |  |  | 12,936.8 |   |  |  | 11,725.6 |  
|Sales and marketing expenses                        |  |        | (4,000.1 | ) |            |  | (3,599.2 | )     |  |  | (3,465.1 | ) |  |      | (615.8   | ) |      |  | (541.6   | )    |  |  | (530.1   | ) |  |      | (4,615.9 | ) |  |  | (4,140.8 | ) |  |  | (3,995.2 | )
|Administrative expenses                             |  |        | (979.0   | ) |            |  | (794.8   | )     |  |  | (793.1   | ) |  |      | (94.5    | ) |      |  | (70.4    | )    |  |  | (77.6    | ) |  |      | (1,073.5 | ) |  |  | (865.3   | ) |  |  | (870.7   | )
|Other operating income/(expenses)                   |  |        | 651.4    |   |            |  | 607.5    |       |  |  | 501.9    |   |  |      | 185.5    |   |      |  | 168.8    |      |  |  | 132.3    |   |  |      | 836.9    |   |  |  | 776.3    |   |  |  | 634.2    |  
|Normalized income from operations (normalized EBIT) |  |        | 8,444.8  |   |            |  | 7,484.1  |       |  |  | 6,355.7  |   |  |      | 1,440.8  |   |      |  | 1,222.9  |      |  |  | 1,138.2  |   |  |      | 9,885.6  |   |  |  | 8,707.0  |   |  |  | 7,493.9  |  
|Special items                                       |  |        | (19.1    | ) |            |  | 26.6     |       |  |  | (59.2    | ) |  |      |         |   |      |  | 9.0      |      |  |  | (0.1     | ) |  |      | (19.1    | ) |  |  | 35.6     |   |  |  | (59.3    | )
|Income from operations (EBIT)                       |  |        | 8,425.7  |   |            |  | 7,510.7  |       |  |  | 6,296.5  |   |  |      | 1,440.8  |   |      |  | 1,231.9  |      |  |  | 1,138.1  |   |  |      | 9,866.5  |   |  |  | 8,742.6  |   |  |  | 7,434.6  |  
|Net finance cost                                    |  |        | (655.9   | ) |            |  | (271.4   | )     |  |  | (143.4   | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (655.9   | ) |  |  | (271.4   | ) |  |  | (143.4   | )
|Share of result of associates                       |  |        |         |   |            |  |         |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |   |  |  |         |  
|Income before income tax                            |  |        | 7,769.8  |   |            |  | 7,239.3  |       |  |  | 6,153.1  |   |  |      | 1,440.8  |   |      |  | 1,231.9  |      |  |  | 1,138.1  |   |  |      | 9,210.6  |   |  |  | 8,471.2  |   |  |  | 7,291.2  |  
|Income tax expense                                  |  |        | (1,229.7 | ) |            |  | (1,614.2 | )     |  |  | (1,481.0 | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (1,229.7 | ) |  |  | (1,614.2 | ) |  |  | (1,481.0 | )
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net income                                          |  |        | 6,540.1  |   |            |  | 5,625.1  |       |  |  | 4,672.1  |   |  |      | 1,440.8  |   |      |  | 1,231.9  |      |  |  | 1,138.1  |   |  |      | 7,980.9  |   |  |  | 6,857.0  |   |  |  | 5,810.2  |  
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Normalized EBITDA                                   |  |        | 9,361.6  |   |            |  | 8,216.5  |       |  |  | 7,120.1  |   |  |      | 1,670.2  |   |      |  | 1,434.4  |      |  |  | 1,370.5  |   |  |      | 11,031.8 |   |  |  | 9,650.9  |   |  |  | 8,490.6  |  
|Special items                                       |  |        | (19.1    | ) |            |  | 26.6     |       |  |  | (59.2    | ) |  |      |         |   |      |  | 9.0      |      |  |  | (0.1     | ) |  |      | (19.1    | ) |  |  | 35.6     |   |  |  | (59.3    | )
|Depreciation, amortization and impairment           |  |        | (916.8   | ) |            |  | (732.4   | )     |  |  | (764.4   | ) |  |      | (229.4   | ) |      |  | (211.5   | )    |  |  | (232.3   | ) |  |      | (1,146.3 | ) |  |  | (943.9   | ) |  |  | (996.7   | )
|Net finance costs                                   |  |        | (655.9   | ) |            |  | (271.4   | )     |  |  | (143.4   | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (655.9   | ) |  |  | (271.4   | ) |  |  | (143.4   | )
|Share of results of associates                      |  |        |         |   |            |  |         |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |   |  |  |         |  
|Income tax expense                                  |  |        | (1,229.7 | ) |            |  | (1,614.2 | )     |  |  | (1,481.0 | ) |  |      |         |   |      |  |         |      |  |  |         |   |  |      | (1,229.7 | ) |  |  | (1,614.2 | ) |  |  | (1,481.0 | )
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net income                                          |  |        | 6,540.1  |   |            |  | 5,625.1  |       |  |  | 4,672.1  |   |  |      | 1,440.8  |   |      |  | 1,231.9  |      |  |  | 1,138.1  |   |  |      | 7,980.8  |   |  |  | 6,857.0  |   |  |  | 5,810.2  |  
|                                                    |  |        |          |   |            |  |          |       |  |  |          |   |  |      |          |   |      |  |          |      |  |  |          |   |  |      |          |   |  |  |          |   |  |  |          |  
|Normalized EBITDA margin in %                       |  |        | 53.2     | % |            |  | 52.4     | %     |  |  | 49.9     | % |  |      | 49.4     | % |      |  | 48.6     | %    |  |  | 47.8     | % |  |      | 52.6     | % |  |  | 51.8     | % |  |  | 49.5     | %



F-32



---

##### Table of Contents

|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|--------------------------------------------------- |  | ------- | ------ | - | ---------- |  | ------ | ----- |  |  | ------ | - |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | - |  | ---- | ------- | - |  |  | ------ | - |  |  | ------ | -
|                                                    |  | HILA-ex |       
|                                                    |  | Beer    |        |   | Soft drink |  |        | Total | 
|(Expressed in million of Brazilian Reais)           |  | 2012    |        |   | 2011       |  |        | 2010  |  |  | 2012   |   |  | 2011 |        |   | 2010 |  |        | 2012 |  |  | 2011   |   |  | 2010 |        
|Volume                                              |  |         | 4.8    |   |            |  | 2.4    |       |  |  | 2.5    |   |  |      | 3.9    |   |      |  | 4.0    |      |  |  | 3.8    |   |  |      | 8.7     |   |  |  | 6.4    |   |  |  | 6.3    |  
|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|Net sales                                           |  |         | 893.6  |   |            |  | 237.6  |       |  |  | 288.4  |   |  |      | 441.9  |   |      |  | 277.9  |      |  |  | 275.5  |   |  |      | 1,335.5 |   |  |  | 515.5  |   |  |  | 563.9  |  
|Cost of sales                                       |  |         | (429.9 | ) |            |  | (129.5 | )     |  |  | (178.1 | ) |  |      | (280.9 | ) |      |  | (196.5 | )    |  |  | (194.8 | ) |  |      | (710.8  | ) |  |  | (326.0 | ) |  |  | (372.9 | )
|Gross profit                                        |  |         | 463.7  |   |            |  | 108.1  |       |  |  | 110.3  |   |  |      | 161.0  |   |      |  | 81.4   |      |  |  | 80.7   |   |  |      | 624.7   |   |  |  | 189.5  |   |  |  | 191.0  |  
|Sales and marketing expenses                        |  |         | (286.1 | ) |            |  | (125.3 | )     |  |  | (162.1 | ) |  |      | (144.1 | ) |      |  | (97.7  | )    |  |  | (97.3  | ) |  |      | (430.2  | ) |  |  | (223.0 | ) |  |  | (259.4 | )
|Administrative expenses                             |  |         | (87.8  | ) |            |  | (23.2  | )     |  |  | (33.7  | ) |  |      | (52.0  | ) |      |  | (24.5  | )    |  |  | (24.2  | ) |  |      | (139.8  | ) |  |  | (47.7  | ) |  |  | (57.9  | )
|Other operating income/(expenses)                   |  |         | (2.3   | ) |            |  | (2.0   | )     |  |  | 2.3    |   |  |      | 6.1    |   |      |  | (1.2   | )    |  |  | 0.8    |   |  |      | 3.8     |   |  |  | (3.2   | ) |  |  | 3.1    |  
|Normalized income from operations (normalized EBIT) |  |         | 87.5   |   |            |  | (42.4  | )     |  |  | (83.2  | ) |  |      | (29.0  | ) |      |  | (42.0  | )    |  |  | (40.0  | ) |  |      | 58.5    |   |  |  | (84.4  | ) |  |  | (123.2 | )
|Special items                                       |  |         | (23.1  | ) |            |  |       |       |  |  |       |   |  |      | (8.2   | ) |      |  |       |      |  |  |       |   |  |      | (31.3   | ) |  |  |       |   |  |  |       |  
|Income from operations (EBIT)                       |  |         | 64.4   |   |            |  | (42.4  | )     |  |  | (83.2  | ) |  |      | (37.2  | ) |      |  | (42.0  | )    |  |  | (40.0  | ) |  |      | 27.2    |   |  |  | (84.4  | ) |  |  | (123.2 | )
|Net finance cost                                    |  |         | (47.0  | ) |            |  | (14.7  | )     |  |  | (30.9  | ) |  |      |       |   |      |  |       |      |  |  |       |   |  |      | (47.0   | ) |  |  | (14.7  | ) |  |  | (30.9  | )
|Share of result of associates                       |  |         |       |   |            |  |       |       |  |  |       |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |        |   |  |  |       |   |  |  |       |  
|Income before income tax                            |  |         | 17.4   |   |            |  | (57.1  | )     |  |  | (114.1 | ) |  |      | (37.2  | ) |      |  | (42.0  | )    |  |  | (40.0  | ) |  |      | (19.8   | ) |  |  | (99.1  | ) |  |  | (154.1 | )
|Income tax expense                                  |  |         | (35.8  | ) |            |  | (6.1   | )     |  |  | 5.0    |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      | (35.8   | ) |  |  | (6.1   | ) |  |  | 5.0    |  
|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|Net income                                          |  |         | (18.4  | ) |            |  | (63.2  | )     |  |  | (109.1 | ) |  |      | (37.2  | ) |      |  | (42.0  | )    |  |  | (40.0  | ) |  |      | (55.6   | ) |  |  | (105.2 | ) |  |  | (149.1 | )
|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|Normalized EBITDA                                   |  |         | 187.0  |   |            |  | (11.8  | )     |  |  | (43.9  | ) |  |      | 17.9   |   |      |  | (12.7  | )    |  |  | (11.8  | ) |  |      | 204.9   |   |  |  | (24.5  | ) |  |  | (55.7  | )
|Special items                                       |  |         | (23.1  | ) |            |  |       |       |  |  |       |   |  |      | (8.2   | ) |      |  |       |      |  |  |       |   |  |      | (31.3   | ) |  |  |       |   |  |  |       |  
|Depreciation, amortization and impairment           |  |         | (99.5  | ) |            |  | (30.6  | )     |  |  | (39.3  | ) |  |      | (46.9  | ) |      |  | (29.3  | )    |  |  | (28.2  | ) |  |      | (146.4  | ) |  |  | (59.9  | ) |  |  | (67.5  | )
|Net finance costs                                   |  |         | (47.0  | ) |            |  | (14.7  | )     |  |  | (30.9  | ) |  |      |       |   |      |  |       |      |  |  |       |   |  |      | (47.0   | ) |  |  | (14.7  | ) |  |  | (30.9  | )
|Share of results of associates                      |  |         |       |   |            |  |       |       |  |  |       |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |        |   |  |  |       |   |  |  |       |  
|Income tax expense                                  |  |         | (35.8  | ) |            |  | (6.1   | )     |  |  | 5.0    |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      | (35.8   | ) |  |  | (6.1   | ) |  |  | 5.0    |  
|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|Net income                                          |  |         | (18.4  | ) |            |  | (63.2  | )     |  |  | (109.1 | ) |  |      | (37.2  | ) |      |  | (42.0  | )    |  |  | (40.0  | ) |  |      | (55.6   | ) |  |  | (105.2 | ) |  |  | (149.1 | )
|                                                    |  |         |        |   |            |  |        |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  |        |   |  |  |        |  
|Normalized EBITDA margin in %                       |  |         | 20.9   | % |            |  | -5.0   | %     |  |  | -15.2  | % |  |      | 4.1    | % |      |  | -4.5   | %    |  |  | -4.3   | % |  |      | 15.3    | % |  |  | -4.7   | % |  |  | -9.9   | %



F-33



---

##### Table of Contents

|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|--------------------------------------------------- |  | --------------------- | -------- | - | ---------- |  | -------- | ----- |  |  | ------- | - |  | ---- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | - |  | ---- | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                    |  | Latin America  south |         
|                                                    |  | Beer                  |          |   | Soft drink |  |          | Total | 
|(Expressed in million of Brazilian Reais)           |  | 2012                  |          |   | 2011       |  |          | 2010  |  |  | 2012    |   |  | 2011 |         |   | 2010 |  |         | 2012 |  |  | 2011    |   |  | 2010 |         
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|Volume                                              |  |                       | 21.6     |   |            |  | 21.6     |       |  |  | 21.0    |   |  |      | 12.7    |   |      |  | 13.0    |      |  |  | 12.9    |   |  |      | 34.3     |   |  |  | 34.6     |   |  |  | 33.9     |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net sales                                           |  |                       | 4,336.5  |   |            |  | 3,301.7  |       |  |  | 2,848.6 |   |  |      | 1,550.4 |   |      |  | 1,187.2 |      |  |  | 1,008.6 |   |  |      | 5,886.9  |   |  |  | 4,488.9  |   |  |  | 3,857.2  |  
|Cost of sales                                       |  |                       | (1,283.3 | ) |            |  | (1,011.7 | )     |  |  | (880.4  | ) |  |      | (912.7  | ) |      |  | (729.1  | )    |  |  | (619.8  | ) |  |      | (2,196.0 | ) |  |  | (1,740.8 | ) |  |  | (1,500.2 | )
|Gross profit                                        |  |                       | 3,053.2  |   |            |  | 2,290.0  |       |  |  | 1,968.2 |   |  |      | 637.7   |   |      |  | 458.1   |      |  |  | 388.8   |   |  |      | 3,690.9  |   |  |  | 2,748.1  |   |  |  | 2,357.0  |  
|Sales and marketing expenses                        |  |                       | (731.5   | ) |            |  | (565.2   | )     |  |  | (481.3  | ) |  |      | (355.6  | ) |      |  | (263.6  | )    |  |  | (240.2  | ) |  |      | (1,087.1 | ) |  |  | (828.8   | ) |  |  | (721.5   | )
|Administrative expenses                             |  |                       | (148.9   | ) |            |  | (135.9   | )     |  |  | (132.2  | ) |  |      | (41.2   | ) |      |  | (13.6   | )    |  |  | (7.7    | ) |  |      | (190.1   | ) |  |  | (149.5   | ) |  |  | (139.9   | )
|Other operating income/(expenses)                   |  |                       | 9.6      |   |            |  | (4.2     | )     |  |  | (13.9   | ) |  |      | (2.3    | ) |      |  | 6.3     |      |  |  |        |   |  |      | 7.3      |   |  |  | 2.1      |   |  |  | (13.9    | )
|Normalized income from operations (normalized EBIT) |  |                       | 2,182.4  |   |            |  | 1,584.7  |       |  |  | 1,340.8 |   |  |      | 238.6   |   |      |  | 187.2   |      |  |  | 140.9   |   |  |      | 2,421.0  |   |  |  | 1,771.9  |   |  |  | 1,481.7  |  
|Special items                                       |  |                       |         |   |            |  | (9.2     | )     |  |  | (14.1   | ) |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  | (9.2     | ) |  |  | (14.1    | )
|Income from operations (EBIT)                       |  |                       | 2,182.4  |   |            |  | 1,575.5  |       |  |  | 1,326.7 |   |  |      | 238.6   |   |      |  | 187.2   |      |  |  | 140.9   |   |  |      | 2,421.0  |   |  |  | 1,762.7  |   |  |  | 1,467.6  |  
|Net finance cost                                    |  |                       | (84.2    | ) |            |  | (99.0    | )     |  |  | (97.2   | ) |  |      | (27.3   | ) |      |  | (0.7    | )    |  |  | (0.4    | ) |  |      | (111.5   | ) |  |  | (99.7    | ) |  |  | (97.6    | )
|Share of result of associates                       |  |                       |         |   |            |  | 0.1      |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  | 0.1      |   |  |  |         |  
|Income before income tax                            |  |                       | 2,098.2  |   |            |  | 1,476.6  |       |  |  | 1,229.5 |   |  |      | 211.3   |   |      |  | 186.5   |      |  |  | 140.5   |   |  |      | 2,309.5  |   |  |  | 1,663.1  |   |  |  | 1,370.0  |  
|Income tax expense                                  |  |                       | (659.2   | ) |            |  | (478.1   | )     |  |  | (404.5  | ) |  |      | (2.2    | ) |      |  | (1.9    | )    |  |  | (2.2    | ) |  |      | (661.4   | ) |  |  | (480.0   | ) |  |  | (406.7   | )
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net income                                          |  |                       | 1,439.0  |   |            |  | 998.5    |       |  |  | 825.0   |   |  |      | 209.1   |   |      |  | 184.6   |      |  |  | 138.3   |   |  |      | 1,648.1  |   |  |  | 1,183.1  |   |  |  | 963.3    |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|Normalized EBITDA                                   |  |                       | 2,446.9  |   |            |  | 1,811.9  |       |  |  | 1,561.6 |   |  |      | 305.9   |   |      |  | 247.4   |      |  |  | 202.4   |   |  |      | 2,752.8  |   |  |  | 2,059.3  |   |  |  | 1,764.0  |  
|Special items                                       |  |                       |         |   |            |  | (9.2     | )     |  |  | (14.1   | ) |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  | (9.2     | ) |  |  | (14.1    | )
|Depreciation, amortization and impairment           |  |                       | (264.5   | ) |            |  | (227.2   | )     |  |  | (220.8  | ) |  |      | (67.3   | ) |      |  | (60.2   | )    |  |  | (61.5   | ) |  |      | (331.8   | ) |  |  | (287.4   | ) |  |  | (282.3   | )
|Net finance costs                                   |  |                       | (84.2    | ) |            |  | (99.0    | )     |  |  | (97.2   | ) |  |      | (27.3   | ) |      |  | (0.7    | )    |  |  | (0.4    | ) |  |      | (111.5   | ) |  |  | (99.7    | ) |  |  | (97.6    | )
|Share of results of associates                      |  |                       |         |   |            |  | 0.1      |       |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |         |   |  |  | 0.1      |   |  |  |         |  
|Income tax expense                                  |  |                       | (659.2   | ) |            |  | (478.1   | )     |  |  | (404.5  | ) |  |      | (2.2    | ) |      |  | (1.9    | )    |  |  | (2.2    | ) |  |      | (661.4   | ) |  |  | (480.0   | ) |  |  | (406.7   | )
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|Net income                                          |  |                       | 1,439.0  |   |            |  | 998.5    |       |  |  | 825.0   |   |  |      | 209.1   |   |      |  | 184.6   |      |  |  | 138.3   |   |  |      | 1,648.1  |   |  |  | 1,183.1  |   |  |  | 963.3    |  
|                                                    |  |                       |          |   |            |  |          |       |  |  |         |   |  |      |         |   |      |  |         |      |  |  |         |   |  |      |          |   |  |  |          |   |  |  |          |  
|Normalized EBITDA margin in %                       |  |                       | 56.4     | % |            |  | 54.9     | %     |  |  | 54.8    | % |  |      | 19.7    | % |      |  | 20.8    | %    |  |  | 20.1    | % |  |      | 46.8     | % |  |  | 45.9     | % |  |  | 45.7     | %



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##### Table of Contents

|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|--------------------------------------------------- |  | ------ | -------- | - | ----- |  | -------- | ---- |  |  | -------- | - |  | ---- | -------- | - | ----- |  | -------- | - |  |  | -------- | -
|                                                    |  | Canada |         
|                                                    |  | 2012   |          |   | 2011  |  |          | 2010 | 
|(Expressed in million of Brazilian Reais)           |  | Beer   |          |   | Total |  |          | Beer |  |  | Total    |   |  | Beer |          |   | Total | 
|Volume                                              |  |        | 9.4      |   |       |  | 9.4      |      |  |  | 10.1     |   |  |      | 10.1     |   |       |  | 11.2     |   |  |  | 11.2     |  
|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|Net sales                                           |  |        | 4,030.8  |   |       |  | 4,030.8  |      |  |  | 3,505.4  |   |  |      | 3,505.4  |   |       |  | 3,665.6  |   |  |  | 3,665.6  |  
|Cost of sales                                       |  |        | (1,145.0 | ) |       |  | (1,145.0 | )    |  |  | (1,046.4 | ) |  |      | (1,046.4 | ) |       |  | (1,154.9 | ) |  |  | (1,154.9 | )
|Gross profit                                        |  |        | 2,885.8  |   |       |  | 2,885.8  |      |  |  | 2,459.0  |   |  |      | 2,459.0  |   |       |  | 2,510.7  |   |  |  | 2,510.7  |  
|Sales and marketing expenses                        |  |        | (1,213.4 | ) |       |  | (1,213.4 | )    |  |  | (1,058.4 | ) |  |      | (1,058.4 | ) |       |  | (1,062.4 | ) |  |  | (1,062.4 | )
|Administrative expenses                             |  |        | (143.1   | ) |       |  | (143.1   | )    |  |  | (118.1   | ) |  |      | (118.1   | ) |       |  | (128.5   | ) |  |  | (128.5   | )
|Other operating income/(expenses)                   |  |        | 16.0     |   |       |  | 16.0     |      |  |  | 9.3      |   |  |      | 9.3      |   |       |  | 1.5      |   |  |  | 1.5      |  
|Normalized income from operations (normalized EBIT) |  |        | 1,545.3  |   |       |  | 1,545.3  |      |  |  | 1,291.8  |   |  |      | 1,291.8  |   |       |  | 1,321.3  |   |  |  | 1,321.3  |  
|Special items                                       |  |        |         |   |       |  |         |      |  |  | (3.3     | ) |  |      | (3.3     | ) |       |  | (77.4    | ) |  |  | (77.4    | )
|Income from operations (EBIT)                       |  |        | 1,545.3  |   |       |  | 1,545.3  |      |  |  | 1,288.5  |   |  |      | 1,288.5  |   |       |  | 1,243.9  |   |  |  | 1,243.9  |  
|Net finance cost                                    |  |        | 1.6      |   |       |  | 1.6      |      |  |  | (82.3    | ) |  |      | (82.3    | ) |       |  | (47.5    | ) |  |  | (47.5    | )
|Share of result of associates                       |  |        | 0.5      |   |       |  | 0.5      |      |  |  | 0.4      |   |  |      | 0.4      |   |       |  | 0.2      |   |  |  | 0.2      |  
|Income before income tax                            |  |        | 1,547.4  |   |       |  | 1,547.4  |      |  |  | 1,206.6  |   |  |      | 1,206.6  |   |       |  | 1,196.6  |   |  |  | 1,196.6  |  
|Income tax expense                                  |  |        | (478.2   | ) |       |  | (478.2   | )    |  |  | (421.7   | ) |  |      | (421.7   | ) |       |  | (201.8   | ) |  |  | (201.8   | )
|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|Net income                                          |  |        | 1,069.2  |   |       |  | 1,069.2  |      |  |  | 784.9    |   |  |      | 784.9    |   |       |  | 994.8    |   |  |  | 994.8    |  
|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|Normalized EBITDA                                   |  |        | 1,689.5  |   |       |  | 1,689.5  |      |  |  | 1,455.4  |   |  |      | 1,455.4  |   |       |  | 1,508.1  |   |  |  | 1,508.1  |  
|Special items                                       |  |        |         |   |       |  |         |      |  |  | (3.3     | ) |  |      | (3.3     | ) |       |  | (77.4    | ) |  |  | (77.4    | )
|Depreciation, amortization and impairment           |  |        | (144.2   | ) |       |  | (144.2   | )    |  |  | (163.6   | ) |  |      | (163.6   | ) |       |  | (186.8   | ) |  |  | (186.8   | )
|Net finance costs                                   |  |        | 1.6      |   |       |  | 1.6      |      |  |  | (82.3    | ) |  |      | (82.3    | ) |       |  | (47.5    | ) |  |  | (47.5    | )
|Share of results of associates                      |  |        | 0.5      |   |       |  | 0.5      |      |  |  | 0.4      |   |  |      | 0.4      |   |       |  | 0.2      |   |  |  | 0.2      |  
|Income tax expense                                  |  |        | (478.2   | ) |       |  | (478.2   | )    |  |  | (421.7   | ) |  |      | (421.7   | ) |       |  | (201.8   | ) |  |  | (201.8   | )
|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|Net income                                          |  |        | 1,069.2  |   |       |  | 1,069.2  |      |  |  | 784.9    |   |  |      | 784.9    |   |       |  | 994.8    |   |  |  | 994.8    |  
|                                                    |  |        |          |   |       |  |          |      |  |  |          |   |  |      |          |   |       |  |          |   |  |  |          |  
|Normalized EBITDA margin in %                       |  |        | 41.9     | % |       |  | 41.9     | %    |  |  | 41.5     | % |  |      | 41.5     | % |       |  | 41.1     | % |  |  | 41.1     | %

Volume information unaudited.

5. ACQUISITION AND DISPOSAL OF SUBSIDIARIES

Acquisitions undertaken in 2012:

(i) Acquisition of Cervecería Nacional Dominicana

On May 11, 2012, Ambev Brasil Bebidas S.A. (Ambev Brasil), a closely-held subsidiary of Ambev, concluded a transaction to
form a strategic alliance with E. León Jimenes S.A., which owned 83.5% of Cervecería Nacional Dominicana S.A. (CND), to create the leading beverage Company in the Caribbean through the combination of their businesses in the
region. Ambevs initial indirect interest in CND was acquired through a cash payment of US$1.0 billion (R$2.0 billion) and the contribution of Ambev Dominicana. Separately, Ambev Brasil acquired an additional stake in CND of 9.3%, which was
owned by Heineken N.V. (Heineken), for 237 million US dollar on May 17, 2012, the closing date, when Ambev obtained control owning a total indirect interest of approximately 51% in CND.

During September and October, as part of the same transaction, Ambev Brasil acquired additional stakes in CND of approximately 0.88% and 0.11%
in cash for R$45 million and R$6 million, respectively, increasing its indirect interest to approximately 52.0%, still within the period specified in the shareholders agreement.

The Company is in the process of finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed in
compliance with IFRS 3. The provisional allocation of the purchase price included in



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##### Table of Contents

the accounting statements as at December 31, 2012 is based on the companys current best estimates and primarily on valuations prepared by independent specialists. The completion of the
purchase price allocation may result in further adjustment to the carrying value of CNDs book assets and liabilities and the determination of any residual amount to be allocated to goodwill.

The transaction resulted in the provisional recognition of goodwill in the amount of R$2.1 billion as at December 31, 2012. The
factors that contributed to the recognition of goodwill include expected future profitability of the acquired business, including synergies. Part of the goodwill will be deductible for tax purposes. Acquisition related costs amounting to R$15.8 are
included in the income statement and disclosed in the note 8.

The non-controlling interest was measured by the current
proportionate share in the recognized amounts of identifiable net assets of the acquiree.

As of the completion date of the
acquisition, CND contributed R$721.9 to the Companys revenues and R$67.8 its profit of the Company. If the acquisition date had been January 1st, 2012 it is estimated that the revenue and profit would have been of R$987.2 and R$112.0,
respectively.

As part of the shareholders agreement between Ambev and ELJ, a put and call arrangement is in place, which may
result in Ambev acquiring the remaining shares of CND. The put option granted to ELJ is exercisable annually up to 2019, while Ambevs call option is exercisable annually as of 2019. The put and call price is based on a formula which will take
into account the Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) of the consolidated operations in the Dominican Republic.

As of December 31, 2012 the put option held by ELJ is valued at approximately R$2.1 billion and was recognized as a liability against equity in line with IFRS 3. No value was attributed to the call
option held by Ambev.

Ambevs ownership interest in Ambev Dominicana changed from 100% to, approximately, 55%. As this
change did not result in a change in control of the Ambev Dominicana, this transaction was booked for as an equity transaction. Thus, the carrying amount of the non-controlling interest was adjusted to reflect the change. The difference between the
carrying amount by which the non-controlling interest was recorded and the fair value of the consideration paid was recognized in equity and attributed to the equity holders of Ambev.

(ii) Arosuco Aromas e Sucos Ltda. (Arosuco), responsible mainly for the production of concentrates used in the production of
soft drinks, teas and sports drinks, acquired in January 2012 all the shares issued by the Company Lachaise Aromas e Participações Ltda. (Lachaise), whose main corporate purpose is the production of flavorings, a necessary
ingredient in the production of concentrates, thus reducing the need for the Group to acquire these ingredients from third parties. With a view to streamlining and simplifying the Groups corporate structure, Arosuco merged with Lachaise.

(iii) In March 2012, the subsidiary CRBS S.A. acquired Lugano Distribuidora de Bebidas Ltda. (formerly Lambert &
Cia. Ltda.), located in the south of Brazil.



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##### Table of Contents

The following table summarizes the consideration paid for CND and the provisional allocation of
the assets acquired and liabilities assumed as recognized on the acquisition date, as well as the fair value on the acquisition date of the non-controlling interests in CND, in addition to a breakdown of the goodwill recognized in the acquisition of
Lachaise and Lugano, both in 2012:



|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|--------------------------------------- |  | --- | ------- | - | -------- |  | ----- | ------ |  |  | --------- | - |  | --------- | ------- | - |  |  | ---- | -
|Assets                                  |  | CND |         |   | Lachaise |  |       | Lugano |  |  | 2012Total |   |  | 2011Total |        
|Non-current assets                      |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Property, plant and equipment           |  |     | 703.7   |   |          |  |      |        |  |  | 0.6       |   |  |           | 704.3   |   |  |  | 8.7  |  
|Intangible assets                       |  |     | 874.8   |   |          |  | 2.8   |        |  |  | 5.5       |   |  |           | 883.1   |   |  |  |     |  
|Trade and other receivables             |  |     | 602.8   |   |          |  |      |        |  |  | 0.1       |   |  |           | 602.9   |   |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|                                        |  |     | 2,181.3 |   |          |  | 2.8   |        |  |  | 6.2       |   |  |           | 2,190.3 |   |  |  | 8.7  |  
|Current assets                          |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Inventories                             |  |     | 51.2    |   |          |  | 0.1   |        |  |  |          |   |  |           | 51.3    |   |  |  |     |  
|Trade and other receivables             |  |     | 97.6    |   |          |  | 0.3   |        |  |  | 2.7       |   |  |           | 100.6   |   |  |  |     |  
|Cash and cash equivalents               |  |     | 54.5    |   |          |  |      |        |  |  | 0.6       |   |  |           | 55.1    |   |  |  |     |  
|Assets held for sale                    |  |     | 4.0     |   |          |  |      |        |  |  | 0.2       |   |  |           | 4.2     |   |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|                                        |  |     | 207.3   |   |          |  | 0.4   |        |  |  | 3.5       |   |  |           | 211.2   |   |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Liabilities                             |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Non-current liabilities                 |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Employee benefits                       |  |     | (21.6   | ) |          |  |      |        |  |  |          |   |  |           | (21.6   | ) |  |  |     |  
|Provisions                              |  |     | (40.2   | ) |          |  |      |        |  |  |          |   |  |           | (40.2   | ) |  |  | (2.6 | )
|Deferred tax liabilities                |  |     | (279.1  | ) |          |  |      |        |  |  |          |   |  |           | (279.1  | ) |  |  |     |  
|Interest-bearing loans and borrowings   |  |     | (442.0  | ) |          |  |      |        |  |  |          |   |  |           | (442.0  | ) |  |  |     |  
|Trade and other payables                |  |     |        |   |          |  | (18.0 | )      |  |  |          |   |  |           | (18.0   | ) |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|                                        |  |     | (782.9  | ) |          |  | (18.0 | )      |  |  |          |   |  |           | (800.9  | ) |  |  | (2.6 | )
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Current liabilities                     |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Trade and other payables                |  |     | (115.6  | ) |          |  | (0.4  | )      |  |  | (0.8      | ) |  |           | (116.8  | ) |  |  |     |  
|Interest-bearing loans and borrowings   |  |     | (86.4   | ) |          |  |      |        |  |  |          |   |  |           | (86.4   | ) |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|                                        |  |     | (202.0  | ) |          |  | (0.4  | )      |  |  | (0.8      | ) |  |           | (203.2  | ) |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Net identifiable assets and liabilities |  |     | 1,403.7 |   |          |  | (15.2 | )      |  |  | 8.9       |   |  |           | 1,397.4 |   |  |  | 6.1  |  
|Goodwill on acquisition                 |  |     | 2,099.5 |   |          |  | 25.2  |        |  |  | 11.3      |   |  |           | 2,136.0 |   |  |  | 0.7  |  
|Non-controlling interests share         |  |     | (673.1  | ) |          |  |      |        |  |  |          |   |  |           | (673.1  | ) |  |  |     |  
|Non-cash consideration                  |  |     | (263.3  | ) |          |  | (2.0  | )      |  |  |          |   |  |           | (265.3  | ) |  |  |     |  
|Trade payables                          |  |     |        |   |          |  |      |        |  |  | (2.9      | ) |  |           | (2.9    | ) |  |  | (6.1 | )
|Cash (acquired)/disposed                |  |     | (54.5   | ) |          |  |      |        |  |  | (0.6      | ) |  |           | (55.1   | ) |  |  |     |  
|                                        |  |     |         |   |          |  |       |        |  |  |           |   |  |           |         |   |  |  |      |  
|Net cash outflow/(inflow)               |  |     | 2,512.3 |   |          |  | 8.0   |        |  |  | 16.7      |   |  |           | 2,537.0 |   |  |  | 0.7  |  

Acquisitions undertaken in 2011:

The subsidiary CRBS SA (CRBS) acquired in December 2011, all the shares issued by Boettcher Empreendimentos Ltda., for R$ 6.8,
recognizing goodwill of R$ 0.7.

Disposal in 2010:

On October 20, 2010, Ambev and Cerveceria Regional executed a transaction pursuant to which they combined their businesses in Venezuela,
where upon Cerveceria Regional assumed an 85% interest and Ambev the remaining 15% which may be increased to 20% over the next four years. The measurement at fair value of the retained interest, as prescribed b y Amended IAS 27 Consolidated and
separate financial statements, led to the recognition of an impairment loss of R$49.6.



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##### Table of Contents

6. NET SALES

The reconciliation of gross sales to net sales is as follows:



|                              |  |      |           |   |      |  |           |      |  |  |           |  
|----------------------------- |  | ---- | --------- | - | ---- |  | --------- | ---- |  |  | --------- | -
|                              |  | 2012 |           |   | 2011 |  |           | 2010 | 
|Gross sales                   |  |      | 63,186.0  |   |      |  | 53,040.3  |      |  |  | 46,881.4  |  
|Deductions from gross revenue |  |      | (30,955.0 | ) |      |  | (25,913.6 | )    |  |  | (21,648.1 | )
|                              |  |      |           |   |      |  |           |      |  |  |           |  
|                              |  |      | 32,231.0  |   |      |  | 27,126.7  |      |  |  | 25,233.3  |  

The deductions of the gross revenue are represented by the taxes and rebates. Services provided by
distributors, such as the promotion of our brands, logistics services and strategic location in stores are not considered as reduction in revenue when separately identifiable.

7. OTHER OPERATING INCOME / (EXPENSES)



|                                                                            |  |      |       |  |      |  |       |      |  |  |       | 
|--------------------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                                                                            |  | 2012 |       |  | 2011 |  |       | 2010 | 
|Government grants/NPV of long term fiscal incentives                        |  |      | 698.5 |  |      |  | 580.8 |      |  |  | 415.1 | 
|Tax recovery                                                                |  |      | 38.8  |  |      |  | 46.1  |      |  |  | 52.3  | 
|Net gain on disposal of property, plant and equipment and intangible assets |  |      | 36.4  |  |      |  | 24.6  |      |  |  | 20.9  | 
|Net rental income                                                           |  |      | 2.9   |  |      |  | 4.9   |      |  |  | 3.4   | 
|Net other operating income                                                  |  |      | 87.4  |  |      |  | 128.1 |      |  |  | 133.2 | 
|                                                                            |  |      |       |  |      |  |       |      |  |  |       | 
|                                                                            |  |      | 864.0 |  |      |  | 784.5 |      |  |  | 624.9 | 

Government grants are related to ICMS (Brazilian State value added) tax incentives.

