ARTICLE EIGHTEEN: Shareholders will meet in Ordinary and Extraordinary Meetings. The resolutions adopted, pursuant to these statutes, oblige the Board and the shareholders of the company.
ARTICLE NINETEEN: Shareholders will meet once a year in Ordinary Meetings within one semester of the balance sheet date in order to deal with matters that the law provides for such Boards, in accordance with the provisions of article Fifty-six of the Corporations Law, and any other matter whose knowledge is not reserved for an Extraordinary Meeting.
ARTICLE TWENTY: The Extraordinary Meetings may be held at any time, when required by social needs, to decide on any matter of law or the statutes delivered to the knowledge of shareholders meetings and provided that such matters are indicated in the corresponding summons. In accordance with Article Fifty-Seven of the Law on Corporations, the matters for Extraordinary Meetings are the following:
- The dissolution of the company;
- The transformation, merger or division of the society and the reform of its statutes;
- The issuance of bonds or debentures convertible into shares;
- The sale of the assets of the company in the terms set out in No. 9 of Article 67 of the Law on Corporations, or 50% or more of the liability;
- The granting of real or personal guarantees to secure obligations of third parties, unless these are subsidiaries, in which case the approval of the Board shall be sufficient;
- All other matters required by law or these bylaws apply to the knowledge or competence of the shareholders' meetings.
The matters referred to in paragraphs a) , b) , c) and d) may only be agreed in a meeting held before a notary, who must certify that the record is a true expression of what happened and agreed what was agreed upon at the meeting.
ARTICLE TWENTY-ONE: The Meetings shall be called by the Board of the Company. The Board shall convene:
- Ordinary meeting to be held within one semester following the date of the balance sheet, in order to meet all matters within its jurisdiction;
- Extraordinary meeting, provided that, in its' opinion, the interests of the Company justify such meeting;
- Ordinary or extraordinary meeting, as appropriate, when requested by shareholders representing at least ten percent of the issued shares with voting rights, and the matter be specified in the summons notice;
- Ordinary or extraordinary meeting, as applicable, when required by the Superintendence of Securities and Insurance, notwithstanding its power to summon directly.
The summons to the shareholders shall be effected through a prominent notice that will be published at least three times on different days in one of Santiago’s newspapers as determined by the shareholders at the time, manner and conditions determined by the Regulation on corporations. Also, summons will be sent by mail to each shareholder with a minimum of fifteen days, it must contain a reference to the matters to be discussed. Without limiting the foregoing, meetings may be validly held when all of the issued shares with voting rights attend, even if they haven’t complied with the formalities required for a summons.
ARTICLE TWENTY-TWO: The meetings shall be formed in the first summons, unless the law or these statutes provide for greater majorities, with an absolute majority of the outstanding shares entitled to vote, and in the second citation, with those present or represented whatever their number, and agreements by the absolute majority of the shares present or represented entitled to vote. Notices for the second summons may be published only after any failed celebration of a board meeting in the first call, and in any case, the new meeting should be cited to be held within forty- five days following the date fixed for the meeting that was not performed. The Meetings will be chaired by the President or by its stead, and the person designated for this purpose by the Board shall act as secretary.
ARTICLE TWENTY-THREE: Only holders of registered shares in the Share Registry five days prior to the date of when the respective meeting is held may participate in meetings and exercise their rights to speak and vote. In the elections that take place on meetings, shareholders may accumulate their votes for one person, or distribute them in the form of their own choosing and will be proclaimed elected the ones that in a single and same voting have the highest amount of votes until the number of seats are filled. However, with the unanimous agreement of the shareholders present, the vote may be omitted and an election by acclamation may be held. Shareholders may be represented at meetings by other shareholders or by a third party, owing the record a written mandate and understanding all of the shares of the holder of the Company.
ARTICLE TWENTY-FOUR: Extraordinary meeting agreements involving reforms of the bylaws or sanitation of the invalidity of modifications of them caused by procedural defects, should be adopted by an absolute majority of the outstanding shares entitled to vote. They require the vote of two- thirds of the outstanding shares entitled to vote, resolutions relating to the following matters:
- The transformation of the company, splitting it and its merger with another company;
- The modification of the duration of the company;
- The early dissolution of the company;
- The change of registered office;
- The reduction of social capital;
- Approval of contributions and inconsistent estimates of assets into cash;
- The modification of the powers reserved to the shareholders or limitations on the powers of the board;
- The decrease in the number of board members;
- The sale of 50% or more of its assets, whether or not including liabilities; as also the formulation or modification of any business plan which contemplates the disposition of assets in an amount that exceeds the above percentage. To this effect is presumed to constitute a single operation of disposal, those that are perfected by one or more acts relating to any social good, during any period of 12 consecutive months;
- The way of distributing social benefits;
- The granting of real or personal guarantees to secure third party's obligations exceeding 50% of assets, except when subsidiaries, case in which board approval is sufficient.
- The acquisition of shares of its own issue, under the conditions laid down in Articles 27A and 27B of the Companies Law;
- The reorganization of invalidity caused by procedural defects, allegedly vitiating the incorporation or an amendment to its bylaws comprising one or more subjects from those in the previous numbers.
Statute reforms aimed at creating, modifying or deleting preferences, must be approved by a vote of two- thirds of the shares of the series affected.
ARTICLE TWENTY-FIVE: All the deliberations and decisions of the meetings shall be registered and kept in an acts book, which will be led by the General Manager. The transcripts shall be signed by those who acted as President and Secretary of the Board, and three shareholders elected in it, or by all attendees if they were less than three. The transcript shall be considered approved from the time of its signing by the persons mentioned, and since that date the agreements which it referes to may be carried into effect.
