ABEV Ambev SA

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

  Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00

NIRE [Corporate Registration Identification Number] 35.300.368.941

FISCAL COUNCIL’S OPINION

The members of the Fiscal Council of Ambev S.A. (“ Company ”), acting on the authority granted by Article 163, item III, of Law No. 6,404/76, have examined the proposal of merger of Cachoeiras de Macacu Bebidas Ltda. (CNPJ No. 24.627.201/0001-81 ) (“ Cachoeiras de Macacu ”) with and into its sole quotaholder, the Company, according to the terms and conditions of the Protocol and Justification of the Merger of Cachoeiras de Macacu Bebidas Ltda. into Ambev S.A. (“ Protocol and Justification ”) and the valuation report of the net equity of Cachoeiras de Macacu, based on its book value, provided by APSIS Consultoria e Avaliações Ltda. (CNPJ/MF No. 08.681.365/0001-30) (“ Merger ”). Based on such examination and on the clarifications presented by the board of executive officers of the Company, the members of the Fiscal Council grant favorable opinion as to the approval of the Merger by the Company’s shareholders in the general meeting, pursuant to the terms of the Protocol and Justification.

São Paulo, March 28, 2017.