8. SPECIAL ITEMS

Special items are those that in managements judgment need to be disclosed by virtue of their size or nature. In determining whether an event or transaction classifies as special, management
considers quantitative as well as qualitative factors such as the frequency or predictability of the occurrence, and the potential for impacting the variation in profit or loss. These items are disclosed in the consolidated income statement or
separately in the notes to the financial statements. Transactions which may give rise to special items are principally restructuring activities, impairments, and gains or losses on disposal of assets and investments. The Company considers these
items to be naturally significant and accordingly, has excluded these when measuring segment-based performance, as per note 4.

The special items included in the income statement are detailed below:



|                                         |  |      |       |   |      |  |       |      |  |  |        |  
|---------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ------ | -
|                                         |  | 2012 |       |   | 2011 |  |       | 2010 | 
|Restructuring                            |  |      | (31.3 | ) |      |  | (12.5 | )    |  |  | (45.7  | )
|Acquisition of subsidiaries              |  |      | (15.8 | ) |      |  |      |      |  |  |       |  
|Impairment disposal Venezuela            |  |      |      |   |      |  |      |      |  |  | (55.9  | )
|Proceeds from sale of fixed assets       |  |      | (3.3  | ) |      |  | 35.6  |      |  |  |       |  
|Labatt Hamilton Brewery closure expenses |  |      |      |   |      |  |      |      |  |  | (46.2  | )
|Others                                   |  |      |      |   |      |  |      |      |  |  | (3.0   | )
|                                         |  |      |       |   |      |  |       |      |  |  |        |  
|                                         |  |      | (50.4 | ) |      |  | 23.1  |      |  |  | (150.8 | )

Expenses with acquisition of subsidiaries involve expenses incurred in the acquisition of
Cervecería Nacional Dominicana in May 2012, as mentioned in note 5. The restructuring expenses recognized in 2012 relate to realignment of structure at Ambev Dominicana and those recognized in 2011 relate to realignment of structure and
processes in the Latin America  South geographical segment.



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##### Table of Contents

In the first quarter of 2010, the Company began shutting down the Hamilton plant in Canada
which was part of the Labatt operations in anticipation of discontinuing its operations by April 30, 2010. As a consequence it recognized an expense of R$(46.2) in the year ended December 31, 2010, of which R$(12.3) related to closing
activities and R$(33.9) to asset impairments.

9. PAYROLL AND RELATED BENEFITS



|                                                  |  |      |         |  |      |  |         |      |  |  |         |  
|------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | -
|                                                  |  | 2012 |         |  | 2011 |  |         | 2010 | 
|Wages and salaries                                |  |      | 2,159.3 |  |      |  | 1,719.9 |      |  |  | 1,642.7 |  
|Social security contributions                     |  |      | 479.7   |  |      |  | 421.9   |      |  |  | 400.0   |  
|Other personnel cost                              |  |      | 459.7   |  |      |  | 393.7   |      |  |  | 373.0   |  
|Increase in liabilities for defined benefit plans |  |      | 3.4     |  |      |  | (13.2   | )    |  |  | (3.3    | )
|Share-based payment                               |  |      | 144.6   |  |      |  | 122.3   |      |  |  | 120.3   |  
|Contributions to defined contribution plans       |  |      | 9.4     |  |      |  | 8.8     |      |  |  | 6.7     |  
|                                                  |  |      |         |  |      |  |         |      |  |  |         |  
|                                                  |  |      | 3,256.1 |  |      |  | 2,653.4 |      |  |  | 2,539.4 |  
|                                                  |  |      |         |  |      |  |         |      |  |  |         |  
|Average number of full time employees (FTE)       |  |      | 51,299  |  |      |  | 46,503  |      |  |  | 44,924  |  
|                                                  |  |      |         |  |      |  |         |      |  |  |         |  
|                                                  |  |      |         |  |      |  |         |      |  |  |         |  
|                                                  |  |      | 2012    |  |      |  | 2011    |      |  |  | 2010    |  
|LAN (Brazil and Hila-Ex)                          |  |      | 1,949.5 |  |      |  | 1,576.4 |      |  |  | 1,482.4 |  
|LAS                                               |  |      | 548.1   |  |      |  | 421.1   |      |  |  | 384.6   |  
|Canada                                            |  |      | 758.5   |  |      |  | 655.9   |      |  |  | 672.4   |  
|                                                  |  |      |         |  |      |  |         |      |  |  |         |  
|                                                  |  |      | 3,256.1 |  |      |  | 2,653.4 |      |  |  | 2,539.4 |  

Payroll and related benefits by geographical segment:



|                         |  |      |         |  |      |  |         |      |  |  |         | 
|------------------------ |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                         |  | 2012 |         |  | 2011 |  |         | 2010 | 
|LAN (Brazil and Hila-Ex) |  |      | 1,949.5 |  |      |  | 1,576.4 |      |  |  | 1,482.4 | 
|LAS                      |  |      | 548.1   |  |      |  | 421.1   |      |  |  | 384.6   | 
|Canada                   |  |      | 758.5   |  |      |  | 655.9   |      |  |  | 672.4   | 
|                         |  |      |         |  |      |  |         |      |  |  |         | 
|                         |  |      | 3,256.1 |  |      |  | 2,653.4 |      |  |  | 2,539.4 | 

10. ADDITIONAL INFORMATION ON OPERATING EXPENSES BY NATURE

Depreciation, amortization and impairment expenses are included in the following income statement accounts for the years 2012, 2011 and
2010:



|                             |  |                                                             |         |  |                                  |  |         |      |  |  |         |  |  |      |       |  |      |  |       |  |  |  |       | 
|---------------------------- |  | ----------------------------------------------------------- | ------- |  | -------------------------------- |  | ------- | ---- |  |  | ------- |  |  | ---- | ----- |  | ---- |  | ----- |  |  |  | ----- | 
|                             |  | Depreciation and impairment ofproperty, plant and equipment |         |  | Amortization ofintangible assets | 
|                             |  | 2012                                                        |         |  | 2011                             |  |         | 2010 |  |  | 2012    |  |  | 2011 |       |  | 2010 | 
|Cost of sales                |  |                                                             | 1,154.0 |  |                                  |  | 895.5   |      |  |  | 903.2   |  |  |      | 0.4   |  |      |  | 1.7   |  |  |  | 0.4   | 
|Sales and marketing expenses |  |                                                             | 359.5   |  |                                  |  | 332.8   |      |  |  | 400.7   |  |  |      | 116.7 |  |      |  | 110.3 |  |  |  | 111.4 | 
|Administrative expenses      |  |                                                             | 103.7   |  |                                  |  | 79.2    |      |  |  | 78.8    |  |  |      | 36.3  |  |      |  | 35.1  |  |  |  | 37.6  | 
|Special items                |  |                                                             |        |  |                                  |  |        |      |  |  | 33.9    |  |  |      |      |  |      |  |      |  |  |  |      | 
|                             |  |                                                             |         |  |                                  |  |         |      |  |  |         |  |  |      |       |  |      |  |       |  |  |  |       | 
|                             |  |                                                             | 1,617.2 |  |                                  |  | 1,307.5 |      |  |  | 1,416.6 |  |  |      | 153.4 |  |      |  | 147.1 |  |  |  | 149.4 | 



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##### Table of Contents

11. FINANCE COST AND INCOME



|                                                                                   |  |      |          |   |      |  |          |      |  |  |          |  
|---------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|Finance costs                                                                      |  | 2012 |          |   | 2011 |  |          | 2010 | 
|                                                                                   |  |      |          |   |      |  |          |      |  |  |          |  
|Interest expense                                                                   |  |      | (455.2   | ) |      |  | (719.3   | )    |  |  | (661.1   | )
|Capitalized borrowings                                                             |  |      | 84.5     |   |      |  | 162.9    |      |  |  | 55.0     |  
|Losses on hedging instruments that are not part of a hedge accounting relationship |  |      | (560.0   | ) |      |  | (263.3   | )    |  |  | (271.6   | )
|Interest on tax contingencies                                                      |  |      | (118.6   | ) |      |  | (42.5    | )    |  |  | (28.0    | )
|Foreign exchange on dividends receivable                                           |  |      |         |   |      |  |         |      |  |  | (5.5     | )
|Interest and foreign exchange rate on loans                                        |  |      | (67.8    | ) |      |  | (75.3    | )    |  |  |         |  
|Exchange variation                                                                 |  |      | (127.7   | ) |      |  | (39.8    | )    |  |  | (9.8     | )
|Anticipated bonds payment expenses                                                 |  |      |         |   |      |  | (82.6    | )    |  |  |         |  
|Tax on financial transactions                                                      |  |      | (109.4   | ) |      |  | (45.1    | )    |  |  | (47.5    | )
|Bank guarantee expenses                                                            |  |      | (73.6    | ) |      |  | (56.2    | )    |  |  | (57.6    | )
|Other financial costs, including bank fees                                         |  |      | (46.6    | ) |      |  | (72.5    | )    |  |  | (78.2    | )
|                                                                                   |  |      |          |   |      |  |          |      |  |  |          |  
|                                                                                   |  |      | (1,474.4 | ) |      |  | (1,233.7 | )    |  |  | (1,104.3 | )

Interest expenses are presented net of the effect of interest rate derivative instruments which mitigate
Ambevs interest rate risk (note 27).The interest expense recognized on hedged financial liabilities and the net interest expense from the related hedging derivative instruments are as follows:



|                                                                  |  |      |        |   |      |  |        |      |  |  |        |  
|----------------------------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Interest expense                                                  |  | 2012 |        |   | 2011 |  |        | 2010 | 
|                                                                  |  |      |        |   |      |  |        |      |  |  |        |  
|Financial liabilities measured at amortized cost                  |  |      | (324.5 | ) |      |  | (324.1 | )    |  |  | (275.2 | )
|Fair value hedge  hedged items                                   |  |      | (161.8 | ) |      |  | (156.6 | )    |  |  | (150.6 | )
|Fair value hedge  hedging instruments                            |  |      | 34.1   |   |      |  | (169.9 | )    |  |  | (173.2 | )
|Cash flow hedges  hedged items                                   |  |      | (5.9   | ) |      |  | (117.7 | )    |  |  | (114.6 | )
|Cash flow hedges  hedging instruments (reclassified from equity) |  |      | 2.9    |   |      |  | 49.0   |      |  |  | 52.5   |  
|                                                                  |  |      |        |   |      |  |        |      |  |  |        |  
|                                                                  |  |      | (455.2 | ) |      |  | (719.3 | )    |  |  | (661.1 | )

Foreign exchange gains and losses are presented net of the effect of foreign exchange derivative instruments
designated as hedges. The interest expense recognized on unhedged or hedged financial liabilities and the net interest expense from the related hedging derivative instruments are as follows:



|                                                                  |  |      |       |   |      |  |        |      |  |  |       |  
|----------------------------------------------------------------- |  | ---- | ----- | - | ---- |  | ------ | ---- |  |  | ----- | -
|                                                                  |  | 2012 |       |   | 2011 |  |        | 2010 | 
|Fair value hedge  hedged items                                   |  |      |      |   |      |  | (132.2 | )    |  |  | 77.1  |  
|Fair value hedge  hedging instruments                            |  |      |      |   |      |  | 136.5  |      |  |  | (78.4 | )
|Cash flow hedges  hedged items                                   |  |      | (23.6 | ) |      |  | 21.5   |      |  |  | 3.7   |  
|Cash flow hedges  hedging instruments (reclassified from equity) |  |      | 23.8  |   |      |  | (19.8  | )    |  |  | 0.8   |  
|Others                                                            |  |      | (0.2  | ) |      |  | (6.0   | )    |  |  | (3.2  | )
|                                                                  |  |      |       |   |      |  |        |      |  |  |       |  
|                                                                  |  |      | (0    | ) |      |  | 0      |      |  |  | (0    | )



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##### Table of Contents

Income from Cash flow hedges primarily refers to the loan in Brazilian Reais loan raised in
Canada, which was settled on January 18, 2012.



|                                                                                      |  |      |       |  |      |  |       |      |  |  |       | 
|------------------------------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|Finance income                                                                        |  | 2012 |       |  | 2011 |  |       | 2010 | 
|                                                                                      |  |      |       |  |      |  |       |      |  |  |       | 
|Interest income                                                                       |  |      | 245.4 |  |      |  | 467.5 |      |  |  | 298.4 | 
|Net gains on hedging instruments that are not part of a hedge accounting relationship |  |      | 313.8 |  |      |  | 159.7 |      |  |  | 261.9 | 
|Hedge ineffectiveness gains                                                           |  |      | 6.6   |  |      |  | 6.8   |      |  |  | 28.6  | 
|Gains on no derivative instrument at fair value through profit or loss                |  |      | 77.5  |  |      |  | 118.0 |      |  |  | 149.0 | 
|Exchange variation                                                                    |  |      |      |  |      |  |      |      |  |  | 0.1   | 
|Monetary restatement gains/losses                                                     |  |      |      |  |      |  |      |      |  |  | 12.5  | 
|Interest and foreign exchange rate on loans                                           |  |      | 0.2   |  |      |  |      |      |  |  |      | 
|Dividend income, non-consolidated companies                                           |  |      |      |  |      |  | 1.9   |      |  |  |      | 
|Others                                                                                |  |      | 18.1  |  |      |  | 11.7  |      |  |  | 34.4  | 
|                                                                                      |  |      |       |  |      |  |       |      |  |  |       | 
|                                                                                      |  |      | 661.6 |  |      |  | 765.6 |      |  |  | 784.9 | 

Interest income arises from the following financial assets:



|                                       |  |      |       |  |      |  |       |      |  |  |       | 
|-------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|Interest income                        |  | 2012 |       |  | 2011 |  |       | 2010 | 
|                                       |  |      |       |  |      |  |       |      |  |  |       | 
|Cash and cash equivalents              |  |      | 189.0 |  |      |  | 380.0 |      |  |  | 254.3 | 
|Investment securities held for trading |  |      | 56.4  |  |      |  | 87.5  |      |  |  | 44.1  | 
|                                       |  |      |       |  |      |  |       |      |  |  |       | 
|                                       |  |      | 245.4 |  |      |  | 467.5 |      |  |  | 298.4 | 

The net income from the operational, investment and tax hedges recognized directly as Comprehensive Income is
shown below:



|                                                                            |  |      |        |   |      |  |        |      |  |  |       |  
|--------------------------------------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ----- | -
|Hedging reserve                                                             |  | 2012 |        |   | 2011 |  |        | 2010 | 
|Recognized in Equity (cash flow hedge)                                      |  |      | 488.8  |   |      |  | 185.6  |      |  |  | 96.8  |  
|Removed from Equity and included in profit or loss                          |  |      | (329.4 | ) |      |  | (188.1 | )    |  |  | (48.7 | )
|Deferred income tax variance in Equity and other changes                    |  |      | (119.0 | ) |      |  | (82.4  | )    |  |  | 95.6  |  
|                                                                            |  |      |        |   |      |  |        |      |  |  |       |  
|                                                                            |  |      | 40.4   |   |      |  | (84.9  | )    |  |  | 143.7 |  
|                                                                            |  |      |        |   |      |  |        |      |  |  |       |  
|Exchange differences on translation of foreign operations (gains/ (losses)) |  |      |        |   |      |  |        |      |  |  |       |  
|Effective portion of changes in fair value of net investment hedges         |  |      | (274.5 | ) |      |  | (280.4 | )    |  |  | 7.8   |  

12. INCOME TAX AND SOCIAL CONTRIBUTION

Income taxes reported in the income statement are analyzed as follows:



|                                                       |  |      |          |   |      |  |          |      |  |  |          |  
|------------------------------------------------------ |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                                       |  | 2012 |          |   | 2011 |  |          | 2010 | 
|Income tax expense  current                           |  |      | (2,150.6 | ) |      |  | (1,671.8 | )    |  |  | (1,281.6 | )
|                                                       |  |      |          |   |      |  |          |      |  |  |          |  
|Deferred tax (expense)/income on temporary differences |  |      | (265.9   | ) |      |  | (824.1   | )    |  |  | (644.9   | )
|Deferred tax on taxes losses                           |  |      | 11.4     |   |      |  | (26.1    | )    |  |  | (158.0   | )
|                                                       |  |      |          |   |      |  |          |      |  |  |          |  
|Total deferred tax (expense)/income                    |  |      | (254.5   | ) |      |  | (850.2   | )    |  |  | (802.9   | )
|                                                       |  |      |          |   |      |  |          |      |  |  |          |  
|                                                       |  |      |          |   |      |  |          |      |  |  |          |  
|Total income tax expenses                              |  |      | (2,405.1 | ) |      |  | (2,522.0 | )    |  |  | (2,084.5 | )



F-41



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##### Table of Contents

The reconciliation from the weighted nominal to the effective tax rate is summarized as follows:



|                                                    |  |      |          |   |      |  |          |      |  |  |          |  
|--------------------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                                    |  | 2012 |          |   | 2011 |  |          | 2010 | 
|Profit before tax                                   |  |      | 13,047.7 |   |      |  | 11,241.8 |      |  |  | 9,703.7  |  
|Adjustment on taxable basis                         |  |      |          |   |      |  |          |      |  |  |          |  
|Non-taxable income                                  |  |      | (504.9   | ) |      |  | (317.1   | )    |  |  | (490.5   | )
|Government grants related to sales taxes            |  |      | (531.7   | ) |      |  | (444.5   | )    |  |  | (361.2   | )
|Share of results of associates                      |  |      | (0.5     | ) |      |  | (0.5     | )    |  |  | (0.2     | )
|Expenses not deductible for tax purposes            |  |      | 523.8    |   |      |  | 328.3    |      |  |  | 232.1    |  
|                                                    |  |      |          |   |      |  |          |      |  |  |          |  
|                                                    |  |      | 12,534.4 |   |      |  | 10,808.0 |      |  |  | 9,083.9  |  
|Aggregated weighted nominal tax rate                |  |      | 32.13    | % |      |  | 32.58    | %    |  |  | 32.87    | %
|Taxes  nominal rate                                |  |      | (4,027.0 | ) |      |  | (3,521.4 | )    |  |  | (2,985.8 | )
|Adjustment on tax expense                           |  |      |          |   |      |  |          |      |  |  |          |  
|Regional incentives  income taxes                  |  |      | 165.2    |   |      |  | 351.3    |      |  |  | 289.7    |  
|Deductible interest on shareholders equity          |  |      | 529.1    |   |      |  | 465.3    |      |  |  | 393.9    |  
|Tax savings from goodwill amortization on tax books |  |      | 149.7    |   |      |  | 120.8    |      |  |  | 125.9    |  
|Withholding tax and other income                    |  |      | (94.6    | ) |      |  | (82.6    | )    |  |  | (131.0   | )
|Income tax provision                                |  |      | (13.5    | ) |      |  | (56.2    | )    |  |  | 64.7     |  
|Others with reduced taxation                        |  |      | 886.0    |   |      |  | 200.8    |      |  |  | 157.9    |  
|                                                    |  |      |          |   |      |  |          |      |  |  |          |  
|Income tax and social contribution expense          |  |      | (2,405.1 | ) |      |  | (2,522.0 | )    |  |  | (2,084.7 | )
|Effective tax rate                                  |  |      | 18.43    | % |      |  | 22.43    | %    |  |  | 21.48    | %

The main events occurring in the period that impacted the effective tax rate were:

(a) higher interest on shareholders equity expenses; (b) higher income from companies with an average tax rate of less than 34%,
which were partially offset by the reduction in regional income tax incentives.

The Company has been granted income tax incentives by the
Brazilian Government in order to promote economic and social development in certain areas of the North and Northeast. These incentives are recorded as income on an accrual basis and allocated at year-end to the tax incentive reserve account.



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##### Table of Contents

13. PROPERTY, PLANT AND EQUIPMENT



|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|------------------------------------------ |  | ----------------- | -------- | - | ------------------ |  | -------- | -------------------- |  |  | ----------------- | - |  | ----- | -------- | - |  |  | --------- | -
|                                           |  | 2012              |         
|Acquisition cost                           |  | Land andbuildings |          |   | Plant andequipment |  |          | Fixtures andfittings |  |  | Underconstruction |   |  | Total |         
|Balance at end of previous year            |  |                   | 3,700.5  |   |                    |  | 11,724.1 |                      |  |  | 2,527.7           |   |  |       | 1,866.1  |   |  |  | 19,818.4  |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Effect of movements in foreign exchange    |  |                   | 100.6    |   |                    |  | 398.5    |                      |  |  | 66.6              |   |  |       | 16.3     |   |  |  | 582.0     |  
|Acquisitions through business combinations |  |                   | 374.5    |   |                    |  | 303.9    |                      |  |  | 36.8              |   |  |       | 6.6      |   |  |  | 721.8     |  
|Acquisitions                               |  |                   | 5.5      |   |                    |  | 198.8    |                      |  |  | 51.5              |   |  |       | 2,715.6  |   |  |  | 2,971.4   |  
|Disposals                                  |  |                   | (81.2    | ) |                    |  | (660.5   | )                    |  |  | (200.0            | ) |  |       |         |   |  |  | (941.7    | )
|Transfer to other asset categories         |  |                   | 389.0    |   |                    |  | 2,176.7  |                      |  |  | 342.8             |   |  |       | (3,006.3 | ) |  |  | (97.8     | )
|Others                                     |  |                   | 0.2      |   |                    |  | (2.0     | )                    |  |  | 0.6               |   |  |       | 3.2      |   |  |  | 2.0       |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Balance at end                             |  |                   | 4,489.1  |   |                    |  | 14,139.5 |                      |  |  | 2,826.0           |   |  |       | 1,601.5  |   |  |  | 23,056.1  |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Depreciation and Impairment                |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Balance at end of previous year            |  |                   | (1,460.1 | ) |                    |  | (7,247.1 | )                    |  |  | (1,846.0          | ) |  |       |         |   |  |  | (10,553.2 | )
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Effect of movements in foreign exchange    |  |                   | (43.9    | ) |                    |  | (286.1   | )                    |  |  | (48.6             | ) |  |       |         |   |  |  | (378.6    | )
|Depreciation                               |  |                   | (131.6   | ) |                    |  | (1,124.1 | )                    |  |  | (305.1            | ) |  |       |         |   |  |  | (1,560.8  | )
|Impairment losses                          |  |                   |         |   |                    |  | (56.4    | )                    |  |  |                  |   |  |       |         |   |  |  | (56.4     | )
|Disposals                                  |  |                   | 63.3     |   |                    |  | 604.1    |                      |  |  | 188.4             |   |  |       |         |   |  |  | 855.8     |  
|Transfer to other asset categories         |  |                   | 84.9     |   |                    |  | (60.7    | )                    |  |  | 21.9              |   |  |       |         |   |  |  | 46.1      |  
|Others                                     |  |                   | (1.9     | ) |                    |  | 0.7      |                      |  |  | 4.5               |   |  |       |         |   |  |  | 3.3       |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Balance at end                             |  |                   | (1,489.3 | ) |                    |  | (8,169.6 | )                    |  |  | (1,984.9          | ) |  |       |         |   |  |  | (11,643.8 | )
|Carrying amount:                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|December 31, 2011                          |  |                   | 2,240.4  |   |                    |  | 4,477.0  |                      |  |  | 681.7             |   |  |       | 1,866.1  |   |  |  | 9,265.2   |  
|December 31, 2012                          |  |                   | 2,999.8  |   |                    |  | 5,969.9  |                      |  |  | 841.1             |   |  |       | 1,601.5  |   |  |  | 11,412.3  |  



|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|------------------------------------------ |  | ----------------- | -------- | - | ------------------ |  | -------- | -------------------- |  |  | ----------------- | - |  | ----- | -------- | - |  |  | --------- | -
|                                           |  | 2011              |         
|Acquisition cost                           |  | Land andbuildings |          |   | Plant andequipment |  |          | Fixtures andfittings |  |  | Underconstruction |   |  | Total |         
|Balance at end of previous year            |  |                   | 3,007.3  |   |                    |  | 9,728.9  |                      |  |  | 2,310.5           |   |  |       | 1,401.4  |   |  |  | 16,448.1  |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Effect of movements in foreign exchange    |  |                   | 102.5    |   |                    |  | 405.3    |                      |  |  | 71.3              |   |  |       | 35.9     |   |  |  | 615.0     |  
|Acquisitions through business combinations |  |                   | 8.7      |   |                    |  |         |                      |  |  |                  |   |  |       |         |   |  |  | 8.7       |  
|Acquisitions                               |  |                   | 3.5      |   |                    |  | 136.3    |                      |  |  | 43.5              |   |  |       | 3,120.6  |   |  |  | 3,303.9   |  
|Disposals                                  |  |                   | (56.9    | ) |                    |  | (346.8   | )                    |  |  | (93.5             | ) |  |       |         |   |  |  | (497.2    | )
|Transfer to other asset categories         |  |                   | 635.4    |   |                    |  | 1,800.6  |                      |  |  | 195.9             |   |  |       | (2,704.1 | ) |  |  | (72.2     | )
|Others                                     |  |                   |         |   |                    |  | (0.2     | )                    |  |  |                  |   |  |       | 12.3     |   |  |  | 12.1      |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Balance at end                             |  |                   | 3,700.5  |   |                    |  | 11,724.1 |                      |  |  | 2,527.7           |   |  |       | 1,866.1  |   |  |  | 19,818.4  |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Depreciation and Impairment                |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Balance at end of previous year            |  |                   | (1,364.0 | ) |                    |  | (6,433.4 | )                    |  |  | (1,618.4          | ) |  |       |         |   |  |  | (9,415.8  | )
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Effect of movements in foreign exchange    |  |                   | (42.5    | ) |                    |  | (265.2   | )                    |  |  | (52.3             | ) |  |       |         |   |  |  | (360.0    | )
|Depreciation                               |  |                   | (91.5    | ) |                    |  | (881.7   | )                    |  |  | (283.5            | ) |  |       |         |   |  |  | (1,256.7  | )
|Impairment losses                          |  |                   |         |   |                    |  | (51.1    | )                    |  |  | 0.3               |   |  |       |         |   |  |  | (50.8     | )
|Disposals                                  |  |                   | 36.4     |   |                    |  | 323.4    |                      |  |  | 89.6              |   |  |       |         |   |  |  | 449.4     |  
|Transfer to other asset categories         |  |                   | 1.6      |   |                    |  | 58.6     |                      |  |  | 17.8              |   |  |       |         |   |  |  | 78.0      |  
|Others                                     |  |                   | (0.1     | ) |                    |  | 2.3      |                      |  |  | 0.5               |   |  |       |         |   |  |  | 2.7       |  
|                                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|Balance at end                             |  |                   | (1,460.1 | ) |                    |  | (7,247.1 | )                    |  |  | (1,846.0          | ) |  |       |         |   |  |  | (10,553.2 | )
|Carrying amount:                           |  |                   |          |   |                    |  |          |                      |  |  |                   |   |  |       |          |   |  |  |           |  
|December 31, 2010                          |  |                   | 1,643.3  |   |                    |  | 3,295.5  |                      |  |  | 692.1             |   |  |       | 1,401.4  |   |  |  | 7,032.3   |  
|December 31, 2011                          |  |                   | 2,240.4  |   |                    |  | 4,477.0  |                      |  |  | 681.7             |   |  |       | 1,866.1  |   |  |  | 9,265.2   |  



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Acquisitions in the period refer substantially to modernization, refurbishment, the extension of
production lines and construction of new plants in order to increase capacity.

Capitalized interest on loans, which is directly
attributable to the acquisition and construction of qualifying assets, is mainly recognized on investments in Brazil. The interest capitalization average rate used in 2012 was 11.29% per year (12.50% in 2011).

The Company leases plant, equipment, fixtures and fittings, which are accounted for as financial leases. The carrying amount of the leased
assets was R$47.8 as of December 31, 2012 (R$29.7 as of December 31, 2011).

Contractual commitments to purchase property, plant
and equipment amounted to R$212.7 as at December 31, 2012 (R$234.5 as at December 31, 2011).

14. GOODWILL



|                                               |  |      |          |  |      |  |          |      |  |  |          |  
|---------------------------------------------- |  | ---- | -------- |  | ---- |  | -------- | ---- |  |  | -------- | -
|                                               |  | 2012 |          |  | 2011 |  |          | 2010 | 
|Balance at the end of previous year            |  |      | 17,454.0 |  |      |  | 17,441.8 |      |  |  | 17,527.5 |  
|Effect of movements in foreign exchange        |  |      | 373.2    |  |      |  | 11.5     |      |  |  | (85.7    | )
|Acquisitions through business combinations (i) |  |      | 2,144.3  |  |      |  | 0.7      |      |  |  |         |  
|                                               |  |      |          |  |      |  |          |      |  |  |          |  
|Balance at the end of year                     |  |      | 19,971.5 |  |      |  | 17,454.0 |      |  |  | 17,441.8 |  



|(i) | The goodwill recognized in 2012, refers to the acquisition of the companies CND, Lugano and Lachaise by subsidiaries Ambev Bebidas, CRBS and
Arosuco respectively. The effect from these acquisitions is disclosed in the note 5.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The carrying amount of goodwill
was allocated to the different cash generating units levels as follows:



|                   |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|------------------ |  | ------------------ | --- | --- | ---- |  | -------- | ---- |  |  | -------- |  |  |  | -------- | 
|                   |  | FunctionalCurrency |     |     | 2012 |  |          | 2011 |  |  | 2010     | 
|LAN:               |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|Brazil             |  |                    | BRL |     |      |  | 594.3    |      |  |  | 557.8    |  |  |  | 541.9    | 
|Ecuador            |  |                    | USD |     |      |  | 0.8      |      |  |  | 0.8      |  |  |  | 0.8      | 
|Dominican Republic |  |                    | DOP |     |      |  | 2,484.7  |      |  |  | 254.1    |  |  |  | 246.3    | 
|Peru               |  |                    | PEN |     |      |  | 44.5     |      |  |  | 37.4     |  |  |  | 33.0     | 
|                   |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|LAS:               |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|Argentina          |  |                    | ARS |     |      |  | 1,227.4  |      |  |  | 1,178.3  |  |  |  | 1,236.9  | 
|Bolivia            |  |                    | BOB |     |      |  | 403.8    |      |  |  | 315.9    |  |  |  | 325.5    | 
|Paraguay           |  |                    | PYG |     |      |  | 342.2    |      |  |  | 291.5    |  |  |  | 260.8    | 
|Uruguay            |  |                    | UYU |     |      |  | 83.9     |      |  |  | 67.8     |  |  |  | 76.4     | 
|                   |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|NA:                |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|Canada Holding     |  |                    | BRL | (i) |      |  | 14,414.4 |      |  |  | 14,414.4 |  |  |  | 14,414.4 | 
|Canada Operational |  |                    | CAD |     |      |  | 375.5    |      |  |  | 336.0    |  |  |  | 305.8    | 
|                   |  |                    |     |     |      |  |          |      |  |  |          |  |  |  |          | 
|                   |  |                    |     |     |      |  | 19,971.5 |      |  |  | 17,454.0 |  |  |  | 17,441.8 | 



|(i) | For acquisitions that occurred prior to January 1st, 2005, the goodwill was recorded in
accordance with the accounting practices adopted in Brazil at that time (note 3 (f)).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Annual impairment testing

The cash-generating unit to which the goodwill by expectation of future profitability (goodwill) has been allocated must be tested
annually to check the need for reduction to the recoverable amount is always that there is no indication that the unit can be devalued, comparing its book value, including the goodwill by expectation of future profitability (goodwill), with the
recoverable value of the unit.

At the end 2012, Ambev completed its annual impairment testing and concluded, based on the
assumptions described below, that no impairment charge was warranted.

The Company cannot predict whether an event that
triggers impairment will occur, when it will occur or how it will affect the assets values reported. Ambev believes that all of its estimates are reasonable, since they are consistent with the internal reporting and reflect managements best
estimates. However, inherent uncertainties exist that management may not be able to control. During its valuation, the Company conduted a sensitivity analysis for key assumptions including the weighted average cost of capital and the terminal growth
rate. Although a change in the asset could have a material impact on the calculation of the fair value and trigger impairment, the Company, based on sensitivity analyses performed around the base case assumptions is not aware of any possible change
in the key assumptions used that would cause a cash-generating units carrying amount to exceed its recoverable amount.

Goodwill, which accounted for approximately 37% (38% as of December 31, 2011) of Ambevs total consolidated assets, relies on a
number of critical judgments, estimates and assumptions. Goodwill is tested for impairment at the level of the cash-generating units (that is, one level below the segments). The cash-generating unit is the lowest level at which goodwill is monitored
for managerial purposes.

Ambevs impairment testing methodology is in accordance with IAS 36, in which the fair value of
selling expenses and the value used in the approaches are taken into account. This consists in applying a discounted cash flow approach based on acquisition valuation models for its major business units and the business units showing high capital
amounts invested in EBITDA multiples and in valuation multiples for other business units. The key judgments, estimates and assumptions used in the discounted free cash flow calculations are as follows:



| |  | The first year of the model is based on managements best estimate of the free cash flow outlook for the current year;
|- |  | ----------------------------------------------------------------------------------------------------------------------



| |  | In the second to fourth years of the model, free cash flows are based on Company strategic plans as approved by key management. Ambevs
strategic plan is prepared by country and is based on external sources in respect of macroeconomic assumptions, industry, inflation and foreign exchange rates, past experience and identified initiatives in terms of market share, revenue, variable
and fixed cost, capital expenditure and working capital assumptions.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Management may consider choosing more
appropriate criteria for determining the fair value of the business in the event of firm expectations regarding transactions with third parties.



| |  | From the fifth to the tenth year of the model, data from the strategic plan is extrapolated using simplified assumptions such as volume, constant
unit costs and fixed costs linked to inflation, as obtained from external sources, considering the sensitivities on this metric. The terminal growth rate was 2% (USD) on average.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Cash flows after the first ten-year period are extrapolated using long-term indices, based on external sources. Based on these assumptions the cash
flow perpetuity is calculated, which consists of obtaining the present value of these annual flows considering the existence of the business unit for an infinite period. The Companys management believes that the estimated five-year or ten-year
cash flows are consistent with the operating information available in this industry sector, nature of its products and extensive client base;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Projections are made in the functional currency of the business unit and discounted at the units weighted average cost of capital (WACC),
considering the sensitivity of this metric. The WACC for each country ranged primarily between 4.87% and 5.97% in nominal US dollars for goodwill impairment testing conducted in 2012;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Costs to sell are assumed to reach 1.5% of the entitys value based on historical figures.
|- |  | ------------------------------------------------------------------------------------------

Although Ambev believes that its judgments, assumptions and estimates are appropriate, actual results may differ from these estimates under
different assumptions or conditions.

