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

A Publicly-Held Company

NOTICE TO SHAREHOLDERS

We hereby announce to the shareholders of Ambev S.A. (the “Company”) that, as indicated in the Minutes of the Board of Directors’ Meeting held on May 16, 2017, the members of the Company’s Board of Directors approved, based on the Company’s extraordinary balance sheet dated April 30, 2017, the distribution of dividends in the amount of R$ 0.16 for each share of the Company, to be deducted from the results of the 2017 fiscal year and attributed to the minimum mandatory dividends for the same year. The distribution of dividends will be made without withholding income tax, pursuant to applicable law.

The aforementioned payment shall be made as from July 17, 2017 (ad referendum of the Annual Shareholders’ Meeting), considering the shareholding on and including June 23, 2017, with respect to BM&FBovespa, and June 28, 2017, with respect to the New York Stock Exchange, without any monetary adjustment. Shares and ADRs shall be traded ex-dividends as from and including June 26, 2017.

SERVICE TO SHAREHOLDERS

Shareholders who have already indicated a bank account shall have their credits available at the informed account.  Shareholders who have not provided such indication shall receive from Banco Bradesco S.A., as depositary bank, at their stated address, a notice containing information with respect to the payment. Such notice shall be presented at one of Banco Bradesco’s branches along with the appropriate deposit instructions.  Shareholders who hold their shares under a fiduciary custody arrangement shall have their proceeds available according to procedures adopted by the appropriate stock exchange.

São Paulo, May 16, 2017.

Ambev S.A.

Ricardo Rittes de Oliveira Silva

Investor Relations Officer