0000021344-14-000031.txt : 20140822 0000021344-14-000031.hdr.sgml : 20140822 20140822152706 ACCESSION NUMBER: 0000021344-14-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20140822 DATE AS OF CHANGE: 20140822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDINA BOTTLING CO INC CENTRAL INDEX KEY: 0000925261 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46909 FILM NUMBER: 141060219 BUSINESS ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5623380520 MAIL ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO STATE: F3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 404-676-2121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 SC 13D/A 1 andina13d-amendmentno13.htm SC 13D/A AMENDMENT NO. 13

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A [Rule 13d-101]

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 13) ^*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Embotelladora Andina S.A.

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

None *

(CUSIP Number)

* CUSIP number for American Depositary Shares representing

Series A Common Stock is

29081P 20 4

CUSIP number for American Depositary Shares representing

Series B Common Stock is

29081P 30 3

Bernhard Goepelt

Senior Vice President, General Counsel and Chief Legal Counsel

The Coca‑Cola Company

One Coca‑Cola Plaza

Atlanta, Georgia 30313

(404) 676‑2121

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 18, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), § 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

------------------------

^*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

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SCHEDULE 13D/A

CUSIP No. - None ⁽¹⁾ 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	THE COCA-COLA COMPANY 58-0628465
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) [ X ]
			(b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	N/A
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER  69,348,241 shares of Series A Common Stock, no par value, and  69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% of the shares of Series A Common Stock, no par value, outstanding; 14.7% of the shares of Series B Common Stock, no par value, outstanding (See Attachment B)
14	TYPE OF REPORTING PERSON* CO

----------------

⁽¹⁾ CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.

*SEE INSTRUCTIONS BEFORE FILLING OUT

2

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SCHEDULE 13D/A

CUSIP No. - None ⁽¹⁾ 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	THE COCA-COLA EXPORT CORPORATION 13-1525101
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) [ X ]
			(b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	N/A
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% of the shares of Series A Common Stock, no par value, outstanding; 14.7% of the shares of Series B Common Stock, no par value, outstanding (See Attachment B)
14	TYPE OF REPORTING PERSON* CO

----------------

⁽¹⁾ CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.

*SEE INSTRUCTIONS BEFORE FILLING OUT

3

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SCHEDULE 13D/A

CUSIP No. - None ⁽¹⁾ 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L. (TIN - N/A)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) [ X ]
			(b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	N/A
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% of the shares of Series A Common Stock, no par value, outstanding; 14.7% of the shares of Series B Common Stock, no par value, outstanding (See Attachment B)
14	TYPE OF REPORTING PERSON* OO (limited liability company)

----------------

⁽¹⁾ CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.

*SEE INSTRUCTIONS BEFORE FILLING OUT

4

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SCHEDULE 13D/A

CUSIP No. - None ⁽¹⁾ 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	COCA-COLA DE CHILE S.A. (TIN - N/A)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) [ X ]
			(b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	N/A
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Chile
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   69,348,241 shares of Series A Common Stock, no par value, and   69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER  69,348,241 shares of Series A Common Stock, no par value, and  69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    69,348,241 shares of Series A Common Stock, no par value, and    69,348,241 shares of Series B Common Stock, no par value   (See Attachment A)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% of the shares of Series A Common Stock, no par value, outstanding; 14.7% of the shares of Series B Stock, no par value, outstanding (See Attachment B)
14	TYPE OF REPORTING PERSON* CO

----------------

⁽¹⁾ CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.

*SEE INSTRUCTIONS BEFORE FILLING OUT

5

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ATTACHMENT A

Coca-Cola de Chile S.A. (“CC Chile”) owns directly 67,938,179 shares of Series A Common Stock, no par value (“Series A Stock”), and 67,938,179 shares of Series B Common Stock, no par value (“Series B Stock”), of Embotelladora Andina S.A. (“Andina”).

Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.) (“CC Argentina”) owns directly 1,410,062 shares of Series A Stock and 1,410,062 shares of Series B Stock of Andina.

CC Chile and CC Argentina are direct subsidiaries of The Coca‑Cola Export Corporation; and The Coca-Cola Export Corporation is a direct wholly owned subsidiary of The Coca‑Cola Company.

6

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ATTACHMENT B

The reporting persons have been informed by Andina that a total of 473,289,301 shares of Series A Stock and a total of 473,281,303 shares of Series B Stock were outstanding as of August 18, 2014.