15. INTANGIBLE ASSETS



|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|----------------------------------------- |  | ------ | ------- | - | ------------ |  | -------- | -------- |  |  | ------ | - |  | ----- | ------ | - |  |  | -------- | -
|                                          |  | 2012   |        
|Acquisition cost                          |  | Brands |         |   | MarketAssets |  |          | Software |  |  | Others |   |  | Total |       
|Balance at end of previous year           |  |        | 1,372.5 |   |              |  | 1,366.2  |          |  |  | 439.8  |   |  |       | 198.4  |   |  |  | 3,376.9  |  
|Effect of movements in foreign exchange   |  |        | 252.4   |   |              |  | 1.0      |          |  |  | 0.4    |   |  |       | (0.8   | ) |  |  | 253.0    |  
|Acquisitions                              |  |        |        |   |              |  | 111.7    |          |  |  | 8.8    |   |  |       | 13.7   |   |  |  | 134.2    |  
|Disposal                                  |  |        |        |   |              |  |         |          |  |  | (2.6   | ) |  |       |       |   |  |  | (2.6     | )
|Acquisitions through business combination |  |        | 850.8   |   |              |  | 31.2     |          |  |  |       |   |  |       | 5.8    |   |  |  | 887.8    |  
|Transfers to other assets categories      |  |        |        |   |              |  |         |          |  |  | 51.9   |   |  |       |       |   |  |  | 51.9     |  
|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Balance at end of year                    |  |        | 2,475.7 |   |              |  | 1,510.1  |          |  |  | 498.3  |   |  |       | 217.1  |   |  |  | 4,701.2  |  
|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Amortization and Impairment losses (i)    |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Balance at end of previous year           |  |        |        |   |              |  | (1,159.5 | )        |  |  | (332.0 | ) |  |       | (122.4 | ) |  |  | (1,613.9 | )
|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Foreign exchange variation effect         |  |        |        |   |              |  |         |          |  |  | (0.9   | ) |  |       |       |   |  |  | (0.9     | )
|Amortization                              |  |        | (1.9    | ) |              |  | (94.1    | )        |  |  | (38.2  | ) |  |       | (19.2  | ) |  |  | (153.4   | )
|Disposal                                  |  |        |        |   |              |  |         |          |  |  | 2.6    |   |  |       |       |   |  |  | 2.6      |  
|Transfers to other assets categories      |  |        |        |   |              |  |         |          |  |  | (0.2   | ) |  |       |       |   |  |  | (0.2     | )
|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Balance at end of year                    |  |        | (1.9    | ) |              |  | (1,253.6 | )        |  |  | (368.7 | ) |  |       | (141.6 | ) |  |  | (1,765.8 | )
|                                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Carrying amount:                          |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|December 31, 2011                         |  |        | 1,372.5 |   |              |  | 206.7    |          |  |  | 107.8  |   |  |       | 76.0   |   |  |  | 1,763.0  |  
|December 31, 2012                         |  |        | 2,473.8 |   |              |  | 256.5    |          |  |  | 129.6  |   |  |       | 75.5   |   |  |  | 2,935.4  |  



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|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|--------------------------------------- |  | ------ | ------- | - | ------------ |  | -------- | -------- |  |  | ------ | - |  | ----- | ------ | - |  |  | -------- | -
|                                        |  | 2011   |        
|Acquisition cost                        |  | Brands |         |   | MarketAssets |  |          | Software |  |  | Others |   |  | Total |       
|Balance at end of previous year         |  |        | 1,382.6 |   |              |  | 1,338.0  |          |  |  | 378.1  |   |  |       | 181.3  |   |  |  | 3,280.0  |  
|Effect of movements in foreign exchange |  |        | 13.9    |   |              |  |         |          |  |  | 5.5    |   |  |       | 11.2   |   |  |  | 30.6     |  
|Acquisitions and expenditures           |  |        | 7.6     |   |              |  | 28.1     |          |  |  | 18.4   |   |  |       | 5.9    |   |  |  | 60.0     |  
|Transfers to other assets categories    |  |        | (31.6   | ) |              |  | 0.1      |          |  |  | 37.8   |   |  |       |       |   |  |  | 6.3      |  
|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Balance at end of year                  |  |        | 1,372.5 |   |              |  | 1,366.2  |          |  |  | 439.8  |   |  |       | 198.4  |   |  |  | 3,376.9  |  
|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Amortization and Impairment losses (i)  |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Balance at end of previous year         |  |        |        |   |              |  | (1,065.7 | )        |  |  | (292.6 | ) |  |       | (98.5  | ) |  |  | (1,456.8 | )
|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Foreign exchange variation effect       |  |        |        |   |              |  |         |          |  |  | (4.2   | ) |  |       | (7.0   | ) |  |  | (11.2    | )
|Amortization                            |  |        |        |   |              |  | (93.8    | )        |  |  | (36.4  | ) |  |       | (16.9  | ) |  |  | (147.1   | )
|Disposal                                |  |        |        |   |              |  |         |          |  |  |       |   |  |       |       |   |  |  |         |  
|Transfers to other assets categories    |  |        |        |   |              |  |         |          |  |  | 1.2    |   |  |       |       |   |  |  | 1.2      |  
|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Balance at end of year                  |  |        |        |   |              |  | (1,159.5 | )        |  |  | (332.0 | ) |  |       | (122.4 | ) |  |  | (1,613.9 | )
|                                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|Carrying amount:                        |  |        |         |   |              |  |          |          |  |  |        |   |  |       |        |   |  |  |          |  
|December 31, 2010                       |  |        | 1,382.6 |   |              |  | 272.3    |          |  |  | 85.5   |   |  |       | 82.8   |   |  |  | 1,823.2  |  
|December 31, 2011                       |  |        | 1,372.5 |   |              |  | 206.7    |          |  |  | 107.8  |   |  |       | 76.0   |   |  |  | 1,763.0  |  



|(i) | The period of amortization of intangible assets of definite useful life is five years and amortization is calculated at the rate of 20% and
recognized in income on a straight-line method.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ambev is the owner of some of the worlds leading brands in the
beer industry. As a result, brands are expected to generate positive cash flows for as long as the Company owns the brands and accordingly have been assigned indefinite lives. The most representative brands that have been registered as result of
fair value determination of past acquisitions are Quilmes in Argentina, Pilsen in Paraguay and Bolivia and Presidente and Presidente Light in Dominican Republic.

Intangible assets with indefinite useful lives include the brands for which there is no foreseeable limit to the period during which these
assets are expected to generate positive net cash flows for the Company. These marks are considered assets of indefinite useful life because of his strength, level of investment in marketing and history of profitability.

The carrying amount of intangible assets with indefinite useful lives was allocated to the different countries as follows:



|                   |  |      |         |  |      |  |         | 
|------------------ |  | ---- | ------- |  | ---- |  | ------- | 
|                   |  | 2012 |         |  | 2011 | 
|Argentina          |  |      | 642.1   |  |      |  | 585.9   | 
|Bolivia            |  |      | 350.3   |  |      |  | 271.7   | 
|Canada             |  |      | 82.7    |  |      |  | 74.0    | 
|Chile              |  |      | 53.9    |  |      |  | 45.4    | 
|Paraguay           |  |      | 364.5   |  |      |  | 310.4   | 
|Uruguay            |  |      | 105.3   |  |      |  | 85.1    | 
|Dominican Republic |  |      | 869.5   |  |      |  |        | 
|Brasil             |  |      | 5.5     |  |      |  |        | 
|                   |  |      |         |  |      |  |         | 
|                   |  |      | 2,473.8 |  |      |  | 1,372.5 | 

Intangible assets with indefinite useful lives have been tested for impairment at a cash-generating unit level
basis consistent with the goodwill impairment tests (note 14). The royalty stream that could be obtained from licensing of intangible asset to a third party in an arms length transaction is also used as an indicator of fair value.



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16. INVESTMENT SECURITIES



|                                                                      |  |      |       |  |      |  |       | 
|--------------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|                                                                      |  | 2012 |       |  | 2011 | 
|Non-current investments                                               |  |      |       |  |      |  |       | 
|Equity securities available-for-sale                                  |  |      | 188.0 |  |      |  | 165.8 | 
|Debt held-to-maturity                                                 |  |      | 61.4  |  |      |  | 76.3  | 
|                                                                      |  |      |       |  |      |  |       | 
|                                                                      |  |      | 249.4 |  |      |  | 242.1 | 
|Current investments                                                   |  |      |       |  |      |  |       | 
|Financial asset at fair value through profit or loss-held for trading |  |      | 291.2 |  |      |  | 193.4 | 
|Equity securities available-for-sale                                  |  |      | 185.4 |  |      |  |      | 
|                                                                      |  |      |       |  |      |  |       | 
|                                                                      |  |      | 476.6 |  |      |  | 193.4 | 

Financial asset at fair value through profit or loss-held for trading

In general, investments in debt securities with original maturities of greater than three months and remaining maturities of less than one year
are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for
current operations of the Company.

Financial assets at fair value through profit or loss are presented in Investments activities as part
of changes in working capital in the Cash flow statement. Changes in fair values of financial assets at fair value through profit and loss are recorded as net finance cost in the income statement as of December, 31 2012 (note 11).

Equity securities available-for-sale

The amount of R$185.4 classified as equity securities available-for-sale (assets) in the consolidated financial statements at December 31,
2012 is related to CDBs operations whose liquidity is not immediate or the payment would result in change in value.

Equity securities of
R$188.0 (R$165.8 at December 31, 2011), classified as available for sale (non-current assets) in the financial statements as of December 31, 2012, refers to the operation on October 20, 2010 pursuant to which Ambev and
Cervecería Regional S.A. (Cervecería Regional) combined their businesses in Venezuela, whereupon Cervecería Regional assumed an 85% interest and Ambev the remaining 15% which was recorded at fair value on the
purchase date and adjusted by exchange variation, net of reductions in the recoverable amount of the asset.

17. DEFERRED INCOME TAX
AND SOCIAL CONTRIBUTION

Deferred taxes for income tax and social contribution taxes are calculated on tax losses, the negative tax
basis of social contributions and the temporary differences between the tax bases and the carrying amount in the financial statement of assets and liabilities. The rates of these taxes in Brazil, currently set for the determination of deferred
taxes, are 25% for income tax and 9% for social contribution. For the other regions, applied rates, including the rates applicable to distribution of dividend, are as follow:



|                      |  |  |                 | 
|--------------------- |  |  | --------------- | 
|HILA-ex               |  |  | from 23% to 31% | 
|Latin America  South |  |  | from 14% to 35% | 
|Canada Operational    |  |  | from 5% to 26%  | 



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The amount of deferred income tax and social contribution by type of temporary difference is
detailed as follows:



|                                          |  |        |         |   |             |  |          |     |  |  |        |   |  |             |         |   |     |  |          |   |  |  |        |  
|----------------------------------------- |  | ------ | ------- | - | ----------- |  | -------- | --- |  |  | ------ | - |  | ----------- | ------- | - | --- |  | -------- | - |  |  | ------ | -
|                                          |  | 2012   |         |   | 2011        | 
|                                          |  | Assets |         |   | Liabilities |  |          | Net |  |  | Assets |   |  | Liabilities |         |   | Net | 
|Property, plant and equipment             |  |        | 27.6    |   |             |  | (288.2   | )   |  |  | (260.6 | ) |  |             | 2.6     |   |     |  | (150.3   | ) |  |  | (147.7 | )
|Intangible assets                         |  |        | 5.8     |   |             |  | (610.3   | )   |  |  | (604.5 | ) |  |             | 5.5     |   |     |  | (355.7   | ) |  |  | (350.2 | )
|Goodwill                                  |  |        | 29.2    |   |             |  |         |     |  |  | 29.2   |   |  |             | 58.7    |   |     |  |         |   |  |  | 58.7   |  
|Inventories                               |  |        | 115.1   |   |             |  | (0.6     | )   |  |  | 114.5  |   |  |             | 100.7   |   |     |  | (1.5     | ) |  |  | 99.2   |  
|Trade and other receivables               |  |        | 37.7    |   |             |  |         |     |  |  | 37.7   |   |  |             | 33.2    |   |     |  |         |   |  |  | 33.2   |  
|Trade and other payables                  |  |        |        |   |             |  | (413.9   | )   |  |  | (413.9 | ) |  |             |        |   |     |  | (303.1   | ) |  |  | (303.1 | )
|Interest-bearing loans and borrowings     |  |        | 120.1   |   |             |  | (4.4     | )   |  |  | 115.7  |   |  |             |        |   |     |  | (19.4    | ) |  |  | (19.4  | )
|Employee benefits                         |  |        | 523.7   |   |             |  |         |     |  |  | 523.7  |   |  |             | 478.7   |   |     |  | (0.1     | ) |  |  | 478.6  |  
|Provisions                                |  |        | 287.9   |   |             |  | (6.1     | )   |  |  | 281.8  |   |  |             | 270.1   |   |     |  | (4.3     | ) |  |  | 265.8  |  
|Derivatives                               |  |        | 294.8   |   |             |  | (0.2     | )   |  |  | 294.6  |   |  |             | 8.6     |   |     |  | (20.2    | ) |  |  | (11.6  | )
|Tax credits for corporate restructuring   |  |        | 229.8   |   |             |  |         |     |  |  | 229.8  |   |  |             | 580.8   |   |     |  |         |   |  |  | 580.8  |  
|Other items                               |  |        |        |   |             |  | (19.2    | )   |  |  | (19.2  | ) |  |             | 17.3    |   |     |  |         |   |  |  | 17.3   |  
|Partnership profit                        |  |        |        |   |             |  | (291.2   | )   |  |  | (291.2 | ) |  |             |        |   |     |  | (311.8   | ) |  |  | (311.8 | )
|Loss carryforwards                        |  |        | 332.6   |   |             |  |         |     |  |  | 332.6  |   |  |             | 322.8   |   |     |  |         |   |  |  | 322.8  |  
|                                          |  |        |         |   |             |  |          |     |  |  |        |   |  |             |         |   |     |  |          |   |  |  |        |  
|Gross deferred tax assets / (liabilities) |  |        | 2,004.3 |   |             |  | (1,634.1 | )   |  |  | 370.2  |   |  |             | 1,879.0 |   |     |  | (1,166.4 | ) |  |  | 712.6  |  
|Netting by taxable entity                 |  |        | (585.8  | ) |             |  | 585.8    |     |  |  |       |   |  |             | (431.9  | ) |     |  | 431.9    |   |  |  |       |  
|                                          |  |        |         |   |             |  |          |     |  |  |        |   |  |             |         |   |     |  |          |   |  |  |        |  
|Net deferred tax assets / (liabilities)   |  |        | 1,418.5 |   |             |  | (1,048.3 | )   |  |  | 370.2  |   |  |             | 1,447.1 |   |     |  | (734.5   | ) |  |  | 712.6  |  

The Company only offsets the balances of deferred income tax and social contribution assets against
liabilities when they are within the same entity and jurisdiction and are expected to be realized in the same period.

Tax losses and
negative bases of social contribution and temporary deductible differences in Brazil, on which the deferred income tax and social contribution were calculated, have no expiry date.

At December 31, 2012 the deferred tax assets related to consolidated tax losses has an expected utilization as follows:



|                |  |      |       |  |      |  |       | 
|--------------- |  | ---- | ----- |  | ---- |  | ----- | 
|                |  | 2012 |       |  | 2011 | 
|2013            |  |      | 31.0  |  |      |  | 160.9 | 
|2014            |  |      | 79.9  |  |      |  | 74.6  | 
|2015            |  |      | 48.1  |  |      |  | 9.7   | 
|Beyond 2016 (i) |  |      | 173.6 |  |      |  | 77.6  | 
|                |  |      |       |  |      |  |       | 
|                |  |      | 332.6 |  |      |  | 322.8 | 



| | (i) | There is no expected realization that exceed the period of 10 years. | 
| | --- | -------------------------------------------------------------------- | 

Part of the tax benefit corresponding to the tax losses from previous periods and temporary
differences of subsidiaries abroad was not recorded as an asset, as management is unable to conclude to a sufficient degree of certainty that realization is probable.

The tax losses carried forward in relation to these unrecognized deferred tax assets are equivalent to approximately R$1.1 billion at
December 31, 2012 (R$789.9 at December 31, 2011). The total unrecognized deferred tax assets related to tax losses carried forward for these subsidiaries amount to R$331.2 at December 31, 2012 (R$176.6 at December 31, 2011) for
which the expiry term is on average five years.



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The change in net deferred taxes recorded in the consolidated statement of financial position is
detailed as follows:



|                               |  |  |        |  
|------------------------------ |  |  | ------ | -
|Balance at December 31, 2011   |  |  | 712.6  |  
|Recognized in Income statement |  |  | (254.5 | )
|Recognized in Equity           |  |  | (87.9  | )
|                               |  |  |        |  
|Balance at December 31, 2012   |  |  | 370.2  |  

18. INVENTORIES



|                      |  |      |         |   |      |  |         |      |  |  |         |  
|--------------------- |  | ---- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                      |  | 2012 |         |   | 2011 |  |         | 2010 | 
|Finished goods        |  |      | 698.0   |   |      |  | 548.9   |      |  |  | 402.9   |  
|Work in progress      |  |      | 204.4   |   |      |  | 124.0   |      |  |  | 102.0   |  
|Raw material          |  |      | 1,195.1 |   |      |  | 1,221.9 |      |  |  | 967.1   |  
|Consumables           |  |      | 59.5    |   |      |  | 51.5    |      |  |  | 54.6    |  
|Spare parts and other |  |      | 248.7   |   |      |  | 206.5   |      |  |  | 199.0   |  
|Prepayments           |  |      | 88.3    |   |      |  | 102.8   |      |  |  | 208.7   |  
|Impairment losses     |  |      | (27.7   | ) |      |  | (17.1   | )    |  |  | (29.1   | )
|                      |  |      |         |   |      |  |         |      |  |  |         |  
|                      |  |      | 2,466.3 |   |      |  | 2,238.5 |      |  |  | 1,905.2 |  

Losses on inventories recognized in the income statement amounted to R$83.8 as of December 31, 2012
(R$52.2 in December 31, 2011 and R$ 74.1 in December 31, 2010).

19. TRADE AND OTHER RECEIVABLES



|                                                          |  |      |         |  |      |  |         | 
|--------------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | 
|Non-Current trade and other receivables                   |  | 2012 |         |  | 2011 | 
|Trade receivables                                         |  |      | 1.4     |  |      |  | 1.5     | 
|Cash deposits for guarantees                              |  |      | 552.5   |  |      |  | 556.1   | 
|Derivative financial instruments with positive fair value |  |      | 30.5    |  |      |  | 57.4    | 
|Taxes receivable                                          |  |      | 362.7   |  |      |  | 361.5   | 
|Prepaid expenses                                          |  |      | 172.9   |  |      |  | 127.8   | 
|Other receivables (i)                                     |  |      | 735.0   |  |      |  | 127.7   | 
|                                                          |  |      |         |  |      |  |         | 
|                                                          |  |      | 1,855.0 |  |      |  | 1,232.0 | 
|                                                          |  |      |         |  |      |  |         | 
|Current trade and other receivables                       |  |      |         |  |      |  |         | 
|Trade receivables                                         |  |      | 2,468.0 |  |      |  | 2,001.2 | 
|Interest receivable                                       |  |      | 127.1   |  |      |  | 55.3    | 
|Taxes receivable                                          |  |      | 468.8   |  |      |  | 566.4   | 
|Derivative financial instruments with positive fair value |  |      | 340.6   |  |      |  | 456.0   | 
|Prepaid expenses                                          |  |      | 710.6   |  |      |  | 620.5   | 
|Other receivables                                         |  |      | 153.2   |  |      |  | 180.2   | 
|                                                          |  |      |         |  |      |  |         | 
|                                                          |  |      | 4,268.3 |  |      |  | 3,879.6 | 



|(i) | Of R$ 735.0 million recorded as other receivables (non-current assets), R$ 634.4 million relate to amounts receivable from former
shareholder (ELJ) of Cerveceria Nacional Dominicanas (CND). The amounts will be settled as the ELJ is exercising its put option of the shares it still holds.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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An ageing of our non-current trade receivables is detailed as follows:



|     |  |                                      |         |  |            |  |         |                                |  |  |                                |  |  |                                 |      |  |                                  |  |     |  |  |  |     | 
|---- |  | ------------------------------------ | ------- |  | ---------- |  | ------- | ------------------------------ |  |  | ------------------------------ |  |  | ------------------------------- | ---- |  | -------------------------------- |  | --- |  |  |  | --- | 
|     |  | Net carryingamount as ofDecember 31, |         |  | No pastdue |  |         | Past due  between30  60 days |  |  | Past due  between60  90 days |  |  | Past due  between90  180 days |      |  | Past due  between180  360 days | 
|2012 |  |                                      | 2,468.0 |  |            |  | 2,412.4 |                                |  |  | 35.8                           |  |  |                                 | 15.9 |  |                                  |  | 3.9 |  |  |  |    | 
|2011 |  |                                      | 2,001.2 |  |            |  | 1,973.5 |                                |  |  | 21.1                           |  |  |                                 | 6.1  |  |                                  |  | 0.2 |  |  |  | 0.3 | 

In accordance with the IFRS 7 the above analysis of the ageing of financial assets that are past due as at the
reporting date but not impaired also includes the non-current part of loans to customers. Past due amounts were not impaired when collection is still considered likely, for instance when the amounts can be recovered from the tax authorities or Ambev
has sufficient collateral guarantees. Impairment losses on trade and other receivables recognized in the income statement in 2012 amount to R$41.0 (R$21.0 in 2011 and R$16,2 in 2010).

The Companys exposure to credit risk, currency and interest rate risks is disclosed in note 27.

Due to the low average terms for receipt of the customer portfolio, the fair values of trade receivables are extremely close to the amounts
recorded.

20. CASH AND CASH EQUIVALENTS



|                                              |  |      |         |   |      |  |         |  
|--------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | -
|                                              |  | 2012 |         |   | 2011 | 
|Short term bank deposits (i)                  |  |      | 6,485.7 |   |      |  | 5,823.0 |  
|Current bank accounts                         |  |      | 2,370.6 |   |      |  | 2,245.9 |  
|Cash                                          |  |      | 69.9    |   |      |  | 7.3     |  
|                                              |  |      |         |   |      |  |         |  
|Cash and cash equivalents                     |  |      | 8,926.2 |   |      |  | 8,076.2 |  
|                                              |  |      |         |   |      |  |         |  
|Bank overdrafts                               |  |      | (0.1    | ) |      |  | (12.3   | )
|                                              |  |      |         |   |      |  |         |  
|                                              |  |      |         |   |      |  |         |  
|Cash and cash equivalents less bank overdraft |  |      | 8,926.1 |   |      |  | 8,063.9 |  



| | (i) | The balance refers, mostly, to time deposits which are defined as a short-term investment, highly liquid with original maturities of three months
or less. These balances are convertible into a known amount of cash and are subject to an insignificant risk of changes in value.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21. CHANGES IN EQUITY

(a) Capital stock



|                                |  |           |           |  |        |  |           |       |  |  |           |  |  |  |           |  
|------------------------------- |  | --------- | --------- |  | ------ |  | --------- | ----- |  |  | --------- |  |  |  | --------- | -
|Outstanding shares              |  |           |           |  |        |  |           |       |  |  |           | 
|(in thousand of shares)         |  |           |           |  |        |  |           | 2012  |  |  | 2011      | 
|                                |  | Preferred |           |  | Common |  |           | Total |  |  | Total     | 
|At the end of the previous year |  |           | 1,366,662 |  |        |  | 1,751,135 |       |  |  | 3,117,797 |  |  |  | 3,104,361 |  
|Changes during the year         |  |           | 5,431     |  |        |  | 4,331     |       |  |  | 9,762     |  |  |  | 13,436    |  
|                                |  |           |           |  |        |  |           |       |  |  |           |  |  |  |           |  
|                                |  |           | 1,372,093 |  |        |  | 1,755,466 |       |  |  | 3,127,559 |  |  |  | 3,117,797 |  
|                                |  |           |           |  |        |  |           |       |  |  |           |  |  |  |           |  
|Treasury shares                 |  |           |           |  |        |  |           |       |  |  |           |  |  |  |           |  
|(in thousand of shares)         |  |           |           |  |        |  |           | 2012  |  |  | 2011      | 
|                                |  | Preferred |           |  | Common |  |           | Total |  |  | Total     | 
|At the end of the previous year |  |           | 98        |  |        |  | 510       |       |  |  | 608       |  |  |  | 1,132     |  
|Changes during the year         |  |           | 68        |  |        |  | (26       | )     |  |  | 42        |  |  |  | (524      | )
|                                |  |           |           |  |        |  |           |       |  |  |           |  |  |  |           |  
|                                |  |           | 166       |  |        |  | 484       |       |  |  | 650       |  |  |  | 608       |  



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Our Common shares have the right to vote at shareholder meetings. Our Preferred shares are
non-voting (except when established in law), but have priority in the return of capital in the event of liquidation and are entitled to a dividend premium of 10% over the amount paid to the Common shareholders. As determined by the bylaws, the
Company is required to distribute to its shareholders as a mandatory dividend in respect of each fiscal year ending on December 31 an amount not less than 35% of our net income determined under Brazilian law, as adjusted in accordance with
applicable law, unless payment of such amount would be incompatible with Ambevs financial situation. The mandatory dividend includes amounts paid as interest on shareholders equity.

Changes in equity during the period of 2012

The Board of Directors at a meeting held on November 29, 2012 approved and ratified, 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 increase of R$10.4, upon issuance of new 738 thousand preferred shares, the average issuance price of 13.12 Brazilian Reais per share and 66 thousand new common shares, the average
issuance price of 10.63 Brazilian Reais 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 applicable. Thus, the Companys capital increased
from R$12,177.0 to R$12,187.3, divided into 3,127,559 thousand shares, of which 1,755,466 thousand are Common shares and 1,372,093 thousand are Preferred shares, without par value

In the Board of Directors meeting held on July 26, 2012, after verification of the subscription and payment by the shareholders of
the Company of 4,265 thousand newly issued Common shares and 3,329 thousand newly issued Preferred shares, issued pursuant to the General Shareholders Meeting held on April 27, 2012, the meeting ratified an increase in the
capital stock of the Company of R$432.3 and allocated R$0.3 to the Gain on shares issued capital reserve. The newly issued shares will participate in equal conditions to the other shares in all benefits and advantages that may be declared as from
the date hereof.

Additionally, a capital increase was approved of R$1.6, with no issuance of shares and within the authorized
capital limit, in accordance with Section 9 of the By-Laws, by means of the capitalization of the Investment Reserve account.

As a result of these resolutions, capital was increased to R$12,177.0, divided into 3,126,755 thousand shares, being 1,755,400 thousand Common shares and 1,371,355 thousand Preferred
shares.

The Board of Directors at a meeting held on May 30, 2012, approved and ratified, 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 increase of R$20.4, upon issuance of 1,034 thousand new Preferred shares, the average issuance price of
19.71 Brazilian Reais 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 applicable. Thus, the Companys capital increased from R$11,722.7 to
R$11,743.1, divided into 3,119,162 thousand shares, of which 1,751,135 thousand are Common shares and 1,368,026 thousand are Preferred shares, without par value.

The Extraordinary General Meeting held on April 27, 2012, approved the following destinations to capital



| | i) | Capital increase of R$111.0, without issue of new shares, corresponding to 30% of the capitalization of tax benefit realized by the Company upon the
partial amortization of the Special Reserve of Goodwill in fiscal year 2011.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Capital increase of R$3,290.3, without issue of new shares, through the partial capitalization of the Investments Reserve balance on the Equity of
the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Thus, the Companys capital increased from R$8,321.4 to R$11,722.7 represented by
3,118,127 thousand shares, of which 1,751,135 thousand are Common shares and are 1,366,992 thousand Preferred shares, with no par value.



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The Board of Directors at a meeting held on March 22, 2012, approved and ratified,
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 increase of R$17.5, upon issuance of 330 thousand new Preferred shares, the
average issuance price of 52.96 Brazilian Reais per share without preemptive rights, pursuant to paragraph 3 of article 171 of Law n° 6,404/76 and the rules established under the Stock Option Plan currently in force, fully subscribed by the
beneficiaries of the options granted in connection with the Companys First Stock Option Program for 2012. Thus, the Companys capital increased from R$ 8,303.9 to R$ 8,321.4, divided into 3,118,127 thousand shares, of which
1,751,135 thousand are Common shares and 1,366,992 thousand are Preferred shares, without par value.

Changes in equity during
the period of 2011

The Board of Directors, at the Meeting held on October 4, 2011, approved a capital increase of
R$4.9 by issuing 87.261 thousand preferred shares without voting rights at 55.89 Brazilian Reais per share, which participate in the results of the Company in accordance with its bylaws, to be subscribed by the Fundo de Investimentos do
Nordeste  FINOR (Investment Fund of Northeastern Brazil  FINOR), with funds provided for in Article 9 of Law No. 8167, of January 16, 1991. The Companys capital was changed to R$8,303.9 represented by
3,117,797 thousand shares, 1,751,135 thousand Common shares and 1,366,662 thousand preferred shares.

The Board
of Directors meeting held on July 18, 2011, approved by unanimous vote, the full subscription and payment by the shareholders, of 7,247 thousand new Common shares and 5,654 thousand Preferred shares issued pursuant to a resolution of
the Extraordinary General Meeting held on April 29, 2011, representing a capital increase of R$528.5, increasing capital stock to R$8.299.1, which is divided into 3,117,710 thousand shares, 1,751,135 thousand Common shares and
1,366,575 thousand Preferred shares, without par value. An amount of R$0,3 was appropriated to a capital reserve (Reserve for gain/losses on share subscription), which is included in Others in the Statement of Changes in Equity.

The Extraordinary General Meeting held on April 29, 2011, approved the following destinations to capital:



| | i) | Capital increase of R$317.8 by means of the issuance of 5,364 thousand Common shares and 2,553 thousand Preferred shares, in favor of
Interbrew International B.V. and AmBrew S/A, Company holdings, to be paid up by means of the capitalization of 70% of the tax benefit resulting from the partial amortization of the special premium reserve during the fiscal year of 2010 which was
ratified by the Board of Directors Meeting held on July 18, 2011.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Capital increase of R$136.2 increase, increasing share capital from R$ 7,634.3 to R$ 7,770.6, corresponding to 30% of the capitalization of tax
benefit realized by the Company upon the partial amortization of the Special Reserve of Goodwill in fiscal year 2010, without issue of new shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A capital increase of R$20.6 was approved and ratified, pursuant to Article 9 of its Bylaws, and Article 168 of Law n° 6,404/76, as amended on March 28, 2011 through the issuance of
448 thousand Preferred shares, the average issuance price of 45.87 Brazilian Reais per share, without right of preference, pursuant to § 3 of article 171 of Law n° 6,404/76 and the bylaws of the Companys present Stock Option
Plan. These were fully subscribed by the beneficiaries of the options granted under the Companys Option Share Program for 2011. Thus, the Companys capital increased from R$7,613.8 to R$7,634.3 represented by 3,104,809 thousand
shares, of which 1,743,889 thousand are Common shares and are 1,360,920 thousand Preferred shares, with no par value.

Changes in
equity during 2010

On September 27, 2010, share capital was increased by R$246.4 through the subscription of
2,835 thousand Common shares and 4,660 thousand newly issued Preferred shares as determined by the Extraordinary General Meeting of April, 28, 2010.



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This capital increase resulted in a premium of R$8.3, as a consequence of the public subscription
of non-controlling interests in auction, which was appropriated to a share premium reserve.

The Extraordinary General Meeting held on
April 28, 2010, approved the following changes to capital:



| | i) | Increase in the Companys capital of R$374.7 by issuing 8,080 thousand Common shares and 3,845 thousand Preferred shares in favor of
Interbrew International BV and AmBrew S.A., the Companys controlling shareholders, corresponding to 70% of the tax benefit realized by the Company upon the partial amortization of the special reserve of goodwill in 2009.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Increase in the Companys capital of R$160.6, corresponding to 30% of the tax benefit realized by the Company upon the partial amortization of
the special reserve of goodwill in 2009, without issuing new shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Authorized capital

The Company is authorized to increase its capital stock up to 3,500,000 thousand shares, regardless of by-law amendment, upon the Board of
Directors resolution, which may resolve on the payment terms and conditions, characteristics of shares to be issued and issuance price, and also establish whether the capital stock shall be increased by means of public or private subscription.

(c) Interest on shareholders equity / Dividends

Brazilian companies are permitted to distribute interest attributed to shareholders equity calculated based on the long-term interest
rate (TJLP), such interest being income tax-deductible and, when distributed, may be considered part of the mandatory dividends.

Events during 2012:



|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|---------- |  | -------------------------------- |  | -------------- | ---------- |  | ------------- |  | --------- | --------------- |  |  | ------------ |  |  |  | ------- | ---
|Approval   |  | Type                             |  | Date ofpayment |            |  | Type of share |  |           | Amountper share |  |  | Total amount | 
|2/17/2012  |  | Dividends                        |  |                | 04/10/2012 |  |               |  | Common    |                 |  |  | 0.6000       |  |  |  | 1,050.4 | (i)
|2/17/2012  |  | Dividends                        |  |                | 04/10/2012 |  |               |  | Preferred |                 |  |  | 0.6600       |  |  |  | 901.9   | (i)
|5/30/2012  |  | Dividends                        |  |                | 07/27/2012 |  |               |  | Common    |                 |  |  | 0.2140       |  |  |  | 374.6   |    
|5/30/2012  |  | Dividends                        |  |                | 07/27/2012 |  |               |  | Preferred |                 |  |  | 0.2354       |  |  |  | 321.7   |    
|5/30/2012  |  | Dividends                        |  |                | 07/27/2012 |  |               |  | Common    |                 |  |  | 0.0500       |  |  |  | 87.5    |    
|5/30/2012  |  | Dividends                        |  |                | 07/27/2012 |  |               |  | Preferred |                 |  |  | 0.0550       |  |  |  | 75.2    |    
|9/18/2012  |  | Dividends                        |  |                | 10/15/2012 |  |               |  | Common    |                 |  |  | 0.4200       |  |  |  | 737.1   |    
|9/18/2012  |  | Dividends                        |  |                | 10/15/2012 |  |               |  | Preferred |                 |  |  | 0.4620       |  |  |  | 633.5   |    
|12/14/2012 |  | Dividends                        |  |                | 01/21/2013 |  |               |  | Common    |                 |  |  | 0.8100       |  |  |  | 1,421.5 |    
|12/14/2012 |  | Dividends                        |  |                | 01/21/2013 |  |               |  | Preferred |                 |  |  | 0.8910       |  |  |  | 1,222.4 |    
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  | 6,825.8 |    
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|02/17/2012 |  | Interest on shareholders equity |  |                | 04/10/2012 |  |               |  | Common    |                 |  |  | 0.1800       |  |  |  | 315.1   |    
|02/17/2012 |  | Interest on shareholders equity |  |                | 04/10/2012 |  |               |  | Preferred |                 |  |  | 0.1980       |  |  |  | 270.6   |    
|05/30/2012 |  | Interest on shareholders equity |  |                | 07/27/2012 |  |               |  | Common    |                 |  |  | 0.1200       |  |  |  | 210.1   |    
|05/30/2012 |  | Interest on shareholders equity |  |                | 07/27/2012 |  |               |  | Preferred |                 |  |  | 0.1320       |  |  |  | 180.5   |    
|09/18/2012 |  | Interest on shareholders equity |  |                | 10/15/2012 |  |               |  | Common    |                 |  |  | 0.1100       |  |  |  | 193.0   |    
|09/18/2012 |  | Interest on shareholders equity |  |                | 10/15/2012 |  |               |  | Preferred |                 |  |  | 0.1210       |  |  |  | 165.9   |    
|12/14/2012 |  | Interest on shareholders equity |  |                | 01/21/2013 |  |               |  | Common    |                 |  |  | 0.1100       |  |  |  | 193.0   |    
|12/14/2012 |  | Interest on shareholders equity |  |                | 01/21/2013 |  |               |  | Preferred |                 |  |  | 0.1210       |  |  |  | 166.0   |    
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  | 1,694.2 | (i)



| | (i) | The amount of interest on shareholders equity refers to the total amount approved for distribution in the year, of which were deducted from
income of 2011.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



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Events during 2011:



|          |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|--------- |  | -------------------------------- |  | -------------- | ---------- |  | ------------- |  | --------- | --------------- |  |  | ------------ |  |  |  | ------- | ---
|Approval  |  | Type                             |  | Date ofpayment |            |  | Type of share |  |           | Amountper share |  |  | Total amount | 
|2/28/2011 |  | Dividends                        |  |                | 3/22/2011  |  |               |  | Common    |                 |  |  | 0.5600       |  |  |  | 976.3   |    
|2/28/2011 |  | Dividends                        |  |                | 3/22/2011  |  |               |  | Preferred |                 |  |  | 0.6160       |  |  |  | 837.6   |    
|6/27/2011 |  | Dividends                        |  |                | 8/5/2011   |  |               |  | Common    |                 |  |  | 0.1400       |  |  |  | 244.1   |    
|6/27/2011 |  | Dividends                        |  |                | 8/5/2011   |  |               |  | Preferred |                 |  |  | 0.1540       |  |  |  | 209.5   |    
|9/19/2011 |  | Dividends                        |  |                | 11/18/2011 |  |               |  | Common    |                 |  |  | 0.6220       |  |  |  | 1,088.9 |    
|9/19/2011 |  | Dividends                        |  |                | 11/18/2011 |  |               |  | Preferred |                 |  |  | 0.6842       |  |  |  | 934.8   |    
|          |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|          |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  | 4,291.2 |    
|          |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|6/27/2011 |  | Interest on shareholders equity |  |                | 8/5/2011   |  |               |  | Common    |                 |  |  | 0.2500       |  |  |  | 435.9   |    
|6/27/2011 |  | Interest on shareholders equity |  |                | 8/5/2011   |  |               |  | Preferred |                 |  |  | 0.2750       |  |  |  | 374.2   |    
|9/19/2011 |  | Interest on shareholders equity |  |                | 11/18/2011 |  |               |  | Common    |                 |  |  | 0.1000       |  |  |  | 175.1   |    
|9/19/2011 |  | Interest on shareholders equity |  |                | 11/18/2011 |  |               |  | Preferred |                 |  |  | 0.1100       |  |  |  | 150.3   |    
|          |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         |    
|          |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  | 1,135.5 | (i)



| | (i) | The amount of interest on shareholders equity refers to the total amount approved for distribution in the year, of which R$72.1 were deducted
from income of 2010.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Events during 2010:



|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         | 
|---------- |  | -------------------------------- |  | -------------- | ---------- |  | ------------- |  | --------- | --------------- |  |  | ------------ |  |  |  | ------- | 
|Approval   |  | Type                             |  | Date ofpayment |            |  | Type of share |  |           | Amountper share |  |  | Total amount | 
|3/1/2010   |  | Dividends                        |  |                | 4/1/2010   |  |               |  | Common    |                 |  |  | 1.1000       |  |  |  | 381.1   | 
|3/1/2010   |  | Dividends                        |  |                | 4/1/2010   |  |               |  | Preferred |                 |  |  | 1.2100       |  |  |  | 326.7   | 
|9/27/2010  |  | Dividends                        |  |                | 10/14/2010 |  |               |  | Common    |                 |  |  | 2.1600       |  |  |  | 753.1   | 
|9/27/2010  |  | Dividends                        |  |                | 10/14/2010 |  |               |  | Preferred |                 |  |  | 2.3760       |  |  |  | 646.1   | 
|10/27/2010 |  | Dividends                        |  |                | 12/15/2010 |  |               |  | Common    |                 |  |  | 2.8000       |  |  |  | 976.3   | 
|10/27/2010 |  | Dividends                        |  |                | 12/15/2010 |  |               |  | Preferred |                 |  |  | 3.0800       |  |  |  | 837.6   | 
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         | 
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  | 3,920.9 | 
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         | 
|3/1/2010   |  | Interest on shareholders equity |  |                | 4/1/2010   |  |               |  | Common    |                 |  |  | 0.4500       |  |  |  | 155.9   | 
|3/1/2010   |  | Interest on shareholders equity |  |                | 4/1/2010   |  |               |  | Preferred |                 |  |  | 0.4950       |  |  |  | 133.6   | 
|9/27/2010  |  | Interest on shareholders equity |  |                | 10/14/2010 |  |               |  | Common    |                 |  |  | 0.9300       |  |  |  | 324.3   | 
|9/27/2010  |  | Interest on shareholders equity |  |                | 10/14/2010 |  |               |  | Preferred |                 |  |  | 1.0230       |  |  |  | 278.2   | 
|10/27/2010 |  | Interest on shareholders equity |  |                | 12/15/2010 |  |               |  | Common    |                 |  |  | 0.3000       |  |  |  | 104.6   | 
|10/27/2010 |  | Interest on shareholders equity |  |                | 12/15/2010 |  |               |  | Preferred |                 |  |  | 0.3300       |  |  |  | 89.7    | 
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  |         | 
|           |  |                                  |  |                |            |  |               |  |           |                 |  |  |              |  |  |  | 1,086.3 | 

Interest on shareholders equity and dividends not claimed within three years revert back to the Company.
During 2012, the Company recognized R$10.6 unclaimed interest on shareholders equity and dividends (R$10.4 at December 31, 2011 and R$ 6.3 at December 31, 2010).



