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 Corporate Taxpayers Register] No. 07.526.557/0001-00

NIRE [Corporate Registration Identification Number] 35.300.368.941

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

CALL NOTICE

The shareholders of Ambev S.A. (“Company”) are invited to attend the Ordinary and Extraordinary General Meetings (“AGOE”) to be held on April 24, 2020, at 2:00 p.m., at the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1,017, 4 floor, Itaim Bibi, in the City and State of São Paulo, to resolve on the following agenda:

(a)             Ordinary General Meeting:

(i)              analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019;

(ii)            discuss the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019;

(iii)          define the number of members of the Board of Directors;

(iv)          elect the effective and alternate members of the Board of Directors for a term in office of three (3) years, which shall end on the Ordinary General Meeting to be held in 2023;

(v)            elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021; and

(vi)          establish the overall compensation of the management and of the members of the Fiscal Council for the fiscal year of 2020.

(b)            Extraordinary General Meeting:

(i)              amend the Company's bylaws to, additionally to other minor adjustments of language and compensation highlighted in the Management Proposal:

(a)   amend the heading of article 5 in order to reflect the capital increases approved by the Board of Directors up to the date of the AGOE, within the authorized capital limit;

(b)  amend article 8 to make express reference to the other possibilities for using the authorized capital limit approved by the Board of Directors as set forth in Law No. 6,404/76;

(c)   amend articles 11, 15, 16, 17, 18 and 19 to adjust the composition of the Board of Directors;

(d)  amend article 21 to adjust the duties of the Board of Directors: and

(e)   amend articles 22 to 34, including new articles 25 and 34 and renumbering the other articles in order to restructure the composition of the Board of Executive Officers of the Company, establish the duties of the new positions and altering the name of certain already existent positions;

(ii)            consolidate the Company’s by-laws; and

(iii)          amend the Share-Based Compensation Plan currently in force, in order to increase the global volume of shares representing the Company’s capital stock that may be delivered to the participants of such plan from 0.3% to 3%.

General Information:

1.   On February 27, 2020 the following documents were published on the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”: (i) the annual management report; (ii) the financial statements regarding the fiscal year ended on December 31, 2019; (iii) the report of the independent accountant’s opinion; and (iv) the Fiscal Council’s opinion.

2.   The documents and information referred to above and those listed in CVM Ruling No. 481/09 were presented to the Comissão de Valores Mobiliários (“CVM”) by means of its information system Empresas.Net, in accordance with Article 6 of such Ruling, and are available to the shareholders at the Company’s headquarters, on its Investor Relations website (ri.ambev.com.br), and on the websites of B3 S.A. – Brasil, Bolsa Balcão (“B3”) (www.b3.com.br) and CVM (www.cvm.gov.br).

3.   The shareholder or its legal agent must present valid identification in order to vote at the AGOE. Proxies containing special powers for representation in the general meeting shall be deposited at the Company’s headquarters (att. Mrs. Letícia Rudge Barbosa Kina, Chief Legal Officer), at least three (3) business days prior to the date scheduled for the meetings.

4.   Shareholders taking part in the Registered Stocks Fungible Custody of B3 that plan on attending the AGOE shall submit a statement containing their respective stock ownership, issued by qualified entity, within forty-eight (48) hours prior to the meetings.

5.   The shareholder that wishes may opt to exercise its voting right through the distance voting system, under the terms of CVM Ruling No. 481/09, sending the correspondent distance voting instrument through its relevant custodian agents or directly to the Company, according to the instructions provided on item 12.2 of the Company’s Reference Form and the Management Proposal for the AGOE. Considering the current recommendations of the Health Ministry and the State Government of São Paulo for the prevention and confrontation of coronavirus (COVID-19), and aiming at the safety of its shareholders, the Company suggests that, if possible, preference should be given  to using the distance voting instruments for participating in the AGOE now convened, specially by sending such instruments through their service providers that are able to collect and transmit instructions for filling out the voting instruments (custodian or Banco Bradesco S.A., as the bookkeeper of the Company’s shares), given the greater simplicity of such procedure.

6.   Under the terms of article 3 of CVM Ruling No. 165/91 and article 4 of CVM Ruling No. 481/09, it is informed that the minimum percentage of equity interest held in the Company’s capital stock needed for submitting a request for adoption of the multiple voting process in the election of members of the Board of Directors is 5%.

São Paulo, March 24, 2020.

Victorio Carlos De Marchi

Co-Chairman of the Board of Directors