Filed by Ambev S.A.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Issuer: Ambev S.A.
Subject Company: Companhia de Bebidas das Américas—Ambev
(Commission File No.: 001-15194)
AMBEV S.A.
CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
Abstract of the Minutes of the Meeting of the Board of Directors of Ambev S.A (the “Company”), held on October 17, 2013, drawn up in summary form.
1.
Date, time and venue
:
On October 17, 2013, starting at 8 a.m., at the Hotel Adriatika, located in Guatemala City, Guatemala, at 4 avenida 20-44, zona 14.
2.
Attendance
:
Messrs.
Victorio Carlos De Marchi and
Carlos Alves de Brito
, co-chairmen, and Messrs. Marcel Herrmann Telles
, Roberto Moses Thompson Motta,
Vicente Falconi Campos,
José Heitor Attilio Gracioso, Luis Felipe Pedreira Dutra Leite, Luiz Fernando Ziegler de Saint Edmond
and Paulo Alberto Lemann
.
3.
Board
:
Chairman:
Victorio Carlos De Marchi
; Secretary: Pedro de Abreu Mariani
4.
Resolution
:
4.1
Capital Increase – Stock Option Plan
. In view of the exercise, by certain Beneficiaries, of some options which became exercisable based on the Option Plan approved by this Board of Directors, to approve unanimously within the Company’s limit of authorized capital, in accordance with section 6 of its By-laws, as well as article 168 of Law n. 6,404/76, as amended, a capital increase in the total amount of
R$4,747,183.55, upon issuance of 1,154,550 new common shares, at the issuance price of emission of R$ 4,1117 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 of the Company currently in force. The newly issued shares deriving from the capital increase shall grant its holders the same rights and benefits as the current shares, to be declared as of the present date.
5.
Closing
:
With no further matters to be discussed, the present Minutes were drawn up and signed.
Guatemala City, October 17, 2013.
/s/ Victorio Carlos De Marchi
|
/s/
Carlos Alves de Brito
|
/s/ Marcel Herrmann Telles
|
/s/
Roberto Moses Thompson Motta
|
/s/ Vicente Falconi Campos
|
/s/ José Heitor Attilio Gracioso
|
/s/ Luis Felipe Pedreira Dutra Leite
|
/s/ Luiz Fernando Ziegler de Saint Edmond
|
/s/
Paulo Alberto Lemann
|
/s/
Pedro de Abreu Mariani
Secretary
|