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Net income reserve

(d) Statutory Reserve

Of net income, 5% will be applied before any other allocation, to the statutory reserve, which shall not exceed 20% of the capital. The Company may fail to recognize a statutory reserve in the year when
the balance of this reserve, plus the amount of capital reserves, exceeds 30% of the capital.

The statutory reserve is to
ensure the integrity of the capital and can only be used to offset losses or increase capital.

(e) Investments reserve

The investment reserve refers to the allocation of profits in order to meet the project business growth, investment plan
set out in the Company.

(f) Proposed dividends and additional dividends

The reserves of proposed dividends and additional dividends aim to segregate the dividends to be distributed during the following fiscal
year.

Hedging reserves

The hedging reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent the hedged risk has not yet impacted profit or loss (note 27).

Translation reserves

The translation reserves comprise all foreign currency exchange differences arising from the translation of the financial statements whose functional currency are different of Real.

Actuarial gains and losses

The actuarial gains and losses include expectations with regard to the future obligations within the context of the pension plans. Consequently, the results of actuarial gains and losses are recognized on
a timely basis considering best estimate obtained by management. Accordingly, the company recognizes on a quarterly basis the results of these estimated actuarial gains and losses according to the expectations presented based on an independent
actuarial report.

Share-based payment

Different Stock Option Plans permit the Companys senior management and members of the board to acquire shares of the Company.

The share-based payment reserve recorded a charge of R$144.6 in 2012 (R$122.3 and R$134.7 as at December 31, 2011 and 2010,
respectively) (note 24).



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##### Table of Contents

Treasury shares

The treasury shares comprise reacquired shares held by the Company. The gains and losses related to Stock Option Plans transactions and resale
of treasury shares are recorded in the Result on Treasury Shares reserve.



|                                                                             |  |      |       |   |      |  |       |  
|---------------------------------------------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | -
|Change in treasury shares in million of Brazilian Reais, for the years ended |  | 2012 |       |   | 2011 | 
|At the beginning of the year                                                 |  |      | 2.7   |   |      |  | (4.5  | )
|Shares reacquired in accordance with the stock option plan                   |  |      | (30.4 | ) |      |  | (31.1 | )
|Shared-based payments  transfer                                             |  |      | 22.6  |   |      |  | 40.5  |  
|Shares  FINOR                                                               |  |      |      |   |      |  | (3.0  | )
|Shares plans                                                                 |  |      | 1.2   |   |      |  | 1.0   |  
|                                                                             |  |      |       |   |      |  |       |  
|At the end of the year                                                       |  |      | (3.9  | ) |      |  | 2.7   |  

Earnings per share

Basic earnings per share

The calculation of basic earnings per share is based on the net income attributable to equity holders of Ambev of R$10,508.1 (R$8,641.0 and
R$7,561.4 in 2011 and 2010 respectively) and the weighted average number of shares outstanding during the year, calculated as follows:



|                                                 |  |           |           |   |        |  |           |       |  |  |           |  
|------------------------------------------------ |  | --------- | --------- | - | ------ |  | --------- | ----- |  |  | --------- | -
|                                                 |  | 2012      |          
|Thousand shares                                  |  | Preferred |           |   | Common |  |           | Total | 
|Issued shares at January 1                       |  |           | 1,366,662 |   |        |  | 1,751,135 |       |  |  | 3,117,797 |  
|Treasury shares                                  |  |           | (98       | ) |        |  | (510      | )     |  |  | (608      | )
|Effect of shares issued / repurchased            |  |           | 3,140     |   |        |  | 2,566     |       |  |  | 5,706     |  
|                                                 |  |           |           |   |        |  |           |       |  |  |           |  
|Weighted average number of shares at December 31 |  |           | 1,369,704 |   |        |  | 1,753,191 |       |  |  | 3,122,895 |  
|                                                 |  |           |           |   |        |  |           |       |  |  |           |  
|                                                 |  | 2011      |           |   | 2010   |  |           |       | 
|Thousand shares                                  |  | Preferred |           |   | Common |  |           | Total | 
|Issued shares at January 1                       |  |           | 1,360,472 |   |        |  | 1,743,889 |       |  |  | 3,104,361 |  
|Treasury shares                                  |  |           | (608      | ) |        |  | (524      | )     |  |  | (1,132    | )
|Effect of shares issued / repurchased            |  |           | 3,926     |   |        |  | 4,223     |       |  |  | 8,149     |  
|                                                 |  |           |           |   |        |  |           |       |  |  |           |  
|Weighted average number of shares at December 31 |  |           | 1,363,790 |   |        |  | 1,747,588 |       |  |  | 3,111,378 |  
|                                                 |  |           |           |   |        |  |           |       |  |  |           |  
|                                                 |  | 2010      |           |   | 2009   |  |           |       | 
|Thousand shares                                  |  | Preferred |           |   | Common |  |           | Total | 
|Issued shares at January 1                       |  |           | 1,351,965 |   |        |  | 1,732,975 |       |  |  | 3,084,940 |  
|Treasury shares                                  |  |           | (2,155    | ) |        |  | (605      | )     |  |  | (2,760    | )
|Effect of shares issued / repurchased            |  |           | 5,448     |   |        |  | 4,868     |       |  |  | 10,316    |  
|                                                 |  |           |           |   |        |  |           |       |  |  |           |  
|Weighted average number of shares at December 31 |  |           | 1,355,260 |   |        |  | 1,737,236 |       |  |  | 3,092,496 |  



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##### Table of Contents

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potentially
dilutive shares comprising the net income attributable to equity holders of Ambev of R$10,508.1 (R$8,641.0 and R$7,561.4 in 2011 and 2010 respectively) and the weighted average number of shares outstanding during the year, as follows:



|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|---------------------------------------------------------- |  | --------- | --------- |  | ------ |  | --------- | ----- |  |  | --------- | 
|                                                           |  | 2012      |          
|Thousand shares                                            |  | Preferred |           |  | Common |  |           | Total | 
|Issued shares at December 31, net of treasury shares       |  |           | 1,369,704 |  |        |  | 1,753,191 |       |  |  | 3,122,895 | 
|Effect of shares issued / repurchased                      |  |           | 14,454    |  |        |  |          |       |  |  | 14,454    | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|Weighted average number of shares (diluted) at December 31 |  |           | 1,384,158 |  |        |  | 1,753,191 |       |  |  | 3,137,349 | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|                                                           |  | 2011      |          
|Thousand shares                                            |  | Preferred |           |  | Common |  |           | Total | 
|Issued shares at December 31, net of treasury shares       |  |           | 1,363,790 |  |        |  | 1,747,588 |       |  |  | 3,111,378 | 
|Effect of shares issued / repurchased                      |  |           | 12,590    |  |        |  |          |       |  |  | 12,590    | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|Weighted average number of shares (diluted) at December 31 |  |           | 1,376,380 |  |        |  | 1,747,588 |       |  |  | 3,123,968 | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|                                                           |  | 2010      |          
|Thousand shares                                            |  | Preferred |           |  | Common |  |           | Total | 
|Issued shares at December 31, net of treasury shares       |  |           | 1,355,260 |  |        |  | 1,737,236 |       |  |  | 3,092,496 | 
|Effect of shares issued / repurchased                      |  |           | 9,971     |  |        |  |          |       |  |  | 9,971     | 
|                                                           |  |           |           |  |        |  |           |       |  |  |           | 
|Weighted average number of shares (diluted) at December 31 |  |           | 1,351,005 |  |        |  | 1,737,236 |       |  |  | 3,102,467 | 



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##### Table of Contents

Basic earnings per share before special items

The calculation of earnings per share before special items (basic) is based on the net income before special items, attributable to equity
holders of Ambev, calculated as follows:



|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|---------------------------------------------------------------------------- |  | --------- | ------- | - | ------ |  | ------- | ----- |  |  | -------- | -
|                                                                             |  | 2012      |        
|                                                                             |  | Preferred |         |   | Common |  |         | Total | 
|Income attributable to equity holders of Ambev                               |  |           | 4,856.7 |   |        |  | 5,651.4 |       |  |  | 10,508.1 |  
|Special items, after taxes, attributable to equity holders of Ambev          |  |           | (11.6   | ) |        |  | (13.4   | )     |  |  | (25.0    | )
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|Income before special items (basic), attributable to equity holders of Ambev |  |           | 4,868.3 |   |        |  | 5,664.8 |       |  |  | 10,533.1 |  
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                             |  | 2011      |        
|                                                                             |  | Preferred |         |   | Common |  |         | Total | 
|Income attributable to equity holders of Ambev                               |  |           | 3,991.4 |   |        |  | 4,649.6 |       |  |  | 8,641.0  |  
|Special items, after taxes, attributable to equity holders of Ambev          |  |           | (19.0   | ) |        |  | (22.1   | )     |  |  | (41.1    | )
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|Income before special items (basic), attributable to equity holders of Ambev |  |           | 4,010.4 |   |        |  | 4,671.7 |       |  |  | 8,682.1  |  
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                             |  | 2010      |        
|                                                                             |  | Preferred |         |   | Common |  |         | Total | 
|Income attributable to equity holders of Ambev                               |  |           | 3,492.0 |   |        |  | 4,069.3 |       |  |  | 7,561.4  |  
|Special items, after taxes, attributable to equity holders of Ambev          |  |           | (56.3   | ) |        |  | (65.6   | )     |  |  | (121.9   | )
|                                                                             |  |           |         |   |        |  |         |       |  |  |          |  
|Income before special items (basic), attributable to equity holders of Ambev |  |           | 3,548.3 |   |        |  | 4,134.9 |       |  |  | 7,683.3  |  



F-59



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##### Table of Contents

Diluted earnings per share before special items

The calculation of earnings per share before special items (diluted) is based on the net income before special items, attributable to
equity holders of Ambev, calculated as follows:



|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|------------------------------------------------------------------------------ |  | --------- | ------- | - | ------ |  | ------- | ----- |  |  | -------- | -
|                                                                               |  | 2012      |        
|                                                                               |  | Preferred |         |   | Common |  |         | Total | 
|Income attributable to equity holders of Ambev                                 |  |           | 4,884.2 |   |        |  | 5,623.9 |       |  |  | 10,508.1 |  
|Special items, after taxes, attributable to equity holders of Ambev            |  |           | (11.6   | ) |        |  | (13.4   | )     |  |  | (25.0    | )
|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|Income before special items (diluted), attributable to equity holders of Ambev |  |           | 4,895.8 |   |        |  | 5,637.3 |       |  |  | 10,533.1 |  
|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                               |  | 2011      |        
|                                                                               |  | Preferred |         |   | Common |  |         | Total | 
|Income attributable to equity holders of Ambev                                 |  |           | 4,011.1 |   |        |  | 4,629.9 |       |  |  | 8,641.0  |  
|Special items, after taxes, attributable to equity holders of Ambev            |  |           | (19.0   | ) |        |  | (22.1   | )     |  |  | (41.1    | )
|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|Income before special items (diluted), attributable to equity holders of Ambev |  |           | 4,030.1 |   |        |  | 4,652.0 |       |  |  | 8,682.1  |  
|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|                                                                               |  | 2010      |        
|                                                                               |  | Preferred |         |   | Common |  |         | Total | 
|Income attributable to equity holders of Ambev                                 |  |           | 3,505.8 |   |        |  | 4,055.6 |       |  |  | 7,561.4  |  
|Special items, after taxes, attributable to equity holders of Ambev            |  |           | (56.5   | ) |        |  | (65.3   | )     |  |  | (121.8   | )
|                                                                               |  |           |         |   |        |  |         |       |  |  |          |  
|Income before special items (diluted), attributable to equity holders of Ambev |  |           | 3,562.3 |   |        |  | 4,120.9 |       |  |  | 7,683.2  |  

The tables below present the calculation of earnings per share (EPS):



|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|-------------------------------------------------------------------- |  | --------- | --------- |  | ------ |  | --------- | ----- |  |  | --------- | 
|                                                                     |  | 2012      |          
|                                                                     |  | Preferred |           |  | Common |  |           | Total | 
|Income attributable to equity holders of Ambev                       |  |           | 4,856.7   |  |        |  | 5,651.4   |       |  |  | 10,508.1  | 
|Weighted average numbers of shares                                   |  |           | 1,369,704 |  |        |  | 1,753,191 |       |  |  | 3,122,895 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Basic EPS (i)                                                        |  |           | 3.55      |  |        |  | 3.22      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income before special items, attributable to equity holders of Ambev |  |           | 4,868.3   |  |        |  | 5,664.8   |       |  |  | 10,533.1  | 
|Weighted average numbers of shares                                   |  |           | 1,369,704 |  |        |  | 1,753,191 |       |  |  | 3,122,895 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Basic EPS before special items (i)                                   |  |           | 3.55      |  |        |  | 3.23      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income attributable to equity holders of Ambev                       |  |           | 4,884.1   |  |        |  | 5,623.9   |       |  |  | 10,508.1  | 
|Weighted average numbers of shares (diluted)                         |  |           | 1,384,158 |  |        |  | 1,753,191 |       |  |  | 3,137,349 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Diluted EPS (i)                                                      |  |           | 3.53      |  |        |  | 3.21      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income before special items, attributable to equity holders of Ambev |  |           | 4,895.7   |  |        |  | 5,637.4   |       |  |  | 10,533.1  | 
|Weighted average numbers of shares (diluted)                         |  |           | 1,384,158 |  |        |  | 1,753,191 |       |  |  | 3,137,349 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Diluted EPS before special items (i)                                 |  |           | 3.54      |  |        |  | 3.22      |       |  |  |           | 



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##### Table of Contents

|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|-------------------------------------------------------------------- |  | --------- | --------- |  | ------ |  | --------- | ----- |  |  | --------- | 
|                                                                     |  | 2011      |          
|                                                                     |  | Preferred |           |  | Common |  |           | Total | 
|Income attributable to equity holders of Ambev                       |  |           | 3,991.4   |  |        |  | 4,649.6   |       |  |  | 8,641.0   | 
|Weighted average numbers of shares                                   |  |           | 1,363,790 |  |        |  | 1,747,588 |       |  |  | 3,111,378 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Basic EPS (i)                                                        |  |           | 2.93      |  |        |  | 2.66      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income before special items, attributable to equity holders of Ambev |  |           | 4,010.4   |  |        |  | 4,671.7   |       |  |  | 8,682.1   | 
|Weighted average numbers of shares                                   |  |           | 1,363,790 |  |        |  | 1,747,588 |       |  |  | 3,111,378 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Basic EPS before special items (i)                                   |  |           | 2.94      |  |        |  | 2.67      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income attributable to equity holders of Ambev                       |  |           | 4,011.1   |  |        |  | 4,629.9   |       |  |  | 8,641.0   | 
|Weighted average numbers of shares (diluted)                         |  |           | 1,376,380 |  |        |  | 1,747,588 |       |  |  | 3,123,968 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Diluted EPS (i)                                                      |  |           | 2.91      |  |        |  | 2.65      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income before special items, attributable to equity holders of Ambev |  |           | 4,030.1   |  |        |  | 4,652.0   |       |  |  | 8,682.1   | 
|Weighted average numbers of shares (diluted)                         |  |           | 1,376,380 |  |        |  | 1,747,588 |       |  |  | 3,123,968 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Diluted EPS before special items (i)                                 |  |           | 2.93      |  |        |  | 2.66      |       |  |  |           | 



|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|-------------------------------------------------------------------- |  | --------- | --------- |  | ------ |  | --------- | ----- |  |  | --------- | 
|                                                                     |  | 2010      |          
|                                                                     |  | Preferred |           |  | Common |  |           | Total | 
|Income attributable to equity holders of Ambev                       |  |           | 3,492.0   |  |        |  | 4,069.3   |       |  |  | 7,561.4   | 
|Weighted average numbers of shares                                   |  |           | 1,355,260 |  |        |  | 1,737,237 |       |  |  | 3,092,497 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Basic EPS (i)                                                        |  |           | 2.58      |  |        |  | 2.34      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income before special items, attributable to equity holders of Ambev |  |           | 3,548.3   |  |        |  | 4,134.9   |       |  |  | 7,683.2   | 
|Weighted average numbers of shares                                   |  |           | 1,355,260 |  |        |  | 1,737,237 |       |  |  | 3,092,497 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Basic EPS before special items (i)                                   |  |           | 2.62      |  |        |  | 2.38      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income attributable to equity holders of Ambev                       |  |           | 3,505.8   |  |        |  | 4,055.6   |       |  |  | 7,561.4   | 
|Weighted average numbers of shares (diluted)                         |  |           | 1,365,231 |  |        |  | 1,737,237 |       |  |  | 3,102,468 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Diluted EPS (i)                                                      |  |           | 2.57      |  |        |  | 2.33      |       |  |  |           | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Income before special items, attributable to equity holders of Ambev |  |           | 2,675.3   |  |        |  | 4,120.9   |       |  |  | 6,796.2   | 
|Weighted average numbers of shares (diluted)                         |  |           | 1,351,005 |  |        |  | 1,737,237 |       |  |  | 3,088,242 | 
|                                                                     |  |           |           |  |        |  |           |       |  |  |           | 
|Diluted EPS before special items (i)                                 |  |           | 2.61      |  |        |  | 2.37      |       |  |  |           | 



|(i) | Expressed in Brazilian Reais.
|--- | -----------------------------

The average market value of the Companys shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period that the options were outstanding.

As mentioned in item (a) Preferred shares are entitled to a dividend premium of 10% over that paid to the Common
shareholders which is considered in the basic and diluted EPS calculation.

Tax incentives

The Company participates in ICMS VAT tax benefit programs offered by various States in order to attract investments to their region, in
the form of financing, VAT deferral or partial reductions of amounts due. These



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##### Table of Contents

State programs aim to promote the expansion of employment, regional decentralization, complementation and diversification of the states industrial framework. In these States, the grace and
enjoyment periods, reductions and other conditions are provided by the tax legislation.

Destinations

At December 31, 2012, management proposed the appropriations to Retained earnings, in accordance with the Brazilian Corporate law and
the Companys bylaws. The dividends appropriations were approved at the Board of Directors Meeting held on February 25, 2013 (note 3).



|                                                                             |  |      |          |   |      |  |          |      |  |  |          |  
|---------------------------------------------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                                                             |  | 2012 |          |   | 2011 |  |          | 2010 | 
|Net income                                                                   |  |      | 10,508.1 |   |      |  | 8,641.0  |      |  |  | 7,561.4  |  
|Effects of the transition to IFRS                                            |  |      |         |   |      |  |         |      |  |  | 3,992.0  |  
|(+) Unclaimed dividends                                                      |  |      | 10.6     |   |      |  | 10.4     |      |  |  | 6.3      |  
|(-) Fiscal incentive reserve constitution                                    |  |      | (396.3   | ) |      |  | (369.6   | )    |  |  | (310.5   | )
|                                                                             |  |      |          |   |      |  |          |      |  |  |          |  
|Retained earnings basis for dividends and destinations                       |  |      | 10,122.4 |   |      |  | 8,281.8  |      |  |  | 11,249.2 |  
|                                                                             |  |      |          |   |      |  |          |      |  |  |          |  
|Dividends and Interest on capital (i)                                        |  |      | (6,553.0 | ) |      |  | (7,321.7 | )    |  |  | (5,007.2 | )
|Year ended 2011                                                              |  |      |          |   |      |  |          |      |  |  |          |  
|(-) Dividends and Interest on capital paid with additional dividends reserve |  |      | (681.4   | ) |      |  | (4,290.3 | )    |  |  |         |  
|Year ended 2012                                                              |  |      |          |   |      |  |          |      |  |  |          |  
|Mandatory dividend:                                                          |  |      |          |   |      |  |          |      |  |  |          |  
|(-) Dividends and Interest on capital paid with investments reserve          |  |      |         |   |      |  | (1,064.1 | )    |  |  | (997.3   | )
|(-) Dividends and Interest on capital paid based on profit                   |  |      | (5,871.6 | ) |      |  |         |      |  |  | (4,009.9 | )
|(-) Additional mandatory dividendProvision                                  |  |      |         |   |      |  | (1,967.3 | )    |  |  |         |  
|                                                                             |  |      |          |   |      |  |          |      |  |  |          |  
|Dividend calculated                                                          |  |      | (5,871.6 | ) |      |  | (3,031.4 | )    |  |  | (5,007.2 | )
|                                                                             |  |      |          |   |      |  |          |      |  |  |          |  
|Reserves destination:                                                        |  |      |          |   |      |  |          |      |  |  |          |  
|Investments reserve                                                          |  |      | (2,396.7 | ) |      |  | (5,616.6 | )    |  |  | (2,876.8 | )
|Additional dividends                                                         |  |      | (1,854.1 | ) |      |  | (697.9   | )    |  |  | (4,290.3 | )
|Interest on shareholders equity payable accrued                              |  |      |         |   |      |  |         |      |  |  | (72.1    | )
|                                                                             |  |      |          |   |      |  |          |      |  |  |          |  
|Balance of retained earnings after the destinations                          |  |      |         |   |      |  |         |      |  |  |         |  



|(i) | The Company calculates the dividends equally for all shares in issuance and then adds an additional 10% dividend provided for in legislation for the
Preferred shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

(l) Other Reserves



|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|------------------------------------------------------------ |  | ---------------- | ---- | - | ------------ |  | --- | ------------------ |  |  | -------------------- |  |  | -------------------------- | -------- | - | ----------------------- |  | ----- | ----- |  |  | ------------------ | - |  | ---------------- | -------- | - | --------------- |  | -------- | ------------------- |  |  | ----- |  |  | ------------------- | ------- |  | ------------- |  | -------- | -------------------------------------------- |  |  | ------------------- | - |  | ------------------------------- | -------- | - | --------------------- |  | ----- | ----- |  |  | ---- | - |  |  | ----- |  |  |  | - |  |  |  | -------- | - |  |  | -------- | -
|                                                             |  | Capital reserves |      |   |              |  |     | Net income reserve |  |  |                      |  |  | Other comprehensive income |          |   |                         | 
|                                                             |  | Treasuryshares   |      |   | SharePremium |  |     | Gainonsharesissued |  |  | Otherscapitalreserve |  |  | Share-basedpayments        |          |   | Resultsontreasuryshares |  |       | Total |  |  | Investmentsreserve |   |  | Statutoryreserve |          |   | Fiscalincentive |  |          | Additionaldividends |  |  | Total |  |  | Translationreserves |         |  | Cashflowhedge |  |          | Gains/lossesof non-controllinginterestsshare |  |  | Businesscombination |   |  | Putoption ofasubsidiaryinterest |          |   | Actuarialgains/losses |  |       | Total | 
|At January 1, 2012                                           |  |                  | 2.7  |   |              |  | 8.3 |                    |  |  | 4,983.1              |  |  |                            | 1,740.9  |   |                         |  | 435.1 |       |  |  | (140.1             | ) |  |                  | 7,030.0  |   |                 |  | 10,643.5 |                     |  |  | 208.8 |  |  |                     | 1,031.0 |  |               |  | 697.9    |                                              |  |  | 12,581.2            |   |  |                                 | (997.1   | ) |                       |  | 46.4  |       |  |  | 1.5  |   |  |  |      |  |  |  |  |  |  |  | (1,354.6 | ) |  |  | (2,303.8 | )
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|Net income                                                   |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Other comprehensive income:                                  |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|Translation reserves  gains / (losses)                      |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 | 877.2    |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  | 877.2    |  
|Cash flow hedges  gains / (losses)                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  | 40.6  |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  | 40.6     |  
|Gains/(losses) of non-controlling interests share            |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  | (6.7 | ) |  |  | 156.1 |  |  |  |  |  |  |  |         |   |  |  | 149.4    |  
|Actuarial gain / (losses)                                    |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  | (110.9   | ) |  |  | (110.9   | )
|Total Comprehensive income                                   |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 | 877.2    |   |                       |  | 40.6  |       |  |  | (6.7 | ) |  |  | 156.1 |  |  |  |  |  |  |  | (110.9   | ) |  |  | 956.3    |  
|Shares issued                                                |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            | (369.9   | ) |                         |  | (11.5 | )     |  |  |                   |   |  |                  | (381.4   | ) |                 |  | (3,291.9 | )                   |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  | (3,291.9            | ) |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Put option of a subsidiary interest                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            | (1,980.9 | ) |                         |  |      |       |  |  |                   |   |  |                  | (1,980.9 | ) |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Dividends                                                    |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  | (681.4   | )                                            |  |  | (681.4              | ) |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Interest on capital                                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Share-based payment                                          |  |                  |     |   |              |  |    |                    |  |  | 0.3                  |  |  |                            |         |   |                         |  | 130.5 |       |  |  |                   |   |  |                  | 130.8    |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Reserves destination:                                        |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|Fiscal incentive                                             |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     | 396.3   |  |               |  |         |                                              |  |  | 396.3               |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Investments reserve                                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  | 2,396.7  |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  | 2,396.7             |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Additional dividends                                         |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  | 1,854.1  |                                              |  |  | 1,854.1             |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Treasury shares                                              |  |                  | (7.8 | ) |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  | (23.0              | ) |  |                  | (30.8    | ) |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Share transfer receivable  Plan                             |  |                  | 1.2  |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  | 1.2      |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Prescribed dividends                                         |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|At December 31, 2012                                         |  |                  | (3.9 | ) |              |  | 8.3 |                    |  |  | 4,983.4              |  |  |                            | (609.9   | ) |                         |  | 554.1 |       |  |  | (163.1             | ) |  |                  | 4,768.9  |   |                 |  | 9,748.3  |                     |  |  | 208.8 |  |  |                     | 1,427.3 |  |               |  | 1,870.6  |                                              |  |  | 13,255.0            |   |  |                                 | (119.9   | ) |                       |  | 87.0  |       |  |  | (5.2 | ) |  |  | 156.1 |  |  |  |  |  |  |  | (1,465.5 | ) |  |  | (1,347.5 | )
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|                                                             |  | Capital reserves |      |   |              |  |     | Net income reserve |  |  |                      |  |  | Other comprehensive income |          |   |                         | 
|                                                             |  | Treasuryshares   |      |   | SharePremium |  |     | Gainonsharesissued |  |  | Otherscapitalreserve |  |  | Share-basedpayments        |          |   | Resultsontreasuryshares |  |       | Total |  |  | Investmentsreserve |   |  | Statutoryreserve |          |   | Fiscalincentive |  |          | Additionaldividends |  |  | Total |  |  | Translationreserves |         |  | Cashflowhedge |  |          | Gains/lossesof non-controllinginterestsshare |  |  | Businesscombination |   |  | Putoption ofasubsidiaryinterest |          |   | Actuarialgains/losses |  |       | Total | 
|At January 1, 2011                                           |  |                  | (4.5 | ) |              |  | 8.3 |                    |  |  | 4,983.1              |  |  |                            | 2,194.7  |   |                         |  | 332.3 |       |  |  | (96.4              | ) |  |                  | 7,417.5  |   |                 |  | 6,091.0  |                     |  |  | 208.8 |  |  |                     | 661.4   |  |               |  | 4,290.3  |                                              |  |  | 11,251.5            |   |  |                                 | (1,201.3 | ) |                       |  | 131.3 |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  | (850.9   | ) |  |  | (1,920.9 | )
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|Net income                                                   |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Other comprehensive income:                                  |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|Translation reserves  gains / (losses)                      |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 | 204.2    |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  | 204.2    |  
|Cash flow hedges  gains / (losses)                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  | (84.9 | )     |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  | (84.9    | )
|Gains/losses of non-controlling interests share              |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  | 1.5  |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  | 1.5      |  
|Actuarial gain / (losses)                                    |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  | (503.7   | ) |  |  | (503.7   | )
|Total Comprehensive income                                   |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 | 204.2    |   |                       |  | (84.9 | )     |  |  | 1.5  |   |  |  |      |  |  |  |  |  |  |  | (503.7   | ) |  |  | (382.9   | )
|Shares issued                                                |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            | (453.8   | ) |                         |  | (15.6 | )     |  |  |                   |   |  |                  | (469.4   | ) |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Dividends                                                    |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  | (4,290.3 | )                                            |  |  | (4,290.3            | ) |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Interest on capital                                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  | (1,064.1 | )                   |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  | (1,064.1            | ) |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Share-based payment                                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  | 118.4 |       |  |  |                   |   |  |                  | 118.4    |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Reserves destination:                                        |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|Fiscal incentive                                             |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     | 369.6   |  |               |  |         |                                              |  |  | 369.6               |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Investments reserve                                          |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  | 5,616.6  |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  | 5,616.6             |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Additional dividends                                         |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  | 697.9    |                                              |  |  | 697.9               |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Treasury shares                                              |  |                  | 6.2  |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  | (43.7              | ) |  |                  | (37.5    | ) |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Share transfer receivable  Plan                             |  |                  | 1.0  |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  | 1.0      |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Capital reduction in subsidiaries by minorities shareholders |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|Prescribed dividends                                         |  |                  |     |   |              |  |    |                    |  |  |                     |  |  |                            |         |   |                         |  |      |       |  |  |                   |   |  |                  |         |   |                 |  |         |                     |  |  |      |  |  |                     |        |  |               |  |         |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |       |  |  |     |   |  |  |      |  |  |  |  |  |  |  |         |   |  |  |         |  
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  
|At December 31, 2011                                         |  |                  | 2.7  |   |              |  | 8.3 |                    |  |  | 4,983.1              |  |  |                            | 1,740.9  |   |                         |  | 435.1 |       |  |  | (140.1             | ) |  |                  | 7,030.0  |   |                 |  | 10,643.5 |                     |  |  | 208.8 |  |  |                     | 1,031.0 |  |               |  | 697.9    |                                              |  |  | 12,581.2            |   |  |                                 | (997.1   | ) |                       |  | 46.4  |       |  |  | 1.5  |   |  |  |      |  |  |  |  |  |  |  | (1,354.6 | ) |  |  | (2,303.8 | )
|                                                             |  |                  |      |   |              |  |     |                    |  |  |                      |  |  |                            |          |   |                         |  |       |       |  |  |                    |   |  |                  |          |   |                 |  |          |                     |  |  |       |  |  |                     |         |  |               |  |          |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |       |  |  |      |   |  |  |       |  |  |  |   |  |  |  |          |   |  |  |          |  



F-63



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##### Table of Contents

|                                                |  |                  |       |   |              |  |     |                    |  |  |                      |  |  |                            |         |   |                         |  |       |                 |  |  |                    |   |  |                  |         |   |                 |  |         |                     |  |  |                  |  |  |                     |       |  |               |  |         |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |                          |  |  |   |  |  |  |   |  |  |  |   |  |  |  |        |   |  |  |          |  
|----------------------------------------------- |  | ---------------- | ----- | - | ------------ |  | --- | ------------------ |  |  | -------------------- |  |  | -------------------------- | ------- | - | ----------------------- |  | ----- | --------------- |  |  | ------------------ | - |  | ---------------- | ------- | - | --------------- |  | ------- | ------------------- |  |  | ---------------- |  |  | ------------------- | ----- |  | ------------- |  | ------- | -------------------------------------------- |  |  | ------------------- | - |  | ------------------------------- | -------- | - | --------------------- |  | ----- | ------------------------ |  |  | - |  |  |  | - |  |  |  | - |  |  |  | ------ | - |  |  | -------- | -
|                                                |  | Capital reserves |       |   |              |  |     | Net income reserve |  |  |                      |  |  | Other comprehensive income |         |   |                         | 
|                                                |  | Treasuryshares   |       |   | SharePremium |  |     | Gainonsharesissued |  |  | Otherscapitalreserve |  |  | Share-basedpayments        |         |   | Resultsontreasuryshares |  |       | Capitalreserves |  |  | Investmentsreserve |   |  | Statutoryreserve |         |   | Fiscalincentive |  |         | Additionaldividends |  |  | Netincomereserve |  |  | Translationreserves |       |  | Cashflowhedge |  |         | Gains/lossesof non-controllinginterestsshare |  |  | Businesscombination |   |  | Putoption ofasubsidiaryinterest |          |   | Actuarialgains/losses |  |       | Othercomprehensiveincome | 
|At January 1, 2010                              |  |                  | (47.8 | ) |              |  |    |                    |  |  | 4,967.1              |  |  |                            | 2,730.2 |   |                         |  | 234.1 |                 |  |  | (112.3             | ) |  |                  | 7,771.3 |   |                 |  | 4,211.5 |                     |  |  | 208.8            |  |  |                     | 350.9 |  |               |  |        |                                              |  |  | 4,771.2             |   |  |                                 | (857.0   | ) |                       |  | (13.9 | )                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (616.4 | ) |  |  | (1,487.3 | )
|                                                |  |                  |       |   |              |  |     |                    |  |  |                      |  |  |                            |         |   |                         |  |       |                 |  |  |                    |   |  |                  |         |   |                 |  |         |                     |  |  |                  |  |  |                     |       |  |               |  |         |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |                          |  |  |   |  |  |  |   |  |  |  |   |  |  |  |        |   |  |  |          |  
|Net income                                      |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Other comprehensive income:                     |  |                  |       |   |              |  |     |                    |  |  |                      |  |  |                            |         |   |                         |  |       |                 |  |  |                    |   |  |                  |         |   |                 |  |         |                     |  |  |                  |  |  |                     |       |  |               |  |         |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |                          |  |  |   |  |  |  |   |  |  |  |   |  |  |  |        |   |  |  |          |  
|Translation reserves  gains / (losses)         |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 | (344.3   | ) |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  | (344.3   | )
|Cash flow hedges  gains / (losses)             |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  | 145.2 |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  | 145.2    |  
|Gains/losses of non-controlling interests share |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Actuarial gain / (losses)                       |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (234.5 | ) |  |  | (234.5   | )
|Total Comprehensive income                      |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 | (344.3   | ) |                       |  | 145.2 |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (234.5 | ) |  |  | (433.6   | )
|Shares issued                                   |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            | (535.3  | ) |                         |  |      |                 |  |  |                   |   |  |                  | (535.3  | ) |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Share premium                                   |  |                  |      |   |              |  | 8.3 |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  | 8.3     |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Dividends                                       |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  | (707.8  | )                   |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  | (707.8              | ) |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Interest on capital                             |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  | (289.5  | )                   |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  | (289.5              | ) |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Share-based payment                             |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  | 98.2  |                 |  |  |                   |   |  |                  | 98.2    |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Reserves destination:                           |  |                  |       |   |              |  |     |                    |  |  |                      |  |  |                            |         |   |                         |  |       |                 |  |  |                    |   |  |                  |         |   |                 |  |         |                     |  |  |                  |  |  |                     |       |  |               |  |         |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |                          |  |  |   |  |  |  |   |  |  |  |   |  |  |  |        |   |  |  |          |  
|Fiscal incentive                                |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     | 310.5 |  |               |  |        |                                              |  |  | 310.5               |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Investments reserve                             |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  | 2,876.8 |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  | 2,876.8             |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Additional dividends                            |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  | 4,290.3 |                                              |  |  | 4,290.3             |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Treasury shares                                 |  |                  | 24.2  |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  | 15.9               |   |  |                  | 40.1    |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Share transfer receivable  Plan                |  |                  | 19.1  |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  | 19.1    |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Restructuring                                   |  |                  |      |   |              |  |    |                    |  |  |                     |  |  |                            |        |   |                         |  |      |                 |  |  |                   |   |  |                  |        |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|Others                                          |  |                  |      |   |              |  |    |                    |  |  | 16.0                 |  |  |                            | (0.2    | ) |                         |  |      |                 |  |  |                   |   |  |                  | 15.8    |   |                 |  |        |                     |  |  |                 |  |  |                     |      |  |               |  |        |                                              |  |  |                    |   |  |                                 |         |   |                       |  |      |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |   |  |  |         |  
|                                                |  |                  |       |   |              |  |     |                    |  |  |                      |  |  |                            |         |   |                         |  |       |                 |  |  |                    |   |  |                  |         |   |                 |  |         |                     |  |  |                  |  |  |                     |       |  |               |  |         |                                              |  |  |                     |   |  |                                 |          |   |                       |  |       |                          |  |  |   |  |  |  |   |  |  |  |   |  |  |  |        |   |  |  |          |  
|At December 31, 2010                            |  |                  | (4.5  | ) |              |  | 8.3 |                    |  |  | 4,983.1              |  |  |                            | 2,194.7 |   |                         |  | 332.3 |                 |  |  | (96.4              | ) |  |                  | 7,417.5 |   |                 |  | 6,091.0 |                     |  |  | 208.8            |  |  |                     | 661.4 |  |               |  | 4,290.3 |                                              |  |  | 11,251.5            |   |  |                                 | (1,201.3 | ) |                       |  | 131.3 |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (850.9 | ) |  |  | (1,920.9 | )



F-64



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##### Table of Contents

22. INTEREST-BEARING LOANS AND BORROWINGS

This explanatory note disseminates contractual information on the position of loans and financing of the Company. The explanatory note 27
 Financial instruments and risks publishes additional information with respect to exposure of the Company to the risks of interest rate and currency.



|                                     |  |  |         |  |  |  |         | 
|------------------------------------ |  |  | ------- |  |  |  | ------- | 
|Non-current liabilities              |  |  | 2012    |  |  |  | 2011    | 
|Secured bank loans                   |  |  | 243.8   |  |  |  | 178.2   | 
|Unsecured bank loans                 |  |  | 1,462.4 |  |  |  | 1,280.1 | 
|Debentures and unsecured bond issues |  |  | 429.7   |  |  |  | 298.1   | 
|Other unsecured loans                |  |  | 151.5   |  |  |  | 133.0   | 
|Financial leasing                    |  |  | 18.6    |  |  |  | 0.8     | 
|                                     |  |  |         |  |  |  |         | 
|                                     |  |  | 2,306.0 |  |  |  | 1,890.2 | 
|                                     |  |  |         |  |  |  |         | 
|Current liabilities                  |  |  |         |  |  |  |         | 
|Secured bank loans                   |  |  | 65.2    |  |  |  | 62.7    | 
|Unsecured bank loans                 |  |  | 753.8   |  |  |  | 891.1   | 
|Debentures and unsecured bond issues |  |  |        |  |  |  | 1,248.0 | 
|Other unsecured loans                |  |  | 17.2    |  |  |  | 2.5     | 
|Financial leasing                    |  |  | 1.6     |  |  |  | 7.8     | 
|                                     |  |  |         |  |  |  |         | 
|                                     |  |  | 837.8   |  |  |  | 2,212.1 | 

Financial funding

During 2011, the Company raised R$1,064.0 in Brazil in lines of credit from Finem UMBNDES and Finem URTJLP, R$10.0 in HILA-ex, R$68.9 in LAS
and R$456.7 in Labatt.

