AMBEV S.A.

The InBev-Ambev Transactions and Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders Ambev’s Major Shareholders The Shareholders’ Agreement. 20 Table of Contents Our controlling shareholder is able to elect the majority of the members of our Board of Directors and Fiscal Council and generally determine the outcome of most other actions requiring shareholder approval, including dividend distributions, the consummation of corporate restructurings, issuances of new shares, sales of materials assets and bylaw amendments. Additionally, our controlling shareholder may have interests that differ from ours and may vote in a way that is adverse to the interests of our other shareholders. In addition, any reputational issues associated with our (direct or indirect) shareholders may adversely affect the trading price of our shares. Under Brazilian Law No. 6,404/1976 ( Brazilian Corporation Law ), the protections afforded to non-controlling security holders may differ from, or be less comprehensive than, the corresponding protections and fiduciary duties of directors applicable in the U.S. or other jurisdictions. See Item 3. Key Information D. Risks Factors 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.