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AMENDMENT NO. 13

TO

STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2

OF THE

GENERAL RULES AND REGULATIONS

UNDER THE

SECURITIES EXCHANGE ACT OF 1934

    

This Amendment No. 13 amends and supplements the original Schedule 13D filed on September 16, 1996 by The Coca-Cola Company and certain of its subsidiaries, as amended by Amendments No. 1 through No. 12 (as further amended by this Amendment No. 13, the “Schedule 13D”).

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated as follows:

This statement is being filed by The Coca‑Cola Company (“KO”), KO’s direct wholly owned subsidiary The Coca‑Cola Export Corporation (“Export”), a Delaware corporation having its principal executive offices at One Coca‑Cola Plaza, Atlanta, Georgia 30313, telephone (404) 676‑2121; and by KO’s indirect wholly owned subsidiaries Coca-Cola de Chile S.A. (“CC Chile”), a company organized under the laws of the Republic of Chile having its principal executive offices at Av. Presidente Kennedy 5757, Piso 12, Las Condes, Santiago, Chile, telephone 56 2 426 3000, and Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca‑Cola de Argentina S.A.) (“CC Argentina”), a limited liability company organized under the laws of the Republic of Argentina having its principal executive offices at Paraguay 733, 1057, Buenos Aires, Argentina, telephone 541‑319‑2000 (CC Argentina, CC Chile, Export and KO are herein collectively referred to as the “Reporting Persons”).

KO is the world's largest beverage company. KO owns or licenses and markets more than 500 nonalcoholic beverage brands, primarily sparkling beverages, but also a variety of still beverages such as waters, enhanced waters, juices and juice drinks, ready-to-drink teas and coffees, and energy and sports drinks. KO owns and markets four of the world's top five nonalcoholic sparkling beverage brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing KO's trademarks, sold in the United States since 1886, are now sold in more than 200 countries.

Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Exhibit 99.1 attached hereto (which replaces in its entirety the previously filed Exhibit 99.1), including each director's and executive officer's business address, present principal occupation or employment, citizenship and other information.

None of the Reporting Persons nor, to the best of their knowledge, any director, executive officer or controlling person of any of the Reporting Persons has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding any Reporting Person or any director, executive officer or controlling person of any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented by adding to the information previously filed under this Item the following:

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AMENDMENT TO THE RESTATED SHAREHOLDERS’ AGREEMENT

As previously reported in Amendment No. 10 and Amendment No. 11, Interamerican, CC Chile and CC Argentina (the “KO Shareholders”); Freire and Los Aromos Limitada (the “Majority Shareholders”); and the following individuals who are beneficial owners of the Majority Shareholders: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado (such individuals are collectively referred to as the “Majority Shareholders Partners”), entered into an Amended and Restated Shareholders' Agreement dated as of June 25, 2012, amended as of August 31, 2012 (the “Restated Shareholders' Agreement”) providing, among other things, for certain restrictions on the transfer, rights of first refusal, rights of first offer, put rights and preemptive rights with respect to shares of Andina capital stock and for certain corporate governance matters. Certain of the terms of the Restated Shareholders' Agreement are described in Amendment No. 10.

As previously reported in Amendment No. 11, pursuant to letters dated October 1, 2012, the following corporations spun-off from Freire One: Inversiones Freire Alfa S.A. (“Freire Alfa”), Inversiones Freire Beta S.A. (“Freire Beta”), Inversiones Freire Gamma S.A. (“Freire Gamma”) and Inversiones Freire Delta S.A. (“Freire Delta”), and the following corporations spun-off from Freire Two: Inversiones Freire Dos Alfa S.A. (“Freire Dos Alfa”), Inversiones Freire Dos Beta S.A. (“Freire Dos Beta”), Inversiones Freire Dos Gamma S.A. (“Freire Dos Gamma”) and Inversiones Freire Dos Delta S.A. (“Freire Dos Delta”), became members of the Freire Group under the Restated Shareholders' Agreement.

In addition, on December 26, 2012, Coca-Cola Interamerican Corporation, a wholly owned subsidiary of The Coca-Cola Company and CC Chile gave notice to the rest of the parties to the Restated Shareholders' Agreement that on that same date Interamerican transferred to CC Chile all of theshares owned by it subject to the Restated Shareholders Agreement pursuant to a permitted transfer under the Restated Shareholders' Agreement.

As contemplated by the Restated Shareholders' Agreement, Inversiones Las Aromos Limitada (“Los Aromos”) underwent a corporate restructuring (the “Aromos Restructuring”), as a result of which the following companies were spun off from Los Aromos: Inversiones Las Gaviotas Dos Limitada, Inversiones Playa Negra Dos Limitada, Inversiones El Campanario Limitada (formerly named Inversiones