The main changes in the period refer to the settlement on July 2, 2012, of the debenture issued on
July 1, 2006.

Payments in 2011 totaled R $ (2,609.0) related to Bond 11 and 13; R$ (475.5) related to lines of credit from
BNDES, including Finem UMBNDES, Finem URTJLP, Agroindustrial Credit and Bank Credit in Brazil, R$(14.5) in HILA-ex, R$(389.2) in LAS and R$(1,533.1) in Labatt.

The Companys debt was structured in a manner to avoid significant concentration of maturities in each year and tied to different
interest rates. The most significant rates are: (i) flat rate for the Bond 2017; (ii) basket of currencies (UMBNDES) and Interest Rate (TJLP) to loans from National Bank of Economic and Social Development. At December 31, 2012 the
Companys loans presented the following interest rates:



|                                                               |  |                |      |   |         |  |       |             |  |  |         |  |  |             |         |  |  |  |         | 
|-------------------------------------------------------------- |  | -------------- | ---- | - | ------- |  | ----- | ----------- |  |  | ------- |  |  | ----------- | ------- |  |  |  | ------- | 
|                                                               |  | 2012           |      |   | 2011    | 
|Debt instruments                                               |  | Average rate % |      |   | Current |  |       | Non-current |  |  | Current |  |  | Non-current |        
|Debt denominated in USD floating rate                          |  |                | 6.14 | % |         |  | 147.5 |             |  |  | 270.7   |  |  |             |        |  |  |  |        | 
|BNDES basket debt floating rate (UMBNDES + average pay rate)   |  |                | 1.76 | % |         |  | 126.7 |             |  |  | 252.2   |  |  |             | 43.8    |  |  |  | 187.6   | 
|Reais denominated fixed rate                                   |  |                |     |   |         |  |      |             |  |  |        |  |  |             | 473.1   |  |  |  |        | 
|Other latin american currency fixed rate                       |  |                | 6.81 | % |         |  | 5.7   |             |  |  | 73.3    |  |  |             | 79.0    |  |  |  | 70.2    | 
|TJLP BNDES denominated floating rate (TJLP + average pay rate) |  |                | 6.79 | % |         |  | 473.8 |             |  |  | 1,077.7 |  |  |             | 292.2   |  |  |  | 1,148.0 | 
|Reais debt  ICMS fixed rate                                   |  |                | 3.38 | % |         |  | 17.2  |             |  |  | 151.5   |  |  |             | 2.5     |  |  |  | 133.0   | 
|Reais debt  debentures floating rate % CDI                    |  |                |     |   |         |  |      |             |  |  |        |  |  |             | 1,248.0 |  |  |  |        | 
|Reais debt  fixed rate                                        |  |                | 7.90 | % |         |  | 66.9  |             |  |  | 480.6   |  |  |             | 73.5    |  |  |  | 351.4   | 
|                                                               |  |                |      |   |         |  |       |             |  |  |         |  |  |             |         |  |  |  |         | 
|Total                                                          |  |                |      |   |         |  | 837.8 |             |  |  | 2,306.0 |  |  |             | 2,212.1 |  |  |  | 1,890.2 | 



F-65



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##### Table of Contents

Terms and debt repayment schedule  December 31, 2012



|                                     |  |       |         |  |                  |  |       |           |  |  |           |  |  |           |       |  |                  |  |       |  |  |  |       | 
|------------------------------------ |  | ----- | ------- |  | ---------------- |  | ----- | --------- |  |  | --------- |  |  | --------- | ----- |  | ---------------- |  | ----- |  |  |  | ----- | 
|                                     |  | 2012  |        
|                                     |  | Total |         |  | Less than 1 year |  |       | 1-2 years |  |  | 2-3 years |  |  | 3-5 years |       |  | More than 5years | 
|Secured bank loans                   |  |       | 309.0   |  |                  |  | 65.2  |           |  |  | 97.2      |  |  |           | 47.2  |  |                  |  | 53.3  |  |  |  | 46.1  | 
|Unsecured bank loans                 |  |       | 2,216.1 |  |                  |  | 753.8 |           |  |  | 617.1     |  |  |           | 492.4 |  |                  |  | 340.3 |  |  |  | 12.5  | 
|Debentures and unsecured bond issues |  |       | 429.8   |  |                  |  |      |           |  |  |          |  |  |           | 61.7  |  |                  |  | 368.1 |  |  |  |      | 
|Unsecured other loans                |  |       | 168.7   |  |                  |  | 17.2  |           |  |  | 23.4      |  |  |           | 23.9  |  |                  |  | 22.0  |  |  |  | 82.2  | 
|Finance lease liabilities            |  |       | 20.2    |  |                  |  | 1.6   |           |  |  | 2.7       |  |  |           | 5.1   |  |                  |  | 5.6   |  |  |  | 5.2   | 
|                                     |  |       |         |  |                  |  |       |           |  |  |           |  |  |           |       |  |                  |  |       |  |  |  |       | 
|                                     |  |       | 3,143.8 |  |                  |  | 837.8 |           |  |  | 740.4     |  |  |           | 630.3 |  |                  |  | 789.3 |  |  |  | 146.0 | 

Terms and debt repayment schedule  December 31, 2011



|                                     |  |       |         |  |                  |  |         |           |  |  |           |  |  |           |       |  |                  |  |       |  |  |  |       | 
|------------------------------------ |  | ----- | ------- |  | ---------------- |  | ------- | --------- |  |  | --------- |  |  | --------- | ----- |  | ---------------- |  | ----- |  |  |  | ----- | 
|                                     |  | 2011  |        
|                                     |  | Total |         |  | Less than 1 year |  |         | 1-2 years |  |  | 2-3 years |  |  | 3-5 years |       |  | More than 5years | 
|Secured bank loans                   |  |       | 240.9   |  |                  |  | 62.7    |           |  |  | 55.8      |  |  |           | 49.6  |  |                  |  | 62.1  |  |  |  | 10.7  | 
|Unsecured bank loans                 |  |       | 2,171.2 |  |                  |  | 891.1   |           |  |  | 500.8     |  |  |           | 371.0 |  |                  |  | 405.2 |  |  |  | 3.1   | 
|Debentures and unsecured bond issues |  |       | 1,546.1 |  |                  |  | 1,248.0 |           |  |  |          |  |  |           |      |  |                  |  |      |  |  |  | 298.1 | 
|Unsecured other loans                |  |       | 135.5   |  |                  |  | 2.5     |           |  |  | 25.2      |  |  |           | 23.9  |  |                  |  | 21.9  |  |  |  | 62.0  | 
|Finance lease liabilities            |  |       | 8.6     |  |                  |  | 7.8     |           |  |  | 0.4       |  |  |           | 0.4   |  |                  |  |      |  |  |  |      | 
|                                     |  |       |         |  |                  |  |         |           |  |  |           |  |  |           |       |  |                  |  |       |  |  |  |       | 
|                                     |  |       | 4,102.3 |  |                  |  | 2,212.1 |           |  |  | 582.2     |  |  |           | 444.9 |  |                  |  | 489.2 |  |  |  | 373.9 | 

Contract clauses (covenants)

The Companys loans have equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted
by the Company with Banco Nacional de Desenvolvimento Economico e Social  BNDES, where collateral is provided on assets acquired with the credit granted which serve as collateral; other loans and financing contracted by the Company provide
only guarantees of other companies of the group. The loan contracts contain financial covenants including:



| |  | Going-concern;
|- |  | --------------



| |  | Maintenance, in use or in good condition for the business, of the Companys properties;
|- |  | ---------------------------------------------------------------------------------------



| |  | Restrictions on acquisitions, mergers, sale or disposal of its assets;
|- |  | ----------------------------------------------------------------------



| |  | Disclosure of financial statements under Brazilian GAAP and IFRS; prohibition related to new real guarantees for loans contracted, except if:
(i) expressly provided the Companys bylaws or local law, (ii) new loans contracted from financial institutions linked to the Brazilian government  including the BNDES or foreign governments;  or foreign governments,
multilateral financial institutions (eg World Bank) or located in jurisdictions in which the Company operates;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These clauses apply to the extent that the events mentioned produce material adverse effects on the Company and / or its subsidiaries or the rights of its creditors, and, in the event of a breach, the
Company is usually provided a grant a grace period to cure such default.

Additionally, all agreements entered into with the
BNDES are subject to certain provisions applicable to agreements entered into with the BNDES (Provisions). Such Provisions require the borrower, to obtain prior consent of BNDES if they, for instance, wish to: (i) raise
new loans (except for loans described in the Provisions); (ii) give preference and/or priority to other debts; and/or (iii) dispose of or encumber any item of their fixed assets (except as provided for in the Provisions).

As at December 31, 2012, the Company was in compliance with all its contractual obligations for its loans and financings.



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23. EMPLOYEE BENEFITS

The Company sponsors pension plans to defined benefit to employees in Brazil and subsidiaries located in the Dominican Republic,
Argentina, Bolivia and Canada based on employees salaries and length of service. The entities are governed by local regulations and practices of each individual country as well as the relationship with the Companys private pension funds
and their composition.

Ambev provides post-employment benefits, including pension benefits and medical and dental care.
Post-employment benefits are classified as either defined contribution or defined benefit plans.

The defined benefit plans
and the other post-employment benefits are not granted to new retirees.

Defined contribution plans

These plans are funded by the participants and the sponsor, and are managed by privately administered pension funds. During 2012, the
Company contributed R$9.4 (R$8.8 and R$6.7 in 2011 and 2010, respectively) to these funds, which were recorded as an expense. Once the contributions have been paid, the Company has no further payment obligations.

Defined benefit plans

At December 31, the net liability for defined benefit plans consists of the following:



|                                               |  |      |          |   |      |  |          |      |  |  |          |  
|---------------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                               |  | 2012 |          |   | 2011 |  |          | 2010 | 
|Present value of funded obligations            |  |      | (4,748.6 | ) |      |  | (4,047.2 | )    |  |  | (3,325.9 | )
|Fair value of plan assets                      |  |      | 4,279.1  |   |      |  | 3,648.5  |      |  |  | 3,471.2  |  
|                                               |  |      |          |   |      |  |          |      |  |  |          |  
|Present value of net obligations               |  |      | (469.5   | ) |      |  | (398.7   | )    |  |  | 145.3    |  
|Present value of unfunded obligations          |  |      | (669.7   | ) |      |  | (614.4   | )    |  |  | (515.4   | )
|                                               |  |      |          |   |      |  |          |      |  |  |          |  
|Present value of net obligations               |  |      | (1,139.2 | ) |      |  | (1,013.1 | )    |  |  | (370.1   | )
|Unrecognized past service cost                 |  |      | 1.5      |   |      |  | 1.6      |      |  |  | 1.4      |  
|Unrecognized assets                            |  |      | (612.2   | ) |      |  | (571.9   | )    |  |  | (576.9   | )
|                                               |  |      |          |   |      |  |          |      |  |  |          |  
|Net liability                                  |  |      | (1,749.9 | ) |      |  | (1,583.4 | )    |  |  | (945.6   | )
|Other long term employee benefits              |  |      | (5.5     | ) |      |  | (1.1     | )    |  |  | 0.3      |  
|                                               |  |      |          |   |      |  |          |      |  |  |          |  
|Total employee benefits                        |  |      | (1,755.4 | ) |      |  | (1,584.5 | )    |  |  | (945.3   | )
|Employee benefits amount in the balance sheet: |  |      |          |   |      |  |          |      |  |  |          |  
|Liabilities                                    |  |      | (1,780.9 | ) |      |  | (1,603.0 | )    |  |  | (966.2   | )
|Assets                                         |  |      | 25.5     |   |      |  | 18.5     |      |  |  | 20.9     |  
|                                               |  |      |          |   |      |  |          |      |  |  |          |  
|Net liabilities                                |  |      | (1,755.4 | ) |      |  | (1,584.5 | )    |  |  | (945.3   | )

At December 31, 2012, the Company recorded R$25.5 up to the asset ceiling not exceeding the present
value of future benefits expected to flow to the Company. Therefore, this asset does not duplicate the treatment of actuarial losses or past service cost.



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The changes in the present value of the defined benefit obligations were as follows:



|                                          |  |      |          |   |      |  |          |      |  |  |          |  
|----------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                          |  | 2012 |          |   | 2011 |  |          | 2010 | 
|Defined benefit obligation at 1 January   |  |      | (4,661.6 | ) |      |  | (3,841.3 | )    |  |  | (3,466.5 | )
|Service cost                              |  |      | (52.3    | ) |      |  | (42.5    | )    |  |  | (34.0    | )
|Interest cost                             |  |      | (287.2   | ) |      |  | (264.5   | )    |  |  | (253.3   | )
|Acquisition through business combination  |  |      | (76.6    | ) |      |  |         |      |  |  |         |  
|New unvested past service cost            |  |      | 0.3      |   |      |  | 9.8      |      |  |  | (6.4     | )
|Contributions by plan participants        |  |      | (3.2     | ) |      |  | (2.7     | )    |  |  | (4.2     | )
|Actuarial gains and (losses)              |  |      | (270.7   | ) |      |  | (507.5   | )    |  |  | (358.1   | )
|Exchange differences                      |  |      | (403.9   | ) |      |  | (303.2   | )    |  |  | (11.9    | )
|Benefits paid                             |  |      | 336.9    |   |      |  | 290.4    |      |  |  | 293.1    |  
|                                          |  |      |          |   |      |  |          |      |  |  |          |  
|Defined benefit obligation at 31 December |  |      | (5,418.3 | ) |      |  | (4,661.5 | )    |  |  | (3,841.3 | )

The changes in the fair value of plan assets are as follows:



|                                         |  |      |         |   |      |  |         |      |  |  |         |  
|---------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                         |  | 2012 |         |   | 2011 |  |         | 2010 | 
|Fair value of plan assets at 1 January   |  |      | 3,648.5 |   |      |  | 3,471.2 |      |  |  | 3,315.1 |  
|Expected return                          |  |      | 336.2   |   |      |  | 310.3   |      |  |  | 298.2   |  
|Actuarial gains and (losses)             |  |      | 194.5   |   |      |  | (129.7  | )    |  |  | 25.8    |  
|Acquisition through business combination |  |      | 48.1    |   |      |  |        |      |  |  |        |  
|Contributions by employer                |  |      | 143.3   |   |      |  | 103.1   |      |  |  | 108.8   |  
|Contributions by plan participants       |  |      | 3.2     |   |      |  | 3.1     |      |  |  | 4.2     |  
|Exchange differences                     |  |      | 242.2   |   |      |  | 180.9   |      |  |  | 12.7    |  
|Benefits paid                            |  |      | (336.9  | ) |      |  | (290.4  | )    |  |  | (293.6  | )
|                                         |  |      |         |   |      |  |         |      |  |  |         |  
|Fair value of plan assets at 31 December |  |      | 4,279.1 |   |      |  | 3,648.5 |      |  |  | 3,471.2 |  

Expected real return on plan assets generated a gain of R$26.0 (gain of R$12.1 in 2011 and R$ 30.2 in
2010).

The revenue/(expense) recognized in the income statement with regard to defined benefit plans is detailed as follows:



|                               |  |      |        |   |      |  |        |      |  |  |        |  
|------------------------------ |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|                               |  | 2012 |        |   | 2011 |  |        | 2010 | 
|Current service costs          |  |      | (52.3  | ) |      |  | (42.5  | )    |  |  | (34.0  | )
|Interest cost                  |  |      | (287.2 | ) |      |  | (264.5 | )    |  |  | (253.3 | )
|Expected return on plan assets |  |      | 336.2  |   |      |  | 310.3  |      |  |  | 298.2  |  
|Amortized past service cost    |  |      | (1.2   | ) |      |  | (0.2   | )    |  |  | (7.6   | )
|New vested past service cost   |  |      | 1.1    |   |      |  | 10.2   |      |  |  |       |  
|                               |  |      |        |   |      |  |        |      |  |  |        |  
|                               |  |      | (3.4   | ) |      |  | 13.3   |      |  |  | 3.3    |  

The employee benefit revenue/(expenses) are included in the following line items in the income statement:



|                             |  |      |       |   |      |  |       |      |  |  |       |  
|---------------------------- |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                             |  | 2012 |       |   | 2011 |  |       | 2010 | 
|Cost of sales                |  |      | (24.5 | ) |      |  | (16.5 | )    |  |  | (17.3 | )
|Sales and marketing expenses |  |      | (23.4 | ) |      |  | (17.5 | )    |  |  | (27.4 | )
|Administrative income        |  |      | 44.6  |   |      |  | 47.3  |      |  |  | 48.0  |  
|                             |  |      |       |   |      |  |       |      |  |  |       |  
|                             |  |      | (3.3  | ) |      |  | 13.3  |      |  |  | 3.3   |  



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The assumptions used in the calculation of the obligations are as follows:



|                                                 |  |      |                           |   |      |  |                           |      |  |  |                           |  
|------------------------------------------------ |  | ---- | ------------------------- | - | ---- |  | ------------------------- | ---- |  |  | ------------------------- | -
|                                                 |  | 2012 |                           |   | 2011 |  |                           | 2010 | 
|Discount rate                                    |  |      | 5.7                       | % |      |  | 6.1                       | %    |  |  | 7.0                       | %
|Future salary increases                          |  |      | 4.1                       | % |      |  | 4.0                       | %    |  |  | 4.2                       | %
|Future pension increases                         |  |      | 2.7                       | % |      |  | 2.8                       | %    |  |  | 2.9                       | %
|Medical cost trend rate                          |  |      | 7.4% p.a. reducing to 5.9 | % |      |  | 7.6% p.a. reducing to 5.6 | %    |  |  | 7.4% p.a. reducing to 5.5 | %
|Dental claims trend rate                         |  |      | 4.5                       | % |      |  | 4.5                       | %    |  |  | 4.5                       | %
|                                                 |  |      |                           |   |      |  |                           |      |  |  |                           |  
|Life expectation for an over 65 years old male   |  |      | 84                        |   |      |  | 84                        |      |  |  | 84                        |  
|Life expectation for an over 65 years old female |  |      | 86                        |   |      |  | 86                        |      |  |  | 87                        |  

The assumptions used in the calculation of the periodic pension costs are as follows (i):



|                               |  |      |                           |   |      |  |                           |      |  |  |                            |  
|------------------------------ |  | ---- | ------------------------- | - | ---- |  | ------------------------- | ---- |  |  | -------------------------- | -
|                               |  | 2012 |                           |   | 2011 |  |                           | 2010 | 
|Discount rate                  |  |      | 6.1                       | % |      |  | 7.0                       | %    |  |  | 10.5                       | %
|Expected return on plan assets |  |      | 8.8                       | % |      |  | 9.0                       | %    |  |  | 8.8                        | %
|Future salary increases        |  |      | 4.0                       | % |      |  | 4.2                       | %    |  |  | 3.5                        | %
|Future pension increases       |  |      | 2.8                       | % |      |  | 2.9                       | %    |  |  | 3.5                        | %
|Medical cost trend rate        |  |      | 7.6% p.a. reducing to 5.6 | % |      |  | 7.4% p.a. reducing to 5.5 | %    |  |  | 12.3% p.a. reducing to 8.2 | %
|Dental claims trend rate       |  |      | 4.5                       | % |      |  | 4.5                       | %    |  |  | 6.2                        | %



|(i) | Since the assumptions are nominal rates in different currencies the Company has converted the foreign rates into Reais equivalents based on the two
year forward currency exchange rates. The weighted average assumptions are calculated based on these Reais equivalents.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Post-employment benefits (pension and care plans)

Assumed medical cost trend rates have a significant effect on the amounts recognized in profit or loss. A one percentage point change in the
assumed medical cost trend rates would have the following effects (note that a positive amount refers to a decrease in the obligations or cost, while a negative amount refers to an increase in the obligations or cost):



|                                                                                   |  |                         |        |   |                         |  |      |                         |  |  |                         |   |  |                         |      |  |                         |  |       |   |  |  |      | 
|---------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | ----------------------- |  | ---- | ----------------------- |  |  | ----------------------- | - |  | ----------------------- | ---- |  | ----------------------- |  | ----- | - |  |  | ---- | 
|                                                                                   |  | 2012                    |        |   | 2011                    |  |      | 2010                    | 
|Medical cost trend rate                                                            |  | 100 basispointsincrease |        |   | 100 basispointsdecrease |  |      | 100 basispointsincrease |  |  | 100 basispointsdecrease |   |  | 100 basispointsincrease |      |  | 100 basispointsdecrease | 
|Effect on the aggregate of the service cost and interest cost and of medical plans |  |                         | (7.3   | ) |                         |  | 8.7  |                         |  |  | (9.1                    | ) |  |                         | 7.8  |  |                         |  | (10.6 | ) |  |  | 11.1 | 
|Effect on the defined benefit obligation for medical cost                          |  |                         | (108.1 | ) |                         |  | 91.3 |                         |  |  | (87.3                   | ) |  |                         | 75.2 |  |                         |  | (70.5 | ) |  |  | 69.2 | 

Presented below is the sensitivity analysis in relation to the discount rates, future salary increases and
mortality rates:



|                                                                                       |  |                        |       |   |                        |  |        |                        |  |  |                        |   |  |                        |        |   |                        |  |       |  |  |  |        |  
|-------------------------------------------------------------------------------------- |  | ---------------------- | ----- | - | ---------------------- |  | ------ | ---------------------- |  |  | ---------------------- | - |  | ---------------------- | ------ | - | ---------------------- |  | ----- |  |  |  | ------ | -
|                                                                                       |  | 2012                   |       |   | 2011                   |  |        | 2010                   | 
|Discount rate                                                                          |  | 50 basispointsincrease |       |   | 50 basispointsdecrease |  |        | 50 basispointsincrease |  |  | 50 basispointsdecrease |   |  | 50 basispointsincrease |        |   | 50 basispointsdecrease | 
|Effect on the aggregate of the service cost and interest cost of defined benefit plans |  |                        | (0.9  | ) |                        |  | 1.7    |                        |  |  | (2.2                   | ) |  |                        | 2.9    |   |                        |  | 1.5   |  |  |  | 0.1    |  
|Effect on the defined benefit obligation                                               |  |                        | 301.9 |   |                        |  | (326.8 | )                      |  |  | 240.4                  |   |  |                        | (258.9 | ) |                        |  | 217.5 |  |  |  | (234.6 | )



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##### Table of Contents

|                                            |  |                        |       |   |                        |  |      |                        |  |  |                        |   |  |                        |     |  |                        |  |       |   |  |  |      | 
|------------------------------------------- |  | ---------------------- | ----- | - | ---------------------- |  | ---- | ---------------------- |  |  | ---------------------- | - |  | ---------------------- | --- |  | ---------------------- |  | ----- | - |  |  | ---- | 
|                                            |  | 2012                   |       |   | 2011                   |  |      | 2010                   | 
|Future salary increase                      |  | 50 basispointsincrease |       |   | 50 basispointsdecrease |  |      | 50 basispointsincrease |  |  | 50 basispointsdecrease |   |  | 50 basispointsincrease |     |  | 50 basispointsdecrease | 
|Effect on the aggregate of the service cost |  |                        | (2.7  | ) |                        |  | 2.6  |                        |  |  | (0.3                   | ) |  |                        | 0.3 |  |                        |  | (1.7  | ) |  |  | 1.7  | 
|Effect on the defined benefit obligation    |  |                        | (21.5 | ) |                        |  | 20.5 |                        |  |  | (1.1                   | ) |  |                        | 1.0 |  |                        |  | (12.4 | ) |  |  | 12.1 | 



|                                                                                       |  |                  |        |   |                  |  |       |                  |  |  |                  |   |  |                  |      |  |                  |  |        |   |  |  |       | 
|-------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ---------------- |  | ----- | ---------------- |  |  | ---------------- | - |  | ---------------- | ---- |  | ---------------- |  | ------ | - |  |  | ----- | 
|                                                                                       |  | 2012             |        |   | 2011             |  |       | 2010             | 
|Longevity                                                                              |  | One yearincrease |        |   | One yeardecrease |  |       | One yearincrease |  |  | One yeardecrease |   |  | One yearincrease |      |  | One yeardecrease | 
|Effect on the aggregate of the service cost and interest cost of defined benefit plans |  |                  | (11.2  | ) |                  |  | 11.2  |                  |  |  | (2.9             | ) |  |                  | 3.0  |  |                  |  | (5.7   | ) |  |  | 11.9  | 
|Effect on the defined benefit obligation                                               |  |                  | (174.7 | ) |                  |  | 178.2 |                  |  |  | (42.9            | ) |  |                  | 42.7 |  |                  |  | (115.6 | ) |  |  | 114.9 | 

The data presented in these tables are purely hypothetical and are based on changes in individual assumptions
holding all other assumptions constant; economic conditions and changes therein will often affect multiple assumptions at the same time and the effects of changes in key assumptions are not linear. Therefore, the above information is not necessarily
a reasonable representation of future results.

The plan assets at December 31, consist of the following:



|                 |  |      |    |   |      |  |    |      |  |  |    |  
|---------------- |  | ---- | -- | - | ---- |  | -- | ---- |  |  | -- | -
|                 |  | 2012 |    |   | 2011 |  |    | 2010 | 
|Government bonds |  |      | 17 | % |      |  | 14 | %    |  |  | 78 | %
|Corporate bonds  |  |      | 20 | % |      |  | 22 | %    |  |  | 0  | %
|Equity           |  |      | 40 | % |      |  | 41 | %    |  |  | 17 | %
|Property         |  |      | 23 | % |      |  | 23 | %    |  |  | 5  | %

The overall expected rate of return is calculated by weighting the individual rates in accordance with the
anticipated share in the total investment portfolio.

Ambev expects to contribute approximately R$56.6 to its defined benefit plans in
2013.

The historic four-year present value of defined benefit obligations, fair value of plan assets and pension reserve / contingency
plans, is presented as follows:



|                                                             |  |      |          |   |      |  |          |      |  |  |          |   |  |  |          |  
|------------------------------------------------------------ |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  |  | -------- | -
|                                                             |  | 2012 |          |   | 2011 |  |          | 2010 |  |  | 2009     |  
|Present value of funded obligations                          |  |      | (5,418.3 | ) |      |  | (4,661.6 | )    |  |  | (3,841.3 | ) |  |  | (2,997.6 | )
|Fair value of plan assets                                    |  |      | 4,279.1  |   |      |  | 3,648.5  |      |  |  | 3,471.2  |   |  |  | 3,315.1  |  
|Pension / Contingency reserves                               |  |      | (1,139.2 | ) |      |  | (1,013.1 | )    |  |  | (370.1   | ) |  |  | 317.5    |  
|Experience adjustments: (increase)/decrease plan liabilities |  |      | (14.9    | ) |      |  | (129.2   | )    |  |  | (130.5   | ) |  |  | (374.8   | )
|Experience adjustments: increase/(decrease) plan assets      |  |      | 194.5    |   |      |  | (129.7   | )    |  |  | 14.4     |   |  |  | 331.0    |  

The present value of funded obligations include R$572.9 (R$502.6 in 2011 and R$481.2 in 2010) of two health
care plans for which the benefits are provided directly by Fundação Zerrenner. Fundação Zerrenner is a legally distinct entity whose main goal is to provide Ambevs current and retired employees and managers with
health care and dental assistance, technical and superior education courses, maintaining facilities for assisting and helping elderly people, among other things, through direct initiatives or through financial assistance agreements with other
entities.

Ambev recognizes the assets of that plan (prepaid expenses) to the extent of the value of economic benefit available to the
Company, from refunds or reductions in future contributions, in this case in an amount equivalent to the corresponding actuarial liabilities.



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24. SHARE-BASED PAYMENTS

Different share and stock option programs enable executives to receive or acquire shares of the Company. For all option plans, the fair value
is estimated at grant date, using the Hull binomial pricing model.

In 2012, as per the current plan, Ambev issued 3,034 thousand
units of options with a fair value of R$84.6, whose amount will be charged to expense over the vesting period.

To encourage managers to
be mobile, some options granted in previous years were modified during 2012, where the dividend protection features of such options were canceled in exchange for issuing 69 thousand options in 2012, representing the economic value of the
dividend protection feature eliminated. As there was no change to the fair value of the original award immediately prior to the modification and the fair value of the modified award immediately after the change, no additional expense was recorded as
a result of this change.

The weighted average fair value of the options and assumptions used in applying the Ambev option pricing model
for the 2012, 2011 and 2010 grants are as follows:



|                              |  |          |                   |   |          |  |                    |          |  |  |            |  
|----------------------------- |  | -------- | ----------------- | - | -------- |  | ------------------ | -------- |  |  | ---------- | -
|In R$                         |  | 2012 (i) |                   |   | 2011 (i) |  |                    | 2010 (i) | 
|Fair value of options granted |  |          | 27.88             |   |          |  | 22.48              |          |  |  | 18.74      |  
|Share price                   |  |          | 85.26             |   |          |  | 55.61              |          |  |  | 40.14      |  
|Exercise price                |  |          | 85.26             |   |          |  | 46.39              |          |  |  | 40.94      |  
|Expected volatility           |  |          | 33.0              | % |          |  | 33.7               | %        |  |  | 28.4       | %
|Vesting year                  |  |          | 4.41              |   |          |  | 4.28               |          |  |  | 5.00       |  
|Expected dividends            |  |          | de 0% a 5%        |   |          |  | 0% to 5%           |          |  |  | 0% to 5%   |  
|Risk-free interest rate       |  |          | 2.1% à 11.2% (ii) |   |          |  | 3.1% to 11.9% (ii) |          |  |  | 12.2% (ii) |  



|(i) | Information based on weighted average plans granted, except for the expected dividends and risk-free interest rate.
|--- | -------------------------------------------------------------------------------------------------------------------

|(ii) | The percentages include the grants of stock options and ADRs during the period, in which the risk-free interest rate of ADRs are calculated in U.S.
dollar.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

The total number of outstanding options developed as follows:



|                                    |  |      |        |   |      |  |        |      |  |  |        |  
|----------------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Thousand options                    |  | 2012 |        |   | 2011 |  |        | 2010 | 
|Options outstanding at January 1    |  |      | 29,562 |   |      |  | 26,253 |      |  |  | 20,570 |  
|Options issued during the period    |  |      | 3,103  |   |      |  | 5,624  |      |  |  | 6,625  |  
|Options exercised during the period |  |      | (2,500 | ) |      |  | (1,728 | )    |  |  | (525   | )
|Options forfeited during the period |  |      | (1,382 | ) |      |  | (587   | )    |  |  | (417   | )
|                                    |  |      |        |   |      |  |        |      |  |  |        |  
|Options outstanding at ended year   |  |      | 28,783 |   |      |  | 29,562 |      |  |  | 26,253 |  

The range of exercise prices of the outstanding options is between R$11.52 (R$11.92 as of December 31,
2011) and R$89.20 (R$67.10 as of December 31, 2011) and the weighted average remaining contractual life is approximately 8.15 years (8.59 years as of December 31, 2011).

Of the 28,781 thousand outstanding options (29,562 thousand as of December 31, 2011), 5,042 thousand options are vested as at
December 31, 2012 (2,974 thousand as of December 31, 2011).



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The weighted average exercise price of the options is as follows:



|                                    |  |      |       |  |      |  |       |      |  |  |       | 
|----------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|In R$ per share                     |  | 2012 |       |  | 2011 |  |       | 2010 | 
|Options outstanding at January 1    |  |      | 29.87 |  |      |  | 24.71 |      |  |  | 20.75 | 
|Options issued during the period    |  |      | 85.73 |  |      |  | 55.09 |      |  |  | 40.94 | 
|Options forfeited during the period |  |      | 13.93 |  |      |  | 23.75 |      |  |  | 19.31 | 
|Options exercised during the period |  |      | 14.12 |  |      |  | 13.56 |      |  |  | 11.95 | 
|Options outstanding at ended period |  |      | 36.16 |  |      |  | 29.87 |      |  |  | 24.71 | 
|Options exercisable at ended period |  |      | 18.96 |  |      |  | 13.21 |      |  |  | 11.66 | 

For the options exercised during 2012, the weighted average market price on the exercise date was R$78.68.

To settle stock options, the Company may use treasury shares. The current limit of authorized capital is considered sufficient to meet
all stock option plans.

After the changes made to the Plan in 2010, the Company began using a new stock options model. This new model
covers two types of grants: (i) in the first type of grant, the Beneficiary may choose to allocate 30%, 40%, 60%, 70% or 100% of the profit sharing amount received during the year, immediately exercising the options and acquiring the
corresponding preferred shares of the Company, while the delivery of a substantial part of the acquired shares is conditional on remaining with the Company for a period of five years from the exercise date (Grant 1) and; (ii) in the
second type of grant, the Beneficiary may exercise the options after a period of five years (Grant 2). In this new model, the exercise of the options is not subject to the company fulfilling performance goals.

The 2010.2 Program included the two types of grants described above (Grant 1 and 2), while the 2011.1 program included only Grant 1 and the
2010.3 and 2011.2 Programs included only Grant 2.

In 2012, Ambev issued 967 thousand (1,411 in 2011) deferred stock units. These
deferred stock units are valued at the share price of the day of grant, representing a fair value of approximately R$47.5 (R$63.9 in 2011), and cliff vest after five years.

The total number of shares purchased under the plan of shares by employees, whose grant is deferred to a future time under certain conditions
(deferred stock), is shown below:



|                                            |  |      |       |   |      |  |       |      |  |  |   | 
|------------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | - | 
|Thousand deferred shares                    |  | 2012 |       |   | 2011 |  |       | 2010 | 
|Deferred shares outstanding at January 1    |  |      | 1,392 |   |      |  |      |      |  |  |  | 
|New deferred shares during the period       |  |      | 967   |   |      |  | 1,411 |      |  |  |  | 
|Deferred shares forfeited during the period |  |      | (53   | ) |      |  | (19   | )    |  |  |  | 
|                                            |  |      |       |   |      |  |       |      |  |  |   | 
|Deferred shares outstanding at ended year   |  |      | 2,306 |   |      |  | 1,392 |      |  |  |  | 

Additionally, certain employees and directors of Ambev receive options to acquire AB InBev shares, the
compensation cost of which is recognized in the income statement against equity in the Companys financial statements as of December 31, 2012.

These share-based payments generated an expense of R$144.6 in the period ended December 31, 2012 (R$122.3 for the period ended
December 31, 2011), recorded as Administrative expenses.



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25. TRADE AND OTHER PAYABLES



|                                                           |  |  |          |  |  |  |          | 
|---------------------------------------------------------- |  |  | -------- |  |  |  | -------- | 
|Non-current                                                |  |  | 2012     |  |  |  | 2011     | 
|Trade payables                                             |  |  | 45.0     |  |  |  | 27.9     | 
|Deferred sales tax (i)                                     |  |  | 528.8    |  |  |  | 481.5    | 
|Other taxes, charges and contributions                     |  |  | 250.5    |  |  |  | 261.5    | 
|Derivative financial instruments with negative fair values |  |  | 4.2      |  |  |  | 281.0    | 
|Put option of a subsidiary interest (ii)                   |  |  | 2,125.8  |  |  |  |         | 
|Other payables                                             |  |  | 109.7    |  |  |  | 144.7    | 
|                                                           |  |  |          |  |  |  |          | 
|                                                           |  |  | 3,064.0  |  |  |  | 1,196.6  | 
|                                                           |  |  |          |  |  |  |          | 
|Current                                                    |  |  |          |  |  |  |          | 
|Trade payables and accrued expenses                        |  |  | 6,563.1  |  |  |  | 6,113.9  | 
|Payroll and social security payables                       |  |  | 566.1    |  |  |  | 430.2    | 
|Indirect taxes payable                                     |  |  | 2,046.8  |  |  |  | 1,836.2  | 
|Deferred sales tax (i)                                     |  |  | 54.7     |  |  |  | 43.5     | 
|Interest payable                                           |  |  | 38.7     |  |  |  | 88.3     | 
|Derivative financial instruments with negative fair values |  |  | 1,051.7  |  |  |  | 583.5    | 
|Dividends and interest on capital payable                  |  |  | 3,088.9  |  |  |  | 2,042.2  | 
|Other payables                                             |  |  | 160.8    |  |  |  | 150.2    | 
|                                                           |  |  |          |  |  |  |          | 
|                                                           |  |  | 13,570.8 |  |  |  | 11,288.0 | 



|(i) | The deferred value-added sales tax is related to the deferred scheduling of ICMS payables offered by certain states in Brazil, as part of incentive
programs. The deferred percentages can be fixed depending on the program, or fluctuate between 65% to 90% in the first year, and 50% through the last year. The deferred amounts are usually indexed to a general price index.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | As part of the shareholders agreement between Ambev and ELJ, a put option was issued that may lead to acquisition by Ambev of the remaining
shares in CND. For further details, see note 5.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26. PROVISIONS



|                                      |  |                                |       |  |                                           |  |     |                |  |  |                            |  |  |                                |        |   |  |  |       | 
|------------------------------------- |  | ------------------------------ | ----- |  | ----------------------------------------- |  | --- | -------------- |  |  | -------------------------- |  |  | ------------------------------ | ------ | - |  |  | ----- | 
|                                      |  | Balance as ofDecember 31, 2011 |       |  | Effect of changesin foreignexchange rates |  |     | Provisionsmade |  |  | Provisionsused andreversed |  |  | Balance as ofDecember 31, 2012 |       
|Restructuring                         |  |                                |       |  |                                           |  |     |                |  |  |                            |  |  |                                |        |   |  |  |       | 
|Non-current restructuring             |  |                                | 8.4   |  |                                           |  | 1.0 |                |  |  |                           |  |  |                                | (5.0   | ) |  |  | 4.4   | 
|                                      |  |                                |       |  |                                           |  |     |                |  |  |                            |  |  |                                |        |   |  |  |       | 
|Lawsuits tax, labor, civil and others |  |                                |       |  |                                           |  |     |                |  |  |                            |  |  |                                |        |   |  |  |       | 
|Civil                                 |  |                                | 18.3  |  |                                           |  |    |                |  |  | 30.6                       |  |  |                                | (18.5  | ) |  |  | 30.4  | 
|Taxes on sales                        |  |                                | 162.7 |  |                                           |  |    |                |  |  | 112.9                      |  |  |                                | (91.8  | ) |  |  | 183.8 | 
|Income tax                            |  |                                | 117.9 |  |                                           |  |    |                |  |  | 76.1                       |  |  |                                | (43.0  | ) |  |  | 151.0 | 
|Labor                                 |  |                                | 195.1 |  |                                           |  |    |                |  |  | 159.3                      |  |  |                                | (174.3 | ) |  |  | 180.1 | 
|Others                                |  |                                | 77.6  |  |                                           |  | 4.7 |                |  |  | 67.3                       |  |  |                                | (43.7  | ) |  |  | 105.9 | 
|                                      |  |                                |       |  |                                           |  |     |                |  |  |                            |  |  |                                |        |   |  |  |       | 
|Total                                 |  |                                | 571.6 |  |                                           |  | 4.7 |                |  |  | 446.2                      |  |  |                                | (371.3 | ) |  |  | 651.2 | 
|                                      |  |                                |       |  |                                           |  |     |                |  |  |                            |  |  |                                |        |   |  |  |       | 
|Total provisions                      |  |                                | 580.0 |  |                                           |  | 5.7 |                |  |  | 446.2                      |  |  |                                | (376.3 | ) |  |  | 655.6 | 



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|                                      |  |       |       |  |                |  |       |           |  |  |           |  |  |              |       |  |  |  |      | 
|------------------------------------- |  | ----- | ----- |  | -------------- |  | ----- | --------- |  |  | --------- |  |  | ------------ | ----- |  |  |  | ---- | 
|                                      |  | Total |       |  | 1 year or less |  |       | 1-2 years |  |  | 2-5 years |  |  | Over 5 years |      
|Restructuring                         |  |       |       |  |                |  |       |           |  |  |           |  |  |              |       |  |  |  |      | 
|Non-current restruturing              |  |       | 4.4   |  |                |  |      |           |  |  | 4.4       |  |  |              |      |  |  |  |     | 
|                                      |  |       |       |  |                |  |       |           |  |  |           |  |  |              |       |  |  |  |      | 
|Lawsuits tax, labor, civil and others |  |       |       |  |                |  |       |           |  |  |           |  |  |              |       |  |  |  |      | 
|Civil                                 |  |       | 30.4  |  |                |  | 6.8   |           |  |  | 7.4       |  |  |              | 15.1  |  |  |  | 1.1  | 
|Taxes on sales                        |  |       | 183.8 |  |                |  | 48.0  |           |  |  | 42.6      |  |  |              | 86.8  |  |  |  | 6.4  | 
|Income tax                            |  |       | 151.0 |  |                |  | 26.5  |           |  |  | 39.0      |  |  |              | 79.7  |  |  |  | 5.8  | 
|Labor                                 |  |       | 180.1 |  |                |  | 45.2  |           |  |  | 42.4      |  |  |              | 86.2  |  |  |  | 6.3  | 
|Others                                |  |       | 105.9 |  |                |  | 11.0  |           |  |  | 29.8      |  |  |              | 60.8  |  |  |  | 4.3  | 
|                                      |  |       |       |  |                |  |       |           |  |  |           |  |  |              |       |  |  |  |      | 
|Total                                 |  |       | 651.2 |  |                |  | 137.5 |           |  |  | 161.2     |  |  |              | 328.6 |  |  |  | 23.9 | 
|                                      |  |       |       |  |                |  |       |           |  |  |           |  |  |              |       |  |  |  |      | 
|Total provisions                      |  |       | 655.6 |  |                |  | 137.5 |           |  |  | 165.6     |  |  |              | 328.6 |  |  |  | 23.9 | 

The expected settlement was based on managements best estimate at the balance sheet date.

Main lawsuits with probable likelihood of loss:

ICMS, IPI, PIS and COFINS

In
Brazil, the Company and its subsidiaries are involved in several administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes. Such proceedings include, among others, tax offsets, credits and judicial injunctions exempting tax
payment. The provisions for these taxes at December 31, 2012 are R$183.7 (R$162.7 at December 31, 2011).

Labor

The Company and its subsidiaries are involved in approximately 4,799 labor proceedings with former employees or former employees of service
providers. The main issues involve overtime and related effects and respective charges. The provisions for labor contingencies at December 31, 2012 was R$180.1 (R$195.0 at December 31, 2011).

Other lawsuits

The Company is
involved in several lawsuits brought by former distributors which are mainly claiming damages resulting from the termination of their contracts.

The processes with possible probabilities (risks of loss equal to or less than 50 % ), based on the evaluation of its legal advisers, for
which there is no provision constituted, are disclosed in note 30.

27. FINANCIAL INSTRUMENTS AND RISKS

1) Risk factors

The Company is
exposed to foreign currency, interest rate, commodity price, liquidity and credit risk in the ordinary course of business. The Company analyzes each of these risks both individually and as a whole to define strategies to manage the economic impact
on the Companys performance consistent with its policy of Financial Risk Management.

The Companys use of derivatives strictly
follows its financial risk policy approved by the Board of Directors. The purpose of the policy is to provide guidelines for the management of financial risks inherent to the capital



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markets in which Ambev carries out its operations. The policy comprises four main aspects: (i) capital structure, financing and liquidity, (ii) transactional risks related to the
business, (iii) financial statements translation risks and (iv) credit risks of financial counterparties.

The
policy establishes that all the financial assets and liabilities in each country where the Company operates must be denominated in their respective local currencies whenever possible. The policy also sets forth the procedures and controls needed for
identifying, measuring and minimizing market risks, such as variations in foreign exchange rates, interest rates and commodities (mainly aluminum, wheat and sugar) that may affect the Companys revenues, costs and/or investment amounts. The
policy states that all the currently known risks (e.g. foreign currency and interest) shall be mitigated by contracting derivative instruments. Existing risks not yet evident (e.g. future contracts for the purchase of raw material and property,
plant and equipment) shall be mitigated using projections for the period necessary for the Company to adapt to the new costs scenario that may vary from 10 to 14 months, also through the use of derivative instruments. Any exception to the policy
must be approved by the Board of Directors.

The Companys operations are subject to the risk factors described below:

1.1) Foreign currency risk

Ambev incurs foreign currency risk on borrowings, investments, purchases, dividends and interest expense/income whenever they are denominated in a currency other than the functional currency of the
subsidiary. The main derivatives financial instruments used to manage foreign currency risk are futures contracts, swaps, options and non deliverable forwards.

Foreign currency risk on operational activities

As far as foreign currency
risk on firm commitments and forecasted transactions is concerned, Ambevs policy is to hedge operational transactions which are reasonably expected to occur. The table below shows the main net foreign currency positions on December 31,
2012, and the exposure may vary from ten to fourteen months, according to the Companys financial risk management policy. Positive values indicate that the Company is long (net future cash inflows) in the first currency of the currency pair
while negative values indicate that the Company is short (net future cash outflows) in the first currency in the currency pair. The second currency of the currency pairs listed is the functional currency of the related subsidiary.



|                                  |  |              |          |   |                  |  |         |              |  |  |              |  |  |                  |          |   |              |  |         |  |  |  |   | 
|--------------------------------- |  | ------------ | -------- | - | ---------------- |  | ------- | ------------ |  |  | ------------ |  |  | ---------------- | -------- | - | ------------ |  | ------- |  |  |  | - | 
|                                  |  | 2012         |          |   | 2011             | 
|                                  |  | Totalexposed |          |   | Derivativestotal |  |         | Openposition |  |  | Totalexposed |  |  | Derivativestotal |          |   | Openposition | 
|Dollar / Canadian Dollar          |  |              | (378.6   | ) |                  |  | 378.6   |              |  |  |             |  |  |                  | (311.7   | ) |              |  | 311.7   |  |  |  |  | 
|Dollar / Paraguayan Guarani       |  |              | (129.6   | ) |                  |  | 129.6   |              |  |  |             |  |  |                  | (106.7   | ) |              |  | 106.7   |  |  |  |  | 
|Dollar / Argentinean Peso         |  |              | (613.0   | ) |                  |  | 613.0   |              |  |  |             |  |  |                  | (554.9   | ) |              |  | 554.9   |  |  |  |  | 
|Dollar / Bolivian Peso            |  |              | (142.2   | ) |                  |  | 142.2   |              |  |  |             |  |  |                  | (136.7   | ) |              |  | 136.7   |  |  |  |  | 
|Dollar / Chilean Peso             |  |              | (90.9    | ) |                  |  | 90.9    |              |  |  |             |  |  |                  | (85.4    | ) |              |  | 85.4    |  |  |  |  | 
|Dollar / Dominican Peso           |  |              | (30.7    | ) |                  |  | 30.7    |              |  |  |             |  |  |                  | (54.4    | ) |              |  | 54.4    |  |  |  |  | 
|Dollar / Uruguayan Peso           |  |              | (62.4    | ) |                  |  | 62.4    |              |  |  |             |  |  |                  | (73.0    | ) |              |  | 73.0    |  |  |  |  | 
|Dollar / Real                     |  |              | (3,141.8 | ) |                  |  | 3,141.8 |              |  |  |             |  |  |                  | (2,554.4 | ) |              |  | 2,554.4 |  |  |  |  | 
|Dollar / Peruvian Sol             |  |              | (157.2   | ) |                  |  | 157.2   |              |  |  |             |  |  |                  | (98.8    | ) |              |  | 98.8    |  |  |  |  | 
|Euro / Canadian Dollars           |  |              | (62.6    | ) |                  |  | 62.6    |              |  |  |             |  |  |                  | (57.3    | ) |              |  | 57.3    |  |  |  |  | 
|Euro / Real                       |  |              | (132.3   | ) |                  |  | 132.3   |              |  |  |             |  |  |                  | (69.9    | ) |              |  | 69.9    |  |  |  |  | 
|Pound Sterling / Canadian Dollars |  |              | (22.1    | ) |                  |  | 22.1    |              |  |  |             |  |  |                  | (35.6    | ) |              |  | 35.6    |  |  |  |  | 
|                                  |  |              |          |   |                  |  |         |              |  |  |              |  |  |                  |          |   |              |  |         |  |  |  |   | 
|                                  |  |              | (4,963.3 | ) |                  |  | 4,963.3 |              |  |  |             |  |  |                  | (4,138.8 | ) |              |  | 4,138.8 |  |  |  |  | 

In conformity with IAS 39, these instruments denominated in foreign currency are designated as cash flow
hedges.



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Foreign currency on operating activities sensitivity analysis

Net positions in foreign currencies are converted into the functional currency through the use of derivatives. Ambevs strategy is to
minimize open positions to the market, thereby reducing operational exposure to foreign currency fluctuations.

Foreign
exchange risk on net investments in foreign operations

Ambev enters into hedging activities to mitigate exposures related to
part of its investments in foreign operations. These derivatives have been appropriately classified as net investment hedges and recorded on the Statements of Comprehensive Income as gains and (losses) on translation of foreign operations
(gains/losses).

1.2) Interest rate risk

The Company applies a dynamic interest rate hedging approach whereby the target mix between fixed and floating rate debt is reviewed periodically. The purpose of Ambevs policy is to achieve an
optimal balance between cost of funding and profitability of financial results, while taking into account market conditions as well as Ambevs overall business strategy.

Ambev Bond Hedges (interest rate risk on borrowings in Brazilian Real)

In July
2007, Ambev issued a Brazilian Real bond (Bond 2017), of R$300.0, which bears interest at 9.5% and is repayable semi-annually with final maturity in July 2017.

Ambev entered into a fixed/floating interest rate swap to hedge the interest rate risk on the bond 2017. These derivative instruments have been designated in a fair value hedge accounting relationship.

Debt Securities Hedge (interest rate on debt securities in Brazilian Real)

During the period, Ambev invested in government (fixed income) bonds. These instruments are categorized as held for trading. The Company
also purchased interest rate futures contracts to compensate for exposure to real interest rate on the government bonds. Although both instruments are measured at fair value, with the changes recorded in the income statement, there is no hedge
accounting structure.

Interest rate sensitivity analysis

The table below shows the debt structure, before and after hedging, segregated by the currency in which the debt is denominated, as well
as the interest rates of the respective transactions.



|                        |  |               |      |   |              |  |         |               |  |  |              |   |  |               |         |  |        |  |      |               |  |  |         |  |  |  |      |   |  |  |         | 
|----------------------- |  | ------------- | ---- | - | ------------ |  | ------- | ------------- |  |  | ------------ | - |  | ------------- | ------- |  | ------ |  | ---- | ------------- |  |  | ------- |  |  |  | ---- | - |  |  | ------- | 
|                        |  | 2012          |      |   | 2011         | 
|                        |  | Pre - Hedge   |      |   | Post - Hedge |  |         | Pre - Hedge   |  |  | Post - Hedge |  
|                        |  | Interest rate |      |   | Amount       |  |         | Interest rate |  |  | Amount       |   |  | Interest rate |         |  | Amount |  |      | Interest rate |  |  | Amount  | 
|Brazilian Real          |  |               | 6.8  | % |              |  | 1,527.2 |               |  |  | 6.9          | % |  |               | 2,211.2 |  |        |  | 9.6  | %             |  |  | 2,552.2 |  |  |  | 9.8  | % |  |  | 3,096.7 | 
|American Dollar         |  |               | 2.5  | % |              |  | 650.0   |               |  |  | 3.4          | % |  |               | 280.0   |  |        |  | 1.8  | %             |  |  | 246.3   |  |  |  |     |   |  |  |        | 
|Dominican Peso          |  |               | 10.6 | % |              |  | 189.0   |               |  |  | 10.6         | % |  |               | 189.0   |  |        |  |     |               |  |  |        |  |  |  |     |   |  |  |        | 
|Interest rate postfixed |  |               |      |   |              |  | 2,366.2 |               |  |  |              |   |  |               | 2,680.2 |  |        |  |      |               |  |  | 2,798.5 |  |  |  |      |   |  |  | 3,096.7 | 
|                        |  |               |      |   |              |  |         |               |  |  |              |   |  |               |         |  |        |  |      |               |  |  |         |  |  |  |      |   |  |  |         | 
|Brazilian Real          |  |               | 6.6  | % |              |  | 695.2   |               |  |  | 5.3          | % |  |               | 381.2   |  |        |  | 10.1 | %             |  |  | 1,157.0 |  |  |  | 5.3  | % |  |  | 382.8   | 
|Canadian Dollar         |  |               |     |   |              |  |        |               |  |  |             |   |  |               |        |  |        |  |     |               |  |  |        |  |  |  | 5.6  | % |  |  | 476.1   | 
|Argentinean Peso        |  |               | 17.0 | % |              |  | 0.2     |               |  |  | 17.0         | % |  |               | 0.2     |  |        |  | 14.8 | %             |  |  | 3.3     |  |  |  | 14.8 | % |  |  | 3.3     | 
|Dominican Peso          |  |               | 12.0 | % |              |  | 33.1    |               |  |  | 12.0         | % |  |               | 33.1    |  |        |  |     |               |  |  |        |  |  |  |     |   |  |  |        | 
|Guatemalas Quetzal     |  |               |     |   |              |  |        |               |  |  |             |   |  |               |        |  |        |  | 6.8  | %             |  |  | 42.4    |  |  |  | 6.8  | % |  |  | 42.4    | 
|Peruvian Sol            |  |               |     |   |              |  |        |               |  |  |             |   |  |               |        |  |        |  | 6.5  | %             |  |  | 14.9    |  |  |  | 6.5  | % |  |  | 14.9    | 
|American Dollar         |  |               | 5.7  | % |              |  | 49.1    |               |  |  | 5.7          | % |  |               | 49.1    |  |        |  | 6.8  | %             |  |  | 98.5    |  |  |  | 6.8  | % |  |  | 98.5    | 
|Interest rate pre-set   |  |               |      |   |              |  | 777.6   |               |  |  |              |   |  |               | 463.6   |  |        |  |      |               |  |  | 1,316.1 |  |  |  |      |   |  |  | 1,018.0 | 



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To perform the sensitivity analysis, the company took into account that the greatest
possible impact on income / interest expense in the case of a short position in an interest rate futures contract is where the Referential Rate (TR) rises. Ambev estimated the possible loss, considering a scenario of variable interest
rates.

Applying the sensitivity analysis where all other variables remain constant, showed a fluctuation of 25% (adverse
scenario) in the interest rate up to December 31, 2012 would produce an increase of approximately R$46 million in interest expense and approximately R$177 million in interest income from cash investments, while a swing of 50% (remote scenario)
would present an increase of approximately R$91 million in expense and R$376 million in income.

1.3) Commodity Risk

A significant portion of Ambevs inputs comprises commodities, which historically have experienced substantial price
fluctuations. Ambev therefore uses both fixed price purchasing contracts and commodity derivatives to minimize exposure to commodity price volatility. The Company has important exposures to the following commodities: aluminum, sugar, wheat and corn.
These derivative instruments have been designated as cash flow hedges.



|             |  |               |          |   |                     |  |         |              |  |  |               |  |  |                     |          |   |              |  |         |  |  |  |   | 
|------------ |  | ------------- | -------- | - | ------------------- |  | ------- | ------------ |  |  | ------------- |  |  | ------------------- | -------- | - | ------------ |  | ------- |  |  |  | - | 
|             |  | 2012          |          |   | 2011                | 
|             |  | TotalExposure |          |   | Total deDerivatives |  |         | OpenPosition |  |  | TotalExposure |  |  | Total deDerivatives |          |   | OpenPosition | 
|Aluminum     |  |               | (667.6   | ) |                     |  | 667.6   |              |  |  |              |  |  |                     | (732.8   | ) |              |  | 732.8   |  |  |  |  | 
|Sugar        |  |               | (334.8   | ) |                     |  | 334.8   |              |  |  |              |  |  |                     | (192.3   | ) |              |  | 192.3   |  |  |  |  | 
|Wheat        |  |               | (249.9   | ) |                     |  | 249.9   |              |  |  |              |  |  |                     | (121.7   | ) |              |  | 121.7   |  |  |  |  | 
|Heating oil  |  |               | (29.7    | ) |                     |  | 29.7    |              |  |  |              |  |  |                     | (17.3    | ) |              |  | 17.3    |  |  |  |  | 
|Crude oil    |  |               | (20.4    | ) |                     |  | 20.4    |              |  |  |              |  |  |                     | (8.7     | ) |              |  | 8.7     |  |  |  |  | 
|Natural Gas  |  |               | (6.8     | ) |                     |  | 6.8     |              |  |  |              |  |  |                     |         |   |              |  |        |  |  |  |  | 
|Orange juice |  |               |         |   |                     |  |        |              |  |  |              |  |  |                     | (0.9     | ) |              |  | 0.9     |  |  |  |  | 
|Corn         |  |               | (319.9   | ) |                     |  | 319.9   |              |  |  |              |  |  |                     | (147.9   | ) |              |  | 147.9   |  |  |  |  | 
|Total        |  |               | (1,629.1 | ) |                     |  | 1,629.1 |              |  |  |              |  |  |                     | (1,221.6 | ) |              |  | 1,221.6 |  |  |  |  | 

Commodity sensitivity analysis

Due to the volatility of commodities prices, Ambev uses fixed price future contracts and derivatives instruments to minimize exposure to
market movements that could affect income.

The table below shows the estimated impact on Equity from fluctuations in
commodities prices. Hedge operations for transactions which may impact Equity will generate results inversely proportional to the impact on the acquisition cost of commodities.



|             |  |                      |        |   |                     |  |        |                      |  |  |                     |   |  |  |        |  
|------------ |  | -------------------- | ------ | - | ------------------- |  | ------ | -------------------- |  |  | ------------------- | - |  |  | ------ | -
|             |  | Impact on Equity     |       
|             |  | 2012                 |        |   | 2011                | 
|             |  | Adverse scenario 25% |        |   | Remote scenario 50% |  |        | Adverse scenario 25% |  |  | Remote scenario 50% |  
|Aluminum     |  |                      | (165.0 | ) |                     |  | (330.2 | )                    |  |  | (158.3              | ) |  |  | (316.6 | )
|Sugar        |  |                      | (83.7  | ) |                     |  | (167.3 | )                    |  |  | (48.1               | ) |  |  | (96.2  | )
|Wheat        |  |                      | (62.5  | ) |                     |  | (125.0 | )                    |  |  | (57.1               | ) |  |  | (114.3 | )
|Heating oil  |  |                      | (7.2   | ) |                     |  | (14.5  | )                    |  |  | (2.3                | ) |  |  | (4.6   | )
|Crude oil    |  |                      | (5.1   | ) |                     |  | (10.2  | )                    |  |  | (2.2                | ) |  |  | (4.4   | )
|Natural Gas  |  |                      | (1.6   | ) |                     |  | (3.2   | )                    |  |  |                    |   |  |  |       |  
|Orange juice |  |                      |       |   |                     |  |       |                      |  |  | (0.2                | ) |  |  | (0.5   | )
|Corn         |  |                      | (80.0  | ) |                     |  | (160.0 | )                    |  |  | (34.0               | ) |  |  | (67.7  | )
|Total        |  |                      | (405.1 | ) |                     |  | (810.4 | )                    |  |  | (302.2              | ) |  |  | (604.3 | )



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##### Table of Contents

1.4) Credit Risk

Concentration of credit risk on trade receivables

A substantial part of
the Companys sales is made to distributors, supermarkets and retailers, within a broad distribution network. Credit risk is reduced because of the widespread number of customers and control procedures used to monitor risk. Historically, the
Company has not experienced significant losses on receivables from customers.

Concentration of credit risk on counterpart

In order to minimize the credit risk of its investments, the Company has adopted procedures for the allocation of cash and
investments, taking into consideration limits and credit analysis of financial institutions, avoiding credit concentration, i.e., the credit risk is monitored and minimized to the extent that negotiations are carried out only with a select group of
highly rated counterparties.

The selection process of financial institutions authorized to operate as the Companys
counterparties is set forth in our credit risk policy. This policy establishes maximum limits of exposure to each counterparty based on the risk rating and on each counterpartys capitalization.

In order to minimize the risk of credit with its counterparties on significant derivative transactions, the Company has adopted bilateral
trigger clauses. According to these clauses, where the fair value of an operation exceeds a percentage of its notional value (generally between 10% and 15%), the debtor settles the difference in favor of the creditor.

As of December 31, 2012, the Company held its main short-term investments with the following financial institutions: Banco do
Brasil, BNP Paribas, Bradesco, Merrill Lynch, Morgan Stanley, Deutsche Bank, Itaú-Unibanco, Citibank, TorontoDominion Bank, ING, JP Morgan Chase, Banco Patagonia and Santander. The Company had derivatives agreements with the following
financial institutions: Barclays, Bradesco, Citibank, Merril Lynch, Morgan Stanley, Deutsche Bank, Itaú-Unibanco, JP Morgan Chase, Santander, ScotiaBank, Société Générale, Standard Bank and TD Securities.

The carrying amount of financial assets represents the maximum exposure to credit risk. The carrying amount of cash and cash
equivalents, investment securities, trade and other receivables excluding prepaid expenses, taxes receivable and derivative financial instruments are disclosed net of provisions for impairment and represents the maximum exposure of credit risk as of
December 31, 2012. There was no concentration of credit risk with any counterparties as of December 31, 2012.

1.5)
Liquidity risk

The Company believes that cash flows from operating activities, cash and cash equivalents and short-term
investments, together with the derivative instruments and access to loan facilities are sufficient to finance capital expenditures, financial liabilities and dividend payments in the future.



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The contractual maturities of non-derivative financial liabilities including interest
payments and derivative financial assets and liabilities are as follows:



|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |         |   |                  |  |         |   |  |  |       | 
|------------------------------------------ |  | -------------- | -------- | - | -------------------- |  | -------- | ---------------- |  |  | --------- | - |  | --------- | ------- | - | ---------------- |  | ------- | - |  |  | ----- | 
|                                           |  | 2012           |         
|Non derivatives financial liabilities      |  | Carryingamount |          |   | Contractualcash flow |  |          | Less than 1 year |  |  | 1-2 years |   |  | 2-5 years |         |   | More than 5years | 
|Secured bank loans                         |  |                | 309.0    |   |                      |  | 329.2    |                  |  |  | 72.5      |   |  |           | 102.8   |   |                  |  | 106.7   |   |  |  | 47.2  | 
|Unsecured bank loans                       |  |                | 2,216.2  |   |                      |  | 2,534.1  |                  |  |  | 890.3     |   |  |           | 713.0   |   |                  |  | 913.5   |   |  |  | 17.3  | 
|Unsecured bond loans                       |  |                | 429.7    |   |                      |  | 689.7    |                  |  |  | 129.9     |   |  |           | 81.6    |   |                  |  | 478.2   |   |  |  |      | 
|Unsecured other loans                      |  |                | 168.7    |   |                      |  | 272.7    |                  |  |  | 17.4      |   |  |           | 34.9    |   |                  |  | 64.2    |   |  |  | 156.2 | 
|Finance leasing liabilities                |  |                | 20.2     |   |                      |  | 24.2     |                  |  |  | 2.7       |   |  |           | 3.7     |   |                  |  | 12.4    |   |  |  | 5.4   | 
|Bank overdraft                             |  |                | 0.1      |   |                      |  | 0.1      |                  |  |  | 0.1       |   |  |           |        |   |                  |  |        |   |  |  |      | 
|Trade and other payable                    |  |                | 6,878.6  |   |                      |  | 6,878.7  |                  |  |  | 6,723.9   |   |  |           | 154.8   |   |                  |  |        |   |  |  |      | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |         |   |                  |  |         |   |  |  |       | 
|Total                                      |  |                | 10,022.5 |   |                      |  | 10,728.7 |                  |  |  | 7,836.8   |   |  |           | 1,090.8 |   |                  |  | 1,575.0 |   |  |  | 226.1 | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |         |   |                  |  |         |   |  |  |       | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |         |   |                  |  |         |   |  |  |       | 
|Derivatives financial assets / liabilities |  | Carryingamount |          |   | Contractualcash flow |  |          | Less than 1 year |  |  | 1-2 years |   |  | 2-5 years |         |   | More than 5years | 
|Interest rate derivatives                  |  |                | 20.7     |   |                      |  | 20.7     |                  |  |  |          |   |  |           |        |   |                  |  | 20.7    |   |  |  |      | 
|Foreign exchange derivatives               |  |                | (413.8   | ) |                      |  | (413.8   | )                |  |  | (413.7    | ) |  |           |        |   |                  |  | (0.1    | ) |  |  |      | 
|Interest rate and FX derivatives           |  |                | (206.9   | ) |                      |  | (206.9   | )                |  |  | (213.9    | ) |  |           |        |   |                  |  | 7.0     |   |  |  |      | 
|Commodity derivatives                      |  |                | (84.7    | ) |                      |  | (84.7    | )                |  |  | (83.9     | ) |  |           | (0.8    | ) |                  |  |        |   |  |  |      | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |         |   |                  |  |         |   |  |  |       | 
|Total                                      |  |                | (684.7   | ) |                      |  | (684.7   | )                |  |  | (711.5    | ) |  |           | (0.8    | ) |                  |  | 27.6    |   |  |  |      | 



|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |        |   |                  |  |         |   |  |  |       | 
|------------------------------------------ |  | -------------- | -------- | - | -------------------- |  | -------- | ---------------- |  |  | --------- | - |  | --------- | ------ | - | ---------------- |  | ------- | - |  |  | ----- | 
|                                           |  | 2011           |         
|Non derivatives financial liabilities      |  | Carryingamount |          |   | Contractualcash flow |  |          | Less than 1 year |  |  | 1-2 years |   |  | 2-5 years |        |   | More than 5years | 
|Secured bank loans                         |  |                | 240.9    |   |                      |  | 264.4    |                  |  |  | 70.7      |   |  |           | 61.5   |   |                  |  | 120.3   |   |  |  | 11.9  | 
|Unsecured bank loans                       |  |                | 2,171.2  |   |                      |  | 2,474.3  |                  |  |  | 1,042.5   |   |  |           | 580.4  |   |                  |  | 848.2   |   |  |  | 3.2   | 
|Unsecured bond loans                       |  |                | 1,546.2  |   |                      |  | 1,757.9  |                  |  |  | 1,315.4   |   |  |           | 28.5   |   |                  |  | 85.5    |   |  |  | 328.5 | 
|Unsecured other loans                      |  |                | 135.5    |   |                      |  | 222.6    |                  |  |  | 8.5       |   |  |           | 31.4   |   |                  |  | 59.4    |   |  |  | 123.3 | 
|Finance leasing liabilities                |  |                | 8.6      |   |                      |  | 9.9      |                  |  |  | 9.0       |   |  |           | 0.5    |   |                  |  | 0.4     |   |  |  |      | 
|Bank overdraft                             |  |                | 12.3     |   |                      |  | 12.3     |                  |  |  | 12.3      |   |  |           |       |   |                  |  |        |   |  |  |      | 
|Trade and other payable                    |  |                | 6,436.7  |   |                      |  | 6,436.7  |                  |  |  | 6,264.1   |   |  |           | 172.6  |   |                  |  |        |   |  |  |      | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |        |   |                  |  |         |   |  |  |       | 
|Total                                      |  |                | 10,551.4 |   |                      |  | 11,178.1 |                  |  |  | 8,722.5   |   |  |           | 874.9  |   |                  |  | 1,113.8 |   |  |  | 466.9 | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |        |   |                  |  |         |   |  |  |       | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |        |   |                  |  |         |   |  |  |       | 
|Derivatives financial assets / liabilities |  | Carryingamount |          |   | Contractualcash flow |  |          | Less than 1 year |  |  | 1-2 years |   |  | 2-5 years |        |   | More than 5years | 
|Interest rate derivatives                  |  |                | 14.3     |   |                      |  | 14.5     |                  |  |  | (0.4      | ) |  |           | (0.1   | ) |                  |  | (0.2    | ) |  |  | 15.2  | 
|Foreign exchange derivatives               |  |                | (37.3    | ) |                      |  | (13.8    | )                |  |  | (13.3     | ) |  |           | (0.5   | ) |                  |  |        |   |  |  |      | 
|Interest rate and FX derivatives           |  |                | (209.6   | ) |                      |  | (209.6   | )                |  |  | 2.0       |   |  |           | (211.6 | ) |                  |  |        |   |  |  |      | 
|Commodity derivatives                      |  |                | (118.6   | ) |                      |  | (118.3   | )                |  |  | (91.8     | ) |  |           | (26.5  | ) |                  |  |        |   |  |  |      | 
|                                           |  |                |          |   |                      |  |          |                  |  |  |           |   |  |           |        |   |                  |  |         |   |  |  |       | 
|Total                                      |  |                | (351.2   | ) |                      |  | (327.2   | )                |  |  | (103.5    | ) |  |           | (238.7 | ) |                  |  | (0.2    | ) |  |  | 15.2  | 



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##### Table of Contents

2) Financial instruments:

Management of these instruments is effected through operational strategies and internal controls to assure liquidity, profitability and
transaction security. Financial instruments transactions are regularly reviewed for the effectiveness of the risk exposure that management intends to cover (foreign exchange, interest rate etc.).

Transactions involving financial instruments, segregated by category, are recognized in the financial statements, as below:



|                                                                            |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|--------------------------------------------------------------------------- |  | -------------------- | -------- |  | ------------------------------------------------- |  | ----- | -------------------- |  |  | --------------- |  |  | ----------------- | ---- |  | ----- |  | ----- |  |  |  | -------- | 
|                                                                            |  | Loans andreceivables |          |  | Financial assetat fair valuethrough profitor loss |  |       | Derivativesfor hedge |  |  | Held fortrading |  |  | Available forsale |      |  | Total | 
|December 31, 2012                                                           |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|Assets due to Balance sheet                                                 |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|Cash and cash equivalents                                                   |  |                      | 8,926.2  |  |                                                   |  |      |                      |  |  |                |  |  |                   |     |  |       |  |      |  |  |  | 8,926.2  | 
|Investment securities                                                       |  |                      |         |  |                                                   |  | 291.2 |                      |  |  |                |  |  |                   | 61.4 |  |       |  | 373.4 |  |  |  | 726.0    | 
|Trade and other receivables excluding prepaid expenses and taxes receivable |  |                      | 4,037.1  |  |                                                   |  |      |                      |  |  |                |  |  |                   |     |  |       |  |      |  |  |  | 4,037.1  | 
|Financial instruments derivatives                                           |  |                      |         |  |                                                   |  | 200.1 |                      |  |  | 171.0           |  |  |                   |     |  |       |  |      |  |  |  | 371.1    | 
|                                                                            |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|Total                                                                       |  |                      | 12,963.3 |  |                                                   |  | 491.3 |                      |  |  | 171.0           |  |  |                   | 61.4 |  |       |  | 373.4 |  |  |  | 14,060.4 | 



|                                                                            |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|--------------------------------------------------------------------------- |  | -------------------- | -------- |  | ------------------------------------------------- |  | ----- | -------------------- |  |  | --------------- |  |  | ----------------- | ---- |  | ----- |  | ----- |  |  |  | -------- | 
|                                                                            |  | Loans andreceivables |          |  | Financial assetat fair valuethrough profitor loss |  |       | Derivativesfor hedge |  |  | Held fortrading |  |  | Available forsale |      |  | Total | 
|December 31, 2011                                                           |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|Assets due to Balance sheet                                                 |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|Cash and cash equivalents                                                   |  |                      | 8,076.2  |  |                                                   |  |      |                      |  |  |                |  |  |                   |     |  |       |  |      |  |  |  | 8,076.2  | 
|Investment securities                                                       |  |                      |         |  |                                                   |  | 193.4 |                      |  |  |                |  |  |                   | 76.3 |  |       |  | 165.8 |  |  |  | 435.5    | 
|Trade and other receivables excluding prepaid expenses and taxes receivable |  |                      | 2,922.0  |  |                                                   |  |      |                      |  |  |                |  |  |                   |     |  |       |  |      |  |  |  | 2,922.0  | 
|Financial instruments derivatives                                           |  |                      |         |  |                                                   |  | 166.5 |                      |  |  | 347.0           |  |  |                   |     |  |       |  |      |  |  |  | 513.5    | 
|Assets held for sale                                                        |  |                      |         |  |                                                   |  |      |                      |  |  |                |  |  |                   |     |  |       |  | 0.4   |  |  |  | 0.4      | 
|                                                                            |  |                      |          |  |                                                   |  |       |                      |  |  |                 |  |  |                   |      |  |       |  |       |  |  |  |          | 
|Total                                                                       |  |                      | 10,998.2 |  |                                                   |  | 359.9 |                      |  |  | 347.0           |  |  |                   | 76.3 |  |       |  | 166.2 |  |  |  | 11,947.6 | 



|                                                |  |                                            |          |  |                                                          |  |         |                  |  |  |       |  |  |  |          | 
|----------------------------------------------- |  | ------------------------------------------ | -------- |  | -------------------------------------------------------- |  | ------- | ---------------- |  |  | ----- |  |  |  | -------- | 
|                                                |  | Financialliabilities throughamortized cost |          |  | Financialliabilities at fairvalue throughprofit and loss |  |         | Derivativeshedge |  |  | Total | 
|December 31, 2012                               |  |                                            |          |  |                                                          |  |         |                  |  |  |       |  |  |  |          | 
|Liabilities due to Balance sheet                |  |                                            |          |  |                                                          |  |         |                  |  |  |       |  |  |  |          | 
|Trade and other payables excluding tax payables |  |                                            | 11,155.9 |  |                                                          |  | 2,125.8 |                  |  |  |      |  |  |  | 13,281.7 | 
|Financial instruments derivatives               |  |                                            |         |  |                                                          |  | 686.7   |                  |  |  | 369.1 |  |  |  | 1,055.8  | 
|Interest-bearning loans and borrowings          |  |                                            | 3,143.7  |  |                                                          |  |        |                  |  |  |      |  |  |  | 3,143.7  | 
|                                                |  |                                            |          |  |                                                          |  |         |                  |  |  |       |  |  |  |          | 
|Total                                           |  |                                            | 14,299.6 |  |                                                          |  | 2,812.5 |                  |  |  | 369.1 |  |  |  | 17,481.2 | 



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##### Table of Contents

|                                                |  |                                            |          |  |                                                          |  |       |                  |  |  |       |  |  |  |          | 
|----------------------------------------------- |  | ------------------------------------------ | -------- |  | -------------------------------------------------------- |  | ----- | ---------------- |  |  | ----- |  |  |  | -------- | 
|                                                |  | Financialliabilities throughamortized cost |          |  | Financialliabilities at fairvalue throughprofit and loss |  |       | Derivativeshedge |  |  | Total | 
|December 31, 2011                               |  |                                            |          |  |                                                          |  |       |                  |  |  |       |  |  |  |          | 
|Liabilities due to Balance sheet                |  |                                            |          |  |                                                          |  |       |                  |  |  |       |  |  |  |          | 
|Trade and other payables excluding tax payables |  |                                            | 9,522.4  |  |                                                          |  |      |                  |  |  |      |  |  |  | 9,522.4  | 
|Financial instruments derivatives               |  |                                            |         |  |                                                          |  | 560.0 |                  |  |  | 304.5 |  |  |  | 864.5    | 
|Interest-bearning loans and borrowings          |  |                                            | 4,102.3  |  |                                                          |  |      |                  |  |  |      |  |  |  | 4,102.3  | 
|                                                |  |                                            |          |  |                                                          |  |       |                  |  |  |       |  |  |  |          | 
|Total                                           |  |                                            | 13,624.7 |  |                                                          |  | 560.0 |                  |  |  | 304.5 |  |  |  | 14,489.2 | 

Classification of financial instruments by type of fair value measurement

Pursuant to IFRS 7, the classification of fair value of the instruments held on December 31, 2012 is shown below:



|                                                                |  |         |       |  |         |  |       |         |  |  |         |  |  |         |         |  |         |  |       |         |  |  |       |  |  |  |   |  |  |  |       | 
|--------------------------------------------------------------- |  | ------- | ----- |  | ------- |  | ----- | ------- |  |  | ------- |  |  | ------- | ------- |  | ------- |  | ----- | ------- |  |  | ----- |  |  |  | - |  |  |  | ----- | 
|                                                                |  | 2012    |       |  | 2011    | 
|                                                                |  | Level 1 |       |  | Level 2 |  |       | Level 3 |  |  | Total   |  |  | Level 1 |         |  | Level 2 |  |       | Level 3 |  |  | Total | 
|Financial assets                                                |  |         |       |  |         |  |       |         |  |  |         |  |  |         |         |  |         |  |       |         |  |  |       |  |  |  |   |  |  |  |       | 
|Financial asset at fair value through profit or loss            |  |         | 325.1 |  |         |  | 166.2 |         |  |  |        |  |  |         | 491.3   |  |         |  | 79.0  |         |  |  | 280.9 |  |  |  |  |  |  |  | 359.9 | 
|Derivatives  cash flow hedge                                   |  |         | 32.8  |  |         |  | 67.2  |         |  |  |        |  |  |         | 100.0   |  |         |  | 21.8  |         |  |  | 293.7 |  |  |  |  |  |  |  | 315.5 | 
|Derivatives  fair value hedge                                  |  |         |      |  |         |  | 20.8  |         |  |  |        |  |  |         | 20.8    |  |         |  |      |         |  |  | 15.3  |  |  |  |  |  |  |  | 15.3  | 
|Derivatives  investment hedge                                  |  |         | 31.6  |  |         |  | 18.6  |         |  |  |        |  |  |         | 50.2    |  |         |  | 16.2  |         |  |  |      |  |  |  |  |  |  |  | 16.2  | 
|                                                                |  |         |       |  |         |  |       |         |  |  |         |  |  |         |         |  |         |  |       |         |  |  |       |  |  |  |   |  |  |  |       | 
|                                                                |  |         | 389.5 |  |         |  | 272.8 |         |  |  |        |  |  |         | 662.3   |  |         |  | 117.0 |         |  |  | 589.9 |  |  |  |  |  |  |  | 706.9 | 
|                                                                |  |         |       |  |         |  |       |         |  |  |         |  |  |         |         |  |         |  |       |         |  |  |       |  |  |  |   |  |  |  |       | 
|Financial liabilities                                           |  |         |       |  |         |  |       |         |  |  |         |  |  |         |         |  |         |  |       |         |  |  |       |  |  |  |   |  |  |  |       | 
|Financial liabilities at fair value through profit and loss (i) |  |         | 40.0  |  |         |  | 646.7 |         |  |  | 2,125.8 |  |  |         | 2,812.5 |  |         |  | 49.1  |         |  |  | 510.9 |  |  |  |  |  |  |  | 560.0 | 
|Derivatives  cash flow hedge                                   |  |         | 87.7  |  |         |  | 156.7 |         |  |  |        |  |  |         | 244.4   |  |         |  | 94.3  |         |  |  | 203.5 |  |  |  |  |  |  |  | 297.8 | 
|Derivatives  investment hedge                                  |  |         | 23.5  |  |         |  | 101.1 |         |  |  |        |  |  |         | 124.6   |  |         |  | 6.7   |         |  |  |      |  |  |  |  |  |  |  | 6.7   | 
|                                                                |  |         |       |  |         |  |       |         |  |  |         |  |  |         |         |  |         |  |       |         |  |  |       |  |  |  |   |  |  |  |       | 
|                                                                |  |         | 151.2 |  |         |  | 904.5 |         |  |  | 2,125.8 |  |  |         | 3,181.5 |  |         |  | 150.1 |         |  |  | 714.4 |  |  |  |  |  |  |  | 864.5 | 



|(i) | As part of the shareholders agreement between the Ambev and ELJ, a sale option ( put) and the purchase ( call) was issued,
which may result in an acquisition by Ambev the remaining shares of CND. On 31 December 2012 the option of sale held by ELJ is valued at approximately R$2.1 billion and liabilities was recorded with counterpart in net worth in accordance with
the IFRS 3/CPC 15 and categorized as Level 3. No value has been assigned the purchase option held by the Ambevsee note 31. The fair value of this consideration deferred was calculated by using standard techniques of exploitation
(present value of the principal amount and interest rate futures, discounted by the market rate). The criteria used are based on market information and from reliable sources.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Level 1  valuation at quoted prices (unadjusted) in active markets;

Level 2  other data besides those quoted in an active market (Level 1) that may precify the obligations and rights directly (e.g.,
active market prices) or indirectly (e.g., valuation techniques that use data derived from active markets); and,

Level 3
 valuation inputs that are not based on observable market data (unobservable inputs).

2.1) Derivative instruments

To meet its objectives, the Company and its subsidiaries use currency, interest, and commodity derivative instruments.
Derivative instruments authorized by the risk policy are futures contracts traded on exchanges,



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##### Table of Contents

deliverable forwards, non-deliverable forwards, swaps and purchase options. At December 31, 2012, the Company and its subsidiaries had no target forward operations, swaps with currency
verification or any other derivative operations representing a risk level above the nominal value of the hedged item. The derivative operations are classified by strategy according to their purpose, as follows:

i) Financial hedge operations contracted with the purpose of mitigating the Companys net indebtedness against foreign
exchange and interest rate risk. Derivative used to protect the risks related to Bond 2017 was designated as Fair value hedge instrument, and their results, measured according to their fair value, are recognized in each year in financial results.
Following the business combination between the Company and Cervecería Nacional Dominicana (CND), some US denominated loans previously held by CND, in the amount of R$282.9, continued to be US denominated until December 31, 2012.

ii) Operational hedge operations contracted with the purpose of reducing the Companys exposure, net of
taxes, to the volatility of foreign exchange rates and raw material prices and commitments for investments, equipment and services to be acquired. All such derivatives are classified as cash flow hedge instruments. Thus, the net results of such
operations calculated at fair value, are recorded in equity accounts until recognition of the hedged item, when the accumulated results are recycled to the appropriate income statement account.

iii) Fiscal hedge operations contracted with the purpose of minimizing the Brazilian fiscal impact related to the foreign
exchange gains/losses on transactions between the Company and its subsidiaries abroad.

In order to offset the tax effect on
unmatched exposures, the Company contracted derivative instruments (futures contracts), the results of which are measured at fair value and recognized on an accrual basis within income tax expense of each period.

iv) Net investment hedge- transactions entered into in order to minimize exposure of the exchange differences arising from
translation of net investment in the Companys subsidiaries located abroad for translation account balance.

Part of the
effective hedge is allocated to equity and the ineffectiveness part is recorded directly in financial results.



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##### Table of Contents

As of December 31, 2012 and December 31, 2011, the contracted amounts of these
instruments and their respective fair values, as well as the cumulative effects in each period, are detailed in the table below:



|                            |  |                                  |          |              |          |   |            |   |          |        |       |  |             |  |          |        |        |   |             |  |       |  |        |   |        |  
|--------------------------- |  | -------------------------------- | -------- | ------------ | -------- | - | ---------- | - | -------- | ------ | ----- |  | ----------- |  | -------- | ------ | ------ | - | ----------- |  | ----- |  | ------ | - | ------ | -
|Purpose / Risk /Instruments |  |                                  |          | Notional (i) |          |   | Fair value |  
|                            |  |                                  |          | 2012         |          |   | 2011       |   |          | 2012   |       |  | 2011        | 
|                            |  |                                  |          |              |          |   |            |   |          | Assets |       |  | Liabilities |  |          | Assets |        |   | Liabilities | 
|Foreign currency            |  | Future contracts (ii)            |          |              | 3,274.1  |   |            |   | 1,478.2  |        |       |  | 4.4         |  |          |        | (16.4  | ) |             |  | 2.1   |  |        |   | (10.1  | )
|Foreign currency            |  | Non Deliverable Forwards         |          |              | 1,225.9  |   |            |   | 2,255.8  |        |       |  | 10.5        |  |          |        | (51.4  | ) |             |  | 70.7  |  |        |   | (20.9  | )
|Foreign currency            |  | Deliverable Forwards             |          |              | 463.3    |   |            |   | 404.6    |        |       |  |            |  |          |        | (4.1   | ) |             |  | 1.8   |  |        |   | (0.1   | )
|Commodity                   |  | Future contracts (ii)            |          |              | 933.8    |   |            |   | 500.4    |        |       |  | 76.9        |  |          |        | (107.9 | ) |             |  | 67.3  |  |        |   | (102.7 | )
|Commodity                   |  | Swaps                            |          |              | 695.3    |   |            |   | 708.1    |        |       |  | 41.0        |  |          |        | (92.2  | ) |             |  | 93.6  |  |        |   | (175.4 | )
|Operational hedge           |  |                                  | 6,592.4  |              |          |   | 5,347.1    |   |          |        | 132.8 |  |             |  | (272.0   | )      |        |   | 235.5       |  |       |  | (309.2 | )
|Foreign currency            |  | Future contracts (ii)            |          |              | (664.2   | ) |            |   | (407.6   | )      |       |  | 14.0        |  |          |        | (14.7  | ) |             |  | 39.8  |  |        |   | (39.6  | )
|Foreign currency            |  | Swaps                            |          |              | 239.1    |   |            |   | (8.3     | )      |       |  | 21.7        |  |          |        | (180.7 | ) |             |  |      |  |        |   | (207.5 | )
|Foreign currency            |  | Non Deliverable Forwards         |          |              | 1,351.3  |   |            |   | 527.6    |        |       |  | 19.8        |  |          |        | (10.5  | ) |             |  | 199.6 |  |        |   | (25.6  | )
|Interest rates              |  | Future contracts (ii)            |          |              | (400.0   | ) |            |   | 134.0    |        |       |  | 0.2         |  |          |        | (0.4   | ) |             |  | 0.2   |  |        |   | (0.5   | )
|Interest rates              |  | Swaps                            |          |              | 300.0    |   |            |   | 483.6    |        |       |  | 20.8        |  |          |        |       |   |             |  | 15.3  |  |        |   | (0.4   | )
|Financial hedge             |  |                                  | 826.2    |              |          |   | 729.3      |   |          |        | 76.5  |  |             |  | (206.3   | )      |        |   | 254.9       |  |       |  | (273.6 | )
|Foreign currency            |  | Future contracts (ii)            |          |              | (4.0     | ) |            |   | 32.1     |        |       |  | 6.0         |  |          |        | (6.0   | ) |             |  | 1.1   |  |        |   | (1.2   | )
|Foreign currency            |  | Swaps / Non Deliverable Forwards |          |              | (2,182.5 | ) |            |   | (2,626.1 | )      |       |  | 105.5       |  |          |        | (446.9 | ) |             |  | 5.8   |  |        |   | (273.8 | )
|Fiscal hedge                |  |                                  | (2,186.5 | )            |          |   | (2,594.0   | ) |          |        | 111.5 |  |             |  | (452.9   | )      |        |   | 6.9         |  |       |  | (275.0 | )
|Foreign currency            |  | Future contracts (ii)            |          |              | (2,462.8 | ) |            |   | (2,460.5 | )      |       |  | 31.6        |  |          |        | (23.5  | ) |             |  | 16.2  |  |        |   | (6.7   | )
|Foreign currency            |  | Non Deliverable Forwards         |          |              |         |   |            |   |         |        |       |  | 18.6        |  |          |        | (101.1 | ) |             |  |      |  |        |   |       |  
|Investment hedge            |  |                                  | (2,462.8 | )            |          |   | (2,460.5   | ) |          |        | 50.2  |  |             |  | (124.6   | )      |        |   | 16.2        |  |       |  | (6.7   | )
|                            |  |                                  |          |              |          |   |            |   |          |        |       |  |             |  |          |        |        |   |             |  |       |  |        |   |        |  
|Total Derivatives           |  |                                  | 2,769.3  |              |          |   | 1,021.9    |   |          |        | 371.0 |  |             |  | (1,055.8 | )      |        |   | 513.5       |  |       |  | (864.5 | )



|(i) | The negative positions refer to long positions and the positive positions refer to short positions.
|--- | ---------------------------------------------------------------------------------------------------

|(ii) | The future contracts are traded on organized futures exchanges, while other derivative financial instruments are negotiated directly with financial
institutions.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

The Company recorded gains and losses on derivative financial instruments in period ended
December 31, 2012, 2011 and 2010 as below:



|                             |  |                                 |       |              |        |      |        |   |        |   |        |   |        |  
|---------------------------- |  | ------------------------------- | ----- | ------------ | ------ | ---- | ------ | - | ------ | - | ------ | - | ------ | -
|Purpose / Risk / Instruments |  |                                 |       | Result (iii) |       
|                             |  |                                 | 2012  |              |        | 2011 |        |   | 2010   |  
|Foreign currency             |  | Future contracts                |       |              | 462.8  |      |        |   | 93.6   |   |        |   | (65.7  | )
|Foreign currency             |  | Option to acquire               |       |              | 43.9   |      |        |   |       |   |        |   | 0.1    |  
|Foreign currency             |  | Non Deliverable Forwards        |       |              | 13.2   |      |        |   | 263.6  |   |        |   | 8.9    |  
|Foreign currency             |  | Deliverable Forwards            |       |              | 21.5   |      |        |   | (20.4  | ) |        |   | 2.9    |  
|Commodity                    |  | Future contracts                |       |              | 1.5    |      |        |   | (41.1  | ) |        |   | 100.5  |  
|Commodity                    |  | Swaps                           |       |              | (54.1  | )    |        |   | (110.1 | ) |        |   | 27.1   |  
|Operational hedge            |  |                                 | 488.8 |              |        |      | 185.6  |   |        |   | 73.8   |  
|Foreign currency             |  | Future contracts                |       |              | 64.1   |      |        |   | 70.8   |   |        |   | (11.3  | )
|Foreign currency             |  | Purchase options                |       |              |       |      |        |   |       |   |        |   | (28.9  | )
|Foreign currency             |  | Option to acquire               |       |              | (38.4  | )    |        |   |       |   |        |   |       |  
|Foreign currency             |  | Swaps                           |       |              | (15.7  | )    |        |   | (29.3  | ) |        |   | (276.9 | )
|Foreign currency             |  | Non Deliverable Forwards        |       |              | (39.6  | )    |        |   | (30.9  | ) |        |   | 122.3  |  
|Interest rates               |  | Future contracts                |       |              | (31.7  | )    |        |   | 47.7   |   |        |   | (12.2  | )
|Interest rates               |  | Swaps                           |       |              | 34.1   |      |        |   | (6.6   | ) |        |   | 27.6   |  
|Financial hedge              |  |                                 | (27.2 | )            |        |      | 51.7   |   |        |   | (179.4 | )
|Foreign currency             |  | Future contracts                |       |              | 3.1    |      |        |   | (221.2 | ) |        |   | (12.0  | )
|Foreign currency             |  | Swaps /Non Deliverable Forwards |       |              | 69.5   |      |        |   | (152.4 | ) |        |   | 74.7   |  
|Fiscal hedge                 |  |                                 | 72.6  |              |        |      | (373.6 | ) |        |   | 62.7   |  
|Foreign currency             |  | Future contracts                |       |              | (172.8 | )    |        |   | (280.4 | ) |        |   | 7.8    |  
|Foreign currency             |  | Non Deliverable Forwards        |       |              | (101.7 | )    |        |   |       |   |        |   |       |  
|                             |  |                                 |       |              | (274.5 | )    |        |   | (280.4 | ) |        |   | 7.8    |  
|                             |  |                                 |       |              |        |      |        |   |        |   |        |   |        |  
|Total Derivatives            |  |                                 | 259.7 |              |        |      | (416.7 | ) |        |   | (35.1  | )



|(iii) | The result of R$488.8 related to hedge operations was recognized in equity (Hedge reserves) as the result of net investment hedge in an amount of
R$(274.5) which was allocated as income (losses) on translation of subsidiaries operations as presented in Other comprehensive income.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The effect of R$72.6 related to derivatives designated as Fiscal hedges, was recognized in the income tax and social contribution.

The result of the financial hedging of R$(27.2) was fully recorded in the financial results.



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##### Table of Contents

As of December 31, 2012, the Notional and Fair Value amounts per instrument/ maturity were
as follows:



|                             |  |                                  |          |          |          |   |      |  |      |      |      |  |        |   |        |       |        |   |       |  |       |  |          |   |          |  
|---------------------------- |  | -------------------------------- | -------- | -------- | -------- | - | ---- |  | ---- | ---- | ---- |  | ------ | - | ------ | ----- | ------ | - | ----- |  | ----- |  | -------- | - | -------- | -
|Purpose / Risk / Instruments |  |                                  |          | Notional |         
|                             |  |                                  |          | 2013     |          |   | 2014 |  |      | 2015 |      |  | 2016   |   |        | >2016 |        |   | Total | 
|Foreign currency             |  | Future contracts (i)             |          |          | 3,274.1  |   |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | 3,274.1  |  
|Foreign currency             |  | Option to acquire                |          |          |         |   |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   |         |  
|Foreign currency             |  | Non Deliverable Forwards         |          |          | 1,225.9  |   |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | 1,225.9  |  
|Foreign currency             |  | Deliverable Forwards             |          |          | 463.3    |   |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | 463.3    |  
|Commodity                    |  | Future contracts (i)             |          |          | 858.6    |   |      |  | 75.2 |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | 933.8    |  
|Commodity                    |  | Swaps                            |          |          | 688.5    |   |      |  | 6.8  |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | 695.3    |  
|Operational hedge            |  |                                  | 6,510.4  |          |          |   | 82.0 |  |      |      |     |  |        |   |       |       |        |   |      |  |       |  | 6,592.4  |  
|Foreign currency             |  | Future contracts (i)             |          |          | (664.2   | ) |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | (664.2   | )
|Foreign currency             |  | Swaps                            |          |          | (12.9    | ) |      |  |     |      |      |  | 252.0  |   |        |       |       |   |       |  |      |  |          |   | 239.1    |  
|Foreign currency             |  | Non Deliverable Forwards         |          |          | 1,351.3  |   |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | 1,351.3  |  
|Interest rates               |  | Future contracts (i)             |          |          |         |   |      |  |     |      |      |  | (170.0 | ) |        |       | (230.0 | ) |       |  |      |  |          |   | (400.0   | )
|Interest rates               |  | Swaps                            |          |          |         |   |      |  |     |      |      |  |       |   |        |       |       |   |       |  | 300.0 |  |          |   | 300.0    |  
|Financial hedge              |  |                                  | 674.2    |          |          |   |     |  |      |      | 82.0 |  |        |   | (230.0 | )     |        |   | 300.0 |  |       |  | 826.2    |  
|Foreign currency             |  | Future contracts (i)             |          |          | (4.0     | ) |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | (4.0     | )
|Foreign currency             |  | Swaps / Non Deliverable Forwards |          |          | (2,182.5 | ) |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | (2,182.5 | )
|Fiscal hedge                 |  |                                  | (2,186.5 | )        |          |   |     |  |      |      |     |  |        |   |       |       |        |   |      |  |       |  | (2,186.5 | )
|Foreign currency             |  | Future contracts (i)             |          |          | (2,462.8 | ) |      |  |     |      |      |  |       |   |        |       |       |   |       |  |      |  |          |   | (2,462.8 | )
|Investment hedge             |  |                                  | (2,462.8 | )        |          |   |     |  |      |      |     |  |        |   |       |       |        |   |      |  |       |  | (2,462.8 | )
|                             |  |                                  |          |          |          |   |      |  |      |      |      |  |        |   |        |       |        |   |       |  |       |  |          |   |          |  
|Total Derivatives            |  |                                  | 2,535.3  |          |          |   | 82.0 |  |      |      | 82.0 |  |        |   | (230.0 | )     |        |   | 300.0 |  |       |  | 2,769.3  |  



|                             |  |                                  |        |            |        |   |      |   |      |      |     |  |      |   |      |       |      |   |       |  |      |  |        |   |        |  
|---------------------------- |  | -------------------------------- | ------ | ---------- | ------ | - | ---- | - | ---- | ---- | --- |  | ---- | - | ---- | ----- | ---- | - | ----- |  | ---- |  | ------ | - | ------ | -
|Purpose / Risk / Instruments |  |                                  |        | Fair Value |       
|                             |  |                                  |        | 2013       |        |   | 2014 |   |      | 2015 |     |  | 2016 |   |      | >2016 |      |   | Total | 
|Foreign currency             |  | Future contracts (i)             |        |            | (12.0  | ) |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (12.0  | )
|Foreign currency             |  | Option to acquire                |        |            |       |   |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   |       |  
|Foreign currency             |  | Non Deliverable Forwards         |        |            | (40.9  | ) |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (40.9  | )
|Foreign currency             |  | Deliverable Forwards             |        |            | (4.1   | ) |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (4.1   | )
|Commodity                    |  | Future contracts (i)             |        |            | (29.3  | ) |      |   | (1.7 | )    |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (31.0  | )
|Commodity                    |  | Swaps                            |        |            | (51.6  | ) |      |   | 0.4  |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (51.2  | )
|Operational hedge            |  |                                  | (137.9 | )          |        |   | (1.3 | ) |      |      |    |  |      |   |     |       |      |   |      |  |      |  | (139.2 | )
|Foreign currency             |  | Future contracts (i)             |        |            | (0.7   | ) |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (0.7   | )
|Foreign currency             |  | Swaps                            |        |            | (166.0 | ) |      |   |     |      |     |  | 7.0  |   |      |       |     |   |       |  |     |  |        |   | (159.0 | )
|Foreign currency             |  | Non Deliverable Forwards         |        |            | 9.3    |   |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | 9.3    |  
|Interest rates               |  | Future contracts (i)             |        |            |       |   |      |   |     |      |     |  | (0.1 | ) |      |       | (0.1 | ) |       |  |     |  |        |   | (0.2   | )
|Interest rates               |  | Swaps                            |        |            |       |   |      |   |     |      |     |  |     |   |      |       |     |   |       |  | 20.8 |  |        |   | 20.8   |  
|Financial hedge              |  |                                  | (157.4 | )          |        |   |     |   |      |      | 6.9 |  |      |   | (0.1 | )     |      |   | 20.8  |  |      |  | (129.8 | )
|Foreign currency             |  | Swaps / Non Deliverable Forwards |        |            | (341.4 | ) |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (341.4 | )
|Fiscal hedge                 |  |                                  | (341.4 | )          |        |   |     |   |      |      |    |  |      |   |     |       |      |   |      |  |      |  | (341.4 | )
|Foreign currency             |  | Future contracts (i)             |        |            | 8.1    |   |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | 8.1    |  
|Foreign currency             |  | Non Deliverable Forwards         |        |            | (82.5  | ) |      |   |     |      |     |  |     |   |      |       |     |   |       |  |     |  |        |   | (82.5  | )
|Investment hedge             |  |                                  | (74.4  | )          |        |   |     |   |      |      |    |  |      |   |     |       |      |   |      |  |      |  | (74.4  | )
|                             |  |                                  |        |            |        |   |      |   |      |      |     |  |      |   |      |       |      |   |       |  |      |  |        |   |        |  
|Total Derivatives            |  |                                  | (711.1 | )          |        |   | (1.3 | ) |      |      | 6.9 |  |      |   | (0.1 | )     |      |   | 20.8  |  |      |  | (684.8 | )



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##### Table of Contents

Sensitivity analysis

The Company mitigates risks arising from non-derivative financial assets and liabilities substantially, through derivative instruments. The
Company has identified the main risk factors that may generate losses from these derivative financial instruments and has developed a sensitivity analysis based on three scenarios, which may impact future results and /or cash flows, as described
below:

1  Base scenario: stable foreign exchange rate, interest rates and commodity prices at the same levels observed on
December 31, 2012.

2  Adverse scenario: 25% deterioration in each transactions main risk factor as compared to the level
observed on December 31, 2012.

3  Remote scenario: 50% deterioration in each transactions main risk factor as compared
to the level observed on December 31, 2012.

In addition to the scenarios described above, the Company uses Value at Risk  VaR
to measure the possible effects on the results of operations of derivative transactions. VaR is a statistical measure developed through estimates of standard deviation and correlation between the returns of several risk factors. This model results
in the loss limit expected for an asset over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument, a range of 95% and horizon of 21 days for the calculation, which are
presented in the module, as the following tables on December 31, 2012:



|                  |  |                                 |  |                          |  |              |        |   |                 |  |        |                |  |  |          |   |  |  |       | 
|----------------- |  | ------------------------------- |  | ------------------------ |  | ------------ | ------ | - | --------------- |  | ------ | -------------- |  |  | -------- | - |  |  | ----- | 
|Risk factor       |  | Financial instruments           |  | Risk                     |  | Basescenario |        |   | Adversescenario |  |        | Remotescenario |  |  | VaR(R$)  |  
|Foreign currency  |  | Future contracts                |  | Dollar decrease          |  |              | (12.0  | ) |                 |  | (830.6 | )              |  |  | (1,649.1 | ) |  |  | 197.7 | 
|Foreign currency  |  | Non Deliverable Forwards        |  | Dollar and Euro decrease |  |              | (40.9  | ) |                 |  | (347.4 | )              |  |  | (653.8   | ) |  |  | 31.3  | 
|Foreign currency  |  | Deliverable Forwards            |  | Dollar and Euro decrease |  |              | (4.1   | ) |                 |  | (112.6 | )              |  |  | (221.0   | ) |  |  | 16.8  | 
|Commodity         |  | Future contracts                |  | Commodity decrease       |  |              | (31.0  | ) |                 |  | (264.1 | )              |  |  | (497.3   | ) |  |  | 149.8 | 
|Commodity         |  | Swaps                           |  | Commodity decrease       |  |              | (51.2  | ) |                 |  | (223.2 | )              |  |  | (395.3   | ) |  |  | 80.6  | 
|Operational hedge |  |                                 |  |                          |  |              |        |   |                 |  |        |                |  |  |          |   |  |  |       | 
|Foreign currency  |  | Future contracts                |  | Dollar decrease          |  |              | (0.7   | ) |                 |  | (166.7 | )              |  |  | (332.8   | ) |  |  | 40.1  | 
|Foreign currency  |  | Swaps                           |  | Increase in tax interest |  |              | (140.2 | ) |                 |  | (140.2 | )              |  |  | (140.2   | ) |  |  | 2.1   | 
|Foreign currency  |  | Swaps                           |  | Dollar decrease          |  |              | (18.8  | ) |                 |  | (18.8  | )              |  |  | (18.8    | ) |  |  | 14.4  | 
|Foreign currency  |  | Non DeliverableForwards         |  | Dollar and Euro decrease |  |              | 9.3    |   |                 |  | (328.5 | )              |  |  | (666.3   | ) |  |  | 33.4  | 
|Interest rates    |  | Future contracts                |  | Increase in tax interest |  |              | (0.2   | ) |                 |  | (0.2   | )              |  |  | (0.3     | ) |  |  |      | 
|Interest rates    |  | Swaps                           |  | Increase in tax interest |  |              | 20.8   |   |                 |  | (159.1 | )              |  |  | (142.7   | ) |  |  | 18.1  | 
|Financial hedge   |  |                                 |  |                          |  |              |        |   |                 |  |        |                |  |  |          |   |  |  |       | 
|Foreign currency  |  | Future contracts                |  | Dollar increase          |  |              |       |   |                 |  | (1.0   | )              |  |  | (2.0     | ) |  |  | 0.2   | 
|Foreign currency  |  | Swaps / Non DeliverableForwards |  | Dollar increase          |  |              | (341.4 | ) |                 |  | (887.0 | )              |  |  | (1,432.6 | ) |  |  | 131.6 | 
|Fiscal hedge      |  |                                 |  |                          |  |              |        |   |                 |  |        |                |  |  |          |   |  |  |       | 
|Foreign currency  |  | Future contracts                |  | Dollar increase          |  |              | 8.1    |   |                 |  | (607.7 | )              |  |  | (1,223.4 | ) |  |  | 148.5 | 
|Foreign currency  |  | Non DeliverableForwards         |  | Dollar increase          |  |              | (82.5  | ) |                 |  | (82.5  | )              |  |  | (82.5    | ) |  |  |      | 
|Investment hedge  |  |                                 |  |                          |  |              |        |   |                 |  |        |                |  |  |          |   |  |  |       | 



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In addition to presenting the possible effects on individual results of derivative operations, we
also show the effects of derivative operations contracted for asset protection along with each transactions hedged items.



|                       |  |                              |        |               |        |   |                  |   |          |                 |          |   |          |  
|---------------------- |  | ---------------------------- | ------ | ------------- | ------ | - | ---------------- | - | -------- | --------------- | -------- | - | -------- | -
|Transaction            |  | Risk                         |        | Base scenario |        |   | Adverse scenario |   |          | Remote scenario |         
|Foreign exchange hedge |  | Dollar and Euro decrease     |        |               | (104.2 | ) |                  |   | (1,453.3 | )               |          |   | (2,802.5 | )
|Input purchase         |  |                              | 104.2  |               |        |   | 1,453.3          |   |          |                 | 2,802.5  |  
|Commodities hedge      |  | Decrease oncommodities price |        |               | (31.0  | ) |                  |   | (264.1   | )               |          |   | (497.3   | )
|Input purchase         |  |                              | 31.0   |               |        |   | 264.1            |   |          |                 | 497.3    |  
|Foreign exchange hedge |  | Dollar and Eurodecrease      |        |               | (4.0   | ) |                  |   | (60.4    | )               |          |   | (116.8   | )
|Capex purchase         |  |                              | 4.0    |               |        |   | 60.4             |   |          |                 | 116.8    |  
|Operational hedge      |  |                              | (139.2 | )             |        |   | (1,777.9         | ) |          |                 | (3,416.5 | )
|Operational purchase   |  |                              | 139.2  |               |        |   | 1,777.9          |   |          |                 | 3,416.5  |  
|Net effect             |  |                              |       |               |        |   |                 |   |          |                 |         |  
|                       |  |                              |        |               |        |   |                  |   |          |                 |          |   |          |  
|Foreign exchange hedge |  | Foreign currencyincrease     |        |               | (10.2  | ) |                  |   | (495.4   | )               |          |   | (999.4   | )
|Net debt               |  |                              | 10.2   |               |        |   | 495.4            |   |          |                 | 999.4    |  
|Interest rate hedge    |  | Increase in taxinterest      |        |               | (119.6 | ) |                  |   | (299.3   | )               |          |   | (282.9   | )
|Interest expense       |  |                              | 119.6  |               |        |   | 299.3            |   |          |                 | 282.9    |  
|Financial hedge        |  |                              | (129.8 | )             |        |   | (794.7           | ) |          |                 | (1,282.2 | )
|Net debt and interest  |  |                              | 129.8  |               |        |   | 794.7            |   |          |                 | 1,282.2  |  
|Net effect             |  |                              |       |               |        |   |                 |   |          |                 |         |  
|                       |  |                              |        |               |        |   |                  |   |          |                 |          |   |          |  
|Foreign exchange hedge |  | Dollar increase              |        |               | (341.4 | ) |                  |   | (887.9   | )               |          |   | (1,434.6 | )
|Fiscal expense         |  |                              | 341.4  |               |        |   | 887.9            |   |          |                 | 1,434.6  |  
|Fiscal hedge           |  |                              | (341.4 | )             |        |   | (887.9           | ) |          |                 | (1,434.6 | )
|Fiscal expense         |  |                              | 341.4  |               |        |   | 887.9            |   |          |                 | 1,434.6  |  
|Net effect             |  |                              |       |               |        |   |                 |   |          |                 |         |  
|                       |  |                              |        |               |        |   |                  |   |          |                 |          |   |          |  
|Investment hedge       |  | Dollar increase              |        |               | (74.4  | ) |                  |   | (690.2   | )               |          |   | (1,305.9 | )
|Fiscal expense         |  |                              | 74.4   |               |        |   | 690.2            |   |          |                 | 1,305.9  |  
|Investment hedge       |  |                              | (74.4  | )             |        |   | (690.2           | ) |          |                 | (1,305.9 | )
|Fiscal expense         |  |                              | 74.4   |               |        |   | 690.2            |   |          |                 | 1,305.9  |  
|Net effect             |  |                              |       |               |        |   |                 |   |          |                 |         |  

Calculation of fair value of derivatives

The Company measures derivative financial instruments by calculating their present value, through the use of market curves that impact the
instrument on the computation dates. In the case of swaps, both the asset and the liability positions are estimated independently and brought to present value and the difference between the result of the asset and liability amount generates the
swaps market value. For the traded derivative financial instruments traded, the fair value is calculated according to the adjusted exchange-listed price.

Margins given in guarantee

In order to comply with the guarantee requirements of the derivative exchanges and/or counterparties in certain operations with derivative
instruments, as of December 31, 2012 the Company held R$626.4 in investments securities or cash investments available on demand, classified as cash and cash equivalents (R$343.8 on December 31, 2011).



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2.2) Debt instruments

The Companys financial liabilities, mainly represented by debt securities are recorded at amortized cost according to the effective rate
method, plus indexation and foreign exchange gains/losses, based on closing indices for each period. The Bond 2017 is designated as a fair value hedge and variations in the fair value of the hedged risk factors are recognized in the income statement
in the same account as the variations of the respective loans.

Had the Company recognized its financial liabilities at market value, it
would have recorded an additional loss, before income tax and social contribution, of R$(28.6) on December 31, 2012 (R$(55.6) on December, 31 2011 and R$(266.5) on December 31, 2010), as presented below:



|                                           |  |      |         |  |        |  |         |            |  |  |       |   |  |        |         |  |            |  |         |      |  |  |        |   |  |            |         |  |  |  |         |  |  |  |        |  
|------------------------------------------ |  | ---- | ------- |  | ------ |  | ------- | ---------- |  |  | ----- | - |  | ------ | ------- |  | ---------- |  | ------- | ---- |  |  | ------ | - |  | ---------- | ------- |  |  |  | ------- |  |  |  | ------ | -
|                                           |  | 2012 |         |  | 2011   |  |         | 2010       | 
|Financial liabilities                      |  | Book |         |  | Market |  |         | Difference |  |  | Book  |   |  | Market |         |  | Difference |  |         | Book |  |  | Market |   |  | Difference |        
|Working capital R$ (Labatt)                |  |      |        |  |        |  |        |            |  |  |      |   |  |        | 473.8   |  |            |  | 492.5   |      |  |  | (18.7  | ) |  |            | 1,189.7 |  |  |  | 1,300.9 |  |  |  | (111.2 | )
|Syndicated facility (CAD)                  |  |      |        |  |        |  |        |            |  |  |      |   |  |        |        |  |            |  |        |      |  |  |       |   |  |            | 300.8   |  |  |  | 300.8   |  |  |  |       |  
|Senior Notes (CAD) (i)                     |  |      |        |  |        |  |        |            |  |  |      |   |  |        |        |  |            |  |        |      |  |  |       |   |  |            | 157.8   |  |  |  | 168.2   |  |  |  | (10.4  | )
|International financing (other currencies) |  |      | 531.1   |  |        |  | 531.1   |            |  |  |      |   |  |        | 140.6   |  |            |  | 140.6   |      |  |  |       |   |  |            | 453.9   |  |  |  | 453.9   |  |  |  |       |  
|Agro-industrial credit                     |  |      |        |  |        |  |        |            |  |  |      |   |  |        |        |  |            |  |        |      |  |  |       |   |  |            | 100.0   |  |  |  | 100.0   |  |  |  |       |  
|BNDES/CCB                                  |  |      | 2,109.8 |  |        |  | 2,109.8 |            |  |  |      |   |  |        | 1,797.7 |  |            |  | 1,797.7 |      |  |  |       |   |  |            | 1,130.1 |  |  |  | 1,130.1 |  |  |  |       |  
|Bond 2011                                  |  |      |        |  |        |  |        |            |  |  |      |   |  |        |        |  |            |  |        |      |  |  |       |   |  |            | 884.2   |  |  |  | 894.6   |  |  |  | (10.4  | )
|Bond 2013                                  |  |      |        |  |        |  |        |            |  |  |      |   |  |        |        |  |            |  |        |      |  |  |       |   |  |            | 886.7   |  |  |  | 980.6   |  |  |  | (93.9  | )
|Bond 2017                                  |  |      | 314.0   |  |        |  | 342.6   |            |  |  | (28.6 | ) |  |        | 298.1   |  |            |  | 301.7   |      |  |  | (3.6   | ) |  |            | 284.8   |  |  |  | 300.7   |  |  |  | (15.9  | )
|Debentures                                 |  |      |        |  |        |  |        |            |  |  |      |   |  |        | 1,248.0 |  |            |  | 1,281.3 |      |  |  | (33.3  | ) |  |            | 1,247.5 |  |  |  | 1,272.2 |  |  |  | (24.7  | )
|Fiscal incentives                          |  |      | 168.7   |  |        |  | 168.7   |            |  |  |      |   |  |        | 135.5   |  |            |  | 135.5   |      |  |  |       |   |  |            | 120.8   |  |  |  | 120.8   |  |  |  |       |  
|Finance leasing                            |  |      | 20.1    |  |        |  | 20.1    |            |  |  |      |   |  |        | 8.6     |  |            |  | 8.6     |      |  |  |       |   |  |            | 14.1    |  |  |  | 14.1    |  |  |  |       |  
|                                           |  |      |         |  |        |  |         |            |  |  |       |   |  |        |         |  |            |  |         |      |  |  |        |   |  |            |         |  |  |  |         |  |  |  |        |  
|                                           |  |      | 3,143.7 |  |        |  | 3,172.3 |            |  |  | (28.6 | ) |  |        | 4,102.3 |  |            |  | 4,157.9 |      |  |  | (55.6  | ) |  |            | 6,770.4 |  |  |  | 7,036.9 |  |  |  | (266.5 | )

The criterion used to determine the market value of the debt securities was based on quotations of investment
brokers, on quotations of banks which provide services to Ambev and on the secondary market value of bonds as of December 31, 2012, being approximately 114.21% for Bond 2017 (100.55% for Bond 2017 and 102.66% for Debentures 2012, at
December 31, 2011 and 100.23% for Bond 2017 and 101.98% for Debentures 2010, at December 31,2010).

Capital management

Ambev is constantly optimizing its capital structure to maximize the value of shareholders investments, while retaining the
desired financial flexibility to execute strategic projects. In addition to the minimum legal requirements for equity financing that apply to subsidiaries in various countries, Ambev is not subject to any external capital requirements. When
analyzing the capital structure of the Company, Ambev uses the same ratio of debt and equity ratings applied to the companys financial statements.

28. OPERATING LEASES

Operating leases mature as follows:



|                      |  |      |       |  |      |  |       |      |  |  |       | 
|--------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                      |  | 2012 |       |  | 2011 |  |       | 2010 | 
|Less than 1 year      |  |      | 66.2  |  |      |  | 51.7  |      |  |  | 31.4  | 
|Between 1 and 2 years |  |      | 150.2 |  |      |  | 132.8 |      |  |  | 132.0 | 
|More than 2 years     |  |      | 61.8  |  |      |  | 64.3  |      |  |  | 79.0  | 
|                      |  |      |       |  |      |  |       |      |  |  |       | 
|                      |  |      | 278.2 |  |      |  | 248.8 |      |  |  | 242.4 | 



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In 2012, the operating lease expense in the income statement amounted to R$54.1 (R$44.6 and
R$37.6 in 2011 and 2010, respectively).

The Company primarily leases warehouses and offices. Lease terms are normally over a period of
five to ten years, with renewal options.

29. COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPLLIERS, ADVANCES FROM CUSTOMERS AND OTHER



|                                     |  |      |          |  |      |  |          | 
|------------------------------------ |  | ---- | -------- |  | ---- |  | -------- | 
|                                     |  | 2012 |          |  | 2011 | 
|Collateral given for own liabilities |  |      | 1,178.9  |  |      |  | 899.8    | 
|Other commitments                    |  |      | 282.0    |  |      |  | 438.8    | 
|                                     |  |      |          |  |      |  |          | 
|                                     |  |      | 1,460.9  |  |      |  | 1,338.6  | 
|                                     |  |      |          |  |      |  |          | 
|Commitments with suppliers           |  |      | 14,968.6 |  |      |  | 14,967.1 | 
|Commitments  Bond 17                |  |      | 300.0    |  |      |  |         | 
|                                     |  |      |          |  |      |  |          | 
|                                     |  |      | 15,268.6 |  |      |  | 14,967.1 | 

The collateral provided for liabilities totaled approximately R$1.5 billion as at December 31, 2012
including R$552.5 of cash guarantees. To meet the guarantees required by derivative exchanges and/or counterparties contracted in certain derivative financial instrument transactions, the Company maintained as at December 31, 2012, R$626.4 in
highly liquid financial investments or in cash (note 27).

Most of the balance relates to commitments with suppliers of packaging.

The Company is guarantor of the Bond issued by Ambev International Finance Co. Ltd. (wholly-owned) valued at R$300 million to 9.5% per
year, maturing in 2017.

Future contractual commitments as at December 31, 2012 and December 31, 2011 are as follows:



|                      |  |      |          |  |      |  |          | 
|--------------------- |  | ---- | -------- |  | ---- |  | -------- | 
|                      |  | 2012 |          |  | 2011 | 
|Less than 1 year      |  |      | 2,893.1  |  |      |  | 2,739.6  | 
|Between 1 and 2 years |  |      | 2,305.0  |  |      |  | 2,165.0  | 
|More than 2 years     |  |      | 10,070.5 |  |      |  | 10,062.5 | 
|                      |  |      |          |  |      |  |          | 
|                      |  |      | 15,268.6 |  |      |  | 14,967.1 | 

30. CONTINGENCIES

The Company has contingent liabilities arising from lawsuits in the normal course of its business.

Contingent liabilities with a probable likelihood of loss are fully recorded for (note 26).

The Company also has lawsuits related to tax, civil and labor, for which the risk of loss is possible (but not probable), in the opinion of
management, and for which there are no provisions. Estimates of amounts of possible losses are as follows:



|               |  |      |          |  |      |  |          | 
|-------------- |  | ---- | -------- |  | ---- |  | -------- | 
|               |  | 2012 |          |  | 2011 | 
|PIS and COFINS |  |      | 306.8    |  |      |  | 308.7    | 
|ICMS and IPI   |  |      | 2,927.7  |  |      |  | 2,167.4  | 
|IRPJ and CSLL  |  |      | 7,583.0  |  |      |  | 7,034.3  | 
|Labor          |  |      | 146.7    |  |      |  | 128.7    | 
|Civil          |  |      | 174.2    |  |      |  | 214.8    | 
|Others         |  |      | 774.3    |  |      |  | 755.7    | 
|               |  |      |          |  |      |  |          | 
|               |  |      | 11,912.7 |  |      |  | 10,609.6 | 



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Principal Lawsuits with a likelihood of possible loss:

Goodwill

In December
2011, Ambev received a tax assessment related to the goodwill amortization resulting from Inbev Holding Brasil S.A. merger. In June 2012, Ambev presented its defense and awaits a ruling by the Administrative Council for Fiscal Resources of the
Ministry of Finance (Conselho Administrativo de Recursos Fiscais do Ministério Fazenda  CARF). Ambev estimates the amount of possible losses in relation to this assessment to be approximately R$3.7 billion as of
December 31, 2012. Ambev made no provision for this purpose. In the event Ambev would be required to pay these amounts, Anheuser-Busch InBev SA/NV will reimburse Ambev the amount proportional to the benefit received by Anheuser-Busch InBev
SA/NV pursuant to the merger protocol, as well as associated costs.

Profits generated abroad

During the first quarter of 2005, the Company and certain of its subsidiaries received tax assessments from the Bureau of Federal Revenue
of Brazil with respect to the taxation of profits realized by subsidiaries domiciled abroad. In December of 2008, the CARF issued a ruling partially favorable to Ambev. The Company has not recorded any provision for this purpose. After the decisions
in some of these cases, the Company estimates that the exposure to possible losses in relation to these assessments is approximately R$2.6 billion at December 31, 2012 (R$2.5 billion at December 31, 2011).

Utilization of tax loss on mergers

The Company and its subsidiaries received tax assessments from the Brazilian Tax authorities, for recovering of certain tax credits arising from alleged non-compliance with the Brazilian tax regulation
concerning accumulated tax losses used by companies in their final year of existence, following a merger.

Based on management
assessments , no provisions have been made for these cases as it believes that no express legal grounds exist that limit the use of tax losses in cases where legal entities are extinguished (including in the case of mergers), and that therefore the
tax inspectors interpretation in these tax assessments does not apply. The Company estimates the possible exposure to losses on these assessments at approximately R$521.8 at December 31, 2012 (R$516.3 at December 31, 2011).

Subscription Warrants

Certain holders of warrants issued by the Company in 1996 for exercise in 2003 have filed lawsuits to be able to subscribe the corresponding shares for an amount lower than what the Company considers to
have been established at the time of the issuance of the warrants. Furthermore, the holders of these warrants claim the right to receive the dividends relative to these shares since 2003 (currently approximately R$367.3), in addition to legal fees
and charges. If the Company loses all these lawsuits, it would be required to issue of 27,684,596 preferred shares and 6,881,719 common shares for a subscribed price substantially lower than the current market value of its shares. Based on
management assessment no provision has been recorded related to these assessments.

Antitrust Matters

On July 22, 2009, CADE, the Brazilian antitrust authority, issued its ruling in connection with Administrative Proceeding in 2004 as
a result of a complaint filed by Schincariol (a South American brewery and beverage maker based in Brazil) which had, as its main purpose, the investigation of our conduct in the market, in particular our customer loyalty program known as
Tô Contigo, which is similar to airline frequent flyer and other loyalty programs.



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During its investigation, the Secretariat of Economic Law of the Ministry of Justice
(SDE) concluded that the program should be considered anticompetitive unless certain adjustments were made. These adjustments have already been substantially incorporated into the current version of the Program. The SDE opinion did not
suggest any fines and recommended that the other accusations be dismissed. After the SDE opinion, the proceeding was sent to CADE, which issued a ruling against the Company involving a fine in the amount of R$352.7 (which was R$486 as of
31 December 2012, reflecting accrued interests). The probability of loss shall be limited to the amount of the fine and other legal fees related to this process.

Ambev believes that CADEs decision is without merit and thus has challenged it in the federal courts, which have ordered the suspension
of the fine and other parts of the decision upon rendering of guarantee. Ambev has already provided a letter of guarantee for this purpose.

Management believes the likelihood of loss is possible and therefore has not recorded a provision.

We are also involved in other administrative proceedings with CADE and SDE, relating to the investigation of certain matters of conduct, none
of which we believe contravene competition rules and regulations.

Contingent assets

At December 31, 2012, the Company had no contingent assets, for which the probability of success is probable.

31. RELATED PARTIES

Policies and practices regarding the realization of transactions with related parties

Under the Companys bylaws the Board of Directors is responsible for approving any transaction or agreements between the Company and/or
any of its subsidiaries, directors and/or shareholders (including shareholders, direct or indirect shareholders of the Company). The Compliance Committee of the Company is required to advise the Board of Directors of the Company in matters related
to transactions with related parties.

Management is prohibited from interfering in any transaction in which conflict exists, even in
theory, with the Companys interests. It is also not permitted to interfere in decisions of any other management member, requiring documentation in the Minutes of Meeting of the Board any decision to abstain from the specific deliberation.

The Companys guidelines with related parties follow reasonable or commutative terms, similar to those prevailing in the market or under
which the Company would contract similar transactions with third parties. These are clearly disclosed in the financial statements as reflected in written contracts.

Transactions with management members:

In addition to short-term benefits (primarily salaries), the management members are entitled to post-employment benefits, such as retirement
benefits and health and dental care. Moreover, management members are entitled to participate in Stock Option Plan (note 24).

Total
expenses related to management members in key functions are as follows:



|                                  |  |      |      |  |      |  |      |      |  |  |      | 
|--------------------------------- |  | ---- | ---- |  | ---- |  | ---- | ---- |  |  | ---- | 
|                                  |  | 2012 |      |  | 2011 |  |      | 2010 | 
|Short-term benefits (i)           |  |      | 26.5 |  |      |  | 27.0 |      |  |  | 33.5 | 
|Share-based payments (ii)         |  |      | 37.5 |  |      |  | 32.2 |      |  |  | 27.3 | 
|                                  |  |      |      |  |      |  |      |      |  |  |      | 
|Total key management remuneration |  |      | 64.0 |  |      |  | 59.1 |      |  |  | 60.8 | 



|(i) | These correspond substantially to salaries and profit sharing (including performance bonuses).
|--- | ----------------------------------------------------------------------------------------------

|(ii) | These correspond to the compensation cost of stock options granted to management. These amounts exclude remuneration paid to members of the Fiscal
Council.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



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Excluding the abovementioned plan, (note 24), Ambev no longer has any type of transaction
with the management members or pending balances receivable or payable in its balance sheet.

Transactions with the
Companys shareholders:

a) Medical, dental and other benefits

The Fundaçăo Zerrenner is one of the Companys shareholders, and at December 31, 2012 held 17.08% of the voting
rights and 9.59% of total share capital. Fundaçăo Zerrenner is also a independent legal entity whose main goal is to provide Ambevs employees, both active and retirees, with health care and dental assistance, technical and superior
education courses, facilities for assisting elderly people, among other things, through direct initiatives or through financial assistance agreements with other entities. On December 31, 2012 and 2011, actuarial liabilities related to the
benefits provided directly by Fundaçăo Zerrenner are fully offset by plan assets. As a result, the net liability recognized in the financial statements is nil.

The expenses incurred by Fundaçăo Zerrenner in providing these benefits totaled R$164.6 in the period ended December 31, 2012 (R$135.7 as of December 31, 2011), of which R$146.0 (R$
120.8 as of December 31, 2011) related to active employees and R$18.6 (R$15.0 as of December 31, 2011) related to retirees.

b)
Special Goodwill Reserve

As a result of the merger of InBev Holding Brazil S.A. by the Company in 2005, the Company
benefits in January of each year from the amortization of tax deductible goodwill pursuant to CVM Instruction 319/99. The balance of the special goodwill reserve at December 31, 2012 was R$672.1 (R$1,0 billion at December 31, 2011) which
may be used for future capital increases.

c) Leasing

The Company, through its subsidiary BSA (labeling), has an asset leasing agreement with Fundação Zerrenner, for R$64.8 for ten years, maturing on March 31, 2018.

d) Leasing  Ambev head office

The Fundaçăo Zerrenner and Ambev have a lease of two commercial sets, of R$15.3 maturing on January 28, 2013. These agreements are being renewed.

e) Licensing agreement

The Company maintains a licensing agreement with Anheuser-Busch, Inc., to produce, bottle, sell and distribute Budweiser products in
Brasil and, through Labatt Canada and Cervepar, in Canada and Paraguay. In addition, the Company and certain of its subsidiaries produce and distribute Stella Artois products under license AB InBev in Brazil, Argentina, Canada and other countries.
The amount recorded was R$12.7 (R$5.7 as of December 31, 2011) and R$215.9 (R$182.7 as of December 31, 2011) as licensing income and expense, respectively.

Jointly-controlled entities

Ambev reports its interest in
jointly-controlled entities using the line-by-line reporting format for proportional consolidation. Significant interests in joint ventures include two distribution entities in Canada and two entities in Brazil (Ice Tea and Agrega).



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The following balances represent the participation of Ambev in these entities and were
included in the consolidated financial statements:



|                                    |  |      |       |  |      |  |       | 
|----------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|                                    |  | 2012 |       |  | 2011 | 
|Non-current assets                  |  |      | 253.5 |  |      |  | 241.0 | 
|Current assets                      |  |      | 127.4 |  |      |  | 124.8 | 
|Non-current liabilities             |  |      | 314.9 |  |      |  | 304.2 | 
|Current liabilities                 |  |      | 231.0 |  |      |  | 217.8 | 
|Result from operations              |  |      | 42.7  |  |      |  | 27.4  | 
|Income attributable to shareholders |  |      | 22.1  |  |      |  | 12.8  | 

Transactions with associates

Ambev transactions with associates were as follows:



|                    |  |      |      |  |      |  |      | 
|------------------- |  | ---- | ---- |  | ---- |  | ---- | 
|                    |  | 2012 |      |  | 2011 | 
|Net sales           |  |      | 17.3 |  |      |  | 12.5 | 
|Current liabilities |  |      | 4.5  |  |      |  | 3.5  | 

Transactions with associates include two entities in Argentina (Eco de Los Andes S.A and Agrega S.A) and
two entities in Canada (Guinness Canada Limited and Agrega Canada Limited).

Controllers

The Company is controlled by Interbrew International BV (constituted in Belgium), AmBrew S/A (constituted in Luxembourg) and
Fundação Zerrenner, which together hold approximately 71.0% of the company shares. The remaining 29.0% of shares are held by various shareholders.

32. GROUP COMPANIES

Listed below are the main group companies. The total
number of companies consolidated (fully and proportionally) is 52.



|                                                                                                                             |  |  |                       |  
|---------------------------------------------------------------------------------------------------------------------------- |  |  | --------------------- | -
|Argentina                                                                                                                    |  |  |                       |  
|CERVECERIA Y MALTERIA QUILMES SAICA Y G  Av. Del
Libertador 498, 26° andar  Buenos Aires                                   |  |  | 99.7                  | %
|                                                                                                                             | 
|Bermuda                                                                                                                      |  |  |                       |  
|QIB QUILMES INTERNATIONAL (BERMUDA) LTD.  Claredon
House, 2 Church Street, Hamilton                                         |  |  | 100.00                | %
|                                                                                                                             | 
|Bolivia                                                                                                                      |  |  |                       |  
|CERVECERIA BOLIVIANA NACIONAL S.A.  Av. Montes
400 e Rua Chuquisaca  La Paz                                                |  |  | 85.67                 | %
|                                                                                                                             | 
|Brazil                                                                                                                       |  |  |                       |  
|COMPANHIA DE BEBIDAS DAS AMÉRICAS  AMBEV  Rua
Dr. Renato Paes de Barros, 1017, 4o andar, cj. 44 e 42
Itaim Bibi, São Paulo |  |  | Consolidating company |  
|                                                                                                                             | 
|                                                                                                                             |  |  |                       |  
|AMBEV BRASIL BEBIDAS S.A.  Avenida Antarctica, 1.891                                                                        |  |  | 99.90                 | %
|                                                                                                                             | 
|Fazenda Santa Úrsula  Jaguariúna  SP                                                                                       |  |  |                       |  
|AROSUCO AROMAS E SUCOS LTDA.  Avenida Buriti, 5.385
Distrito Industrial  Manaus  AM                                       |  |  | 100.00                | %



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|                                                                                                         |  |  |        |  
|-------------------------------------------------------------------------------------------------------- |  |  | ------ | -
|                                                                                                         | 
|CRBS S.A  Avenida Antarctica, 1.891 Fazenda Santa Úrsula                                                |  |  |        |  
|Jaguariúna  SP                                                                                          |  |  | 99.93  | %
|                                                                                                         | 
|                                                                                                         |  |  |        |  
|EAGLE DISTRIBUIDORA DE BEBIDAS S.A.  Avenida
Antarctica, 1.891 Fazenda Santa Úrsula  Jaguariúna  SP   |  |  | 100.00 | %
|                                                                                                         | 
|Canada                                                                                                   |  |  |        |  
|LABATT BREWING COMPANY LIMITED  207 Queens Quay
West, Suite 299  M5J 1A7  Toronto                     |  |  | 100.00 | %
|                                                                                                         | 
|Chile                                                                                                    |  |  |        |  
|CERVECERIA CHILE S.A.  Avenida Presidente Eduardo Frei
Montalva, 9600  Comuna de Quilicura  Santiago  |  |  | 100.00 | %
|                                                                                                         | 
|Espanha                                                                                                  |  |  |        |  
|JALUA SPAIN, S.L  Juan Vara Terán, 14  Ilhas Canarias                                                  |  |  | 100.00 | %
|                                                                                                         | 
|Ecuador
Companhia Cervecera AMBEV ECUADOR S.A.  Km 14.5                                                 |  |  |        |  
|Via Dauley, Av. Las Iguanas  Guayaquil                                                                  |  |  | 100.00 | %
|                                                                                                         | 
|Dominican Republic                                                                                       |  |  |        |  
|COMPAÑIA CERVECERA AMBEV DOMINICANA, C. POR A.
Av. San Martin, 279  Apartado Postal 723  Santo Domingo |  |  | 55.47  | %
|                                                                                                         | 
|CND  CERVECERÍA NACIONAL DOMINICANA, Autopista 30                                                       |  |  |        |  
|de Mayo, Distrito Nacional
Vía Dauley, Av. Las Iguanas  Guayaquil                                       |  |  | 52.03  | %
|Guatemala                                                                                                |  |  |        |  
|INDUSTRIAS DEL ATLÁNTICO, SOCIEDAD ANÓNIMA  43
Calle 1-10 Clzd. Aguilar Bartres Zona 12, Edifício       |  |  | 50.00  | %
|                                                                                                         | 
|Mariposa, nível 4  01012  Zacapa
Luxembourg                                                            |  |  |        |  
|AMBEV LUXEMBOURG  5, Gabriel Lippmann, L  5365 Munsbach                                                |  |  | 100.00 | %
|                                                                                                         | 
|Paraguay                                                                                                 |  |  |        |  
|CERVECERIA PARAGUAY S.A.  Ruta Villeta KM 30  Ypané                                                    |  |  | 87.40  | %
|                                                                                                         | 
|Peru                                                                                                     |  |  |        |  
|COMPANÍA CERVECERA AMBEV PERU S.A.C.  Av.
República de Panamá, 3659 San Isidro  Lima 41  Lima         |  |  | 100.00 | %
|                                                                                                         | 
|Uruguay                                                                                                  |  |  |        |  
|CERVECERIA NACIONAL  Rambla Baltasar Brum, 2933  11800  Paysandú                                      |  |  | 97.56  | %
|                                                                                                         | 
|                                                                                                         |  |  |        |  
|MONTHIERS SOCIEDAD ANÓNIMA  Juncal 1327, ap. 2201  Montevideo                                          |  |  | 100.00 | %

33. INSURANCE

The Company has a program of risk management in order to hire coverage compatible with its size and operation. Coverage was contracted for amounts considered sufficient by management to cover possible
losses, considering the nature of its activity, the risks involved in their operations and the orientation of its insurance advisors.

34. EVENTS AFTER THE BALANCE SHEET DATE

(i) The Board of Directors Meeting
held on February 25, 2013, approved the dividend distribution, resulting from the allocation of profit for the year 2012, at R$0.5680 per Common share and R$0.6248 per Preferred share



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without withholding income tax pursuant to applicable law and interest on shareholders equity, to be deducted from Profit for 2012 and attributed to minimum dividend for the year 2012, at
R$ 0.0800 per Common share and R$0.0880 per Preferred share. The distribution of interest on shareholders equity will be taxed according to local legislation, which will result in a net distribution of interest on shareholders
equity of R$0.0680 per Common share and R$ 0.0748 per Preferred share.

These payments will be made from March 28,
2013 (being with the portion relating to dividends ad referendumof the General Meeting for the fiscal year ended December 31, 2012 and the share of interest on shareholders capital ad referendumof the Annual General
Meeting for the fiscal year which ends on December 31, 2013) based on the shareholdings on February 27, 2013 to shareholders of BM&F BOVESPA and March 4, 2013 to shareholders of the NYSE. The shares and ADRs will be traded
ex-dividend starting from February 28, 2013.

(ii) On January 21, 2012 Ambev initiated the payment of dividends and
interest on capital approved at the Board Meeting held on December 14, 2012, which were calculated based on the shareholding position of December 26, 2012 to shareholders of BM&F Bovespa and December 31, 2012 to shareholders of
NYSE, without monetary adjustment, which amounted to R$ 3.0 billion.

(iii) In the Meeting of the Board of Directors of the
Company held on January 31 and February 1st, 2013, it was approved a capital increase in the maximum amount of R$ 410,1, upon private issuance of up to 2,521 thousand new common shares and up to 1,970 thousand new preferred
shares, at the issuance price of R$89.94 for each common share and R$93.07 for each preferred share, which, pursuant to article 170, paragraph first, item III, of Law n. 6,404/76, correspond to the average prices of the Companys shares on
January 31, 2013, the date on which the Company earned the tax benefit deriving from the partial amortization of the Special Premium Reserve  IN 319/99 for the fiscal year of 2012, pursuant to the Article 7 of CVM Ruling n. 319/99.



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|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

See Item 17. Financial Statements.



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|ITEM 19 | EXHIBITS
|------- | --------



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 |  | Bylaws of Companhia de Bebidas das Américas - Ambev (English-language translation) (incorporated by reference to the Companys filing on Form 6-K filed by Ambev on
April 29, 2013).                                                                                                                                                                                                                                                                                                                                                                            
|    | 
|2.1 |  | Form of Deposit Agreement among Companhia de Bebidas das Américas - Ambev, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of
American Depositary Shares, representing Common Shares (incorporated by reference to Exhibit 1 to Form F-6 filed by Ambev on July 24, 2007).                                                                                                                                                                                                                                             
|    | 
|2.2 |  | Form of Deposit Agreement among Companhia de Bebidas das Américas - Ambev, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of
American Depositary Shares, representing Preferred Shares (incorporated by reference to Exhibit 1 to Form F-6 filed by Ambev on December 23, 2010).                                                                                                                                                                                                                                      
|    | 
|2.3 |  | Indenture, dated July 24, 2007, between Ambev International Finance Co. Ltd., Deutsche Bank Trust Company Americas, as Trustee, and Deutsche Bank Luxembourg S.A., as Luxembourg
Paying and Transfer Agent (incorporated by reference to Exhibit 4.1 to Form F-4 filed by Ambev on September 19, 2008).                                                                                                                                                                                                                                                         
|    | 
|2.4 |  | Form of Note (contained in Exhibit 2.3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 
|2.5 |  | Guaranty, dated July 24, 2007, between Companhia de Bebidas das Américas - Ambev, as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by
reference to Exhibit 4.3 to Form F-4 filed by Ambev on September 19, 2008).                                                                                                                                                                                                                                                                                                               
|    | 
|3.1 |  | First Amendment to the Shareholders Agreement of Companhia de Bebidas das Américas - Ambev, dated as of March 2, 2004, among Fundação Antonio e Helena
Zerrenner Instituição Nacional de Beneficência, Braco S.A., Empresa de Administração e Participações S.A., Companhia de Bebidas das Américas - Ambev, Jorge Paulo Lemann, Marcel Herrmann Telles,
and Carlos Alberto da Veiga Sicupira(English-language translation) (incorporated by reference to Exhibit 2.16 to Amendment No. 9 to Schedule 13D relating to Quinsa, filed by Ambev on March 9, 2004).
|    | 
|3.2 |  | Shareholders Voting Rights Agreement of S-Braco Participações S.A. dated as of August 30, 2002, among Santa Judith, Santa Irene, Santa Estela and Santa
Prudência Participações S.A., with Jorge Paulo Lemann, Carlos Alberto da Veiga Sicupira and Marcel Herrmann Telles as intervening parties, and S-Braco, Braco, ECAP and Ambev as acknowledging parties (English-language translation)
(incorporated by reference to Exhibit C to Amendment No. 2 to Schedule 13D relating to Ambev, filed by FAHZ, Braco and ECAP on November 29, 2002).               
|    | 
|3.3 |  | Amended and Restated Anheuser Busch-InBev Shareholders Agreement (formerly InBev Shareholders Agreement and Interbrew Shareholders Agreement) dated 9 September 2009 among BRC
S.à.R.L, Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA), Stichting Anheuser Busch-InBev (formerly Stichting InBev and Stichting Interbrew) and Rayvax Société dInvestissement
NV/SA. (incorporated by reference to Exhibit 3.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on September 14, 2009).                                                    
|    | 
|3.4 |  | Voting Agreement between Stichting Anheuser Busch-InBev, Fonds InBev Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL, dated 17 October 2008 (incorporated by reference to
Exhibit 3.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on September 14, 2009).                                                                                                                                                                                                                                                                                           
|    | 
|3.5 |  | Instrument of Accession to the Shareholders Agreement of Companhia de Bebidas das Américas  AMBEV entered into on July 28, 2005 by Interbrew International B.V.
and AmBrew S.A. (incorporated by reference to Exhibit B to Amendment No. 8 to Schedule 13D relating to Ambev, filed by BRC S.a.R.L. on November 9, 2005).                                                                                                                                                                                                                                     



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|      |  |                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------
|      | 
|4.1   |  | Stock Option Plan, dated April 28, 2010 (incorporated by reference to the Form 6-K filed by Ambev on April 30, 2010).           
|      | 
|8.1   |  | List of Material Subsidiaries of Companhia de Bebidas das Américas - Ambev.                                                     
|      | 
|11.1  |  | Code of Business Conduct (formerly Code of Ethics) dated December 11, 2006 (English-language version).                          
|      | 
|11.2. |  | Manual on Disclosure and Use of Information and Policies for Trading with Securities issued by Ambev (English-language version).
|      | 
|12.1  |  | Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|      | 
|12.2  |  | Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|      | 
|13.1  |  | Principal Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            
|      | 
|13.2  |  | Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            



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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant, Companhia de Bebidas das Américas - Ambev, certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form
20-F on its behalf.



COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV




By:

/s/ João Mauricio Giffoni de Castro NevesName:

João Mauricio Giffoni de Castro NevesTitle:

Chief Executive Officer




By:

/s/ Nelson José JamelName:

Nelson José JamelTitle:

Chief Financial Officer


Date: April 30, 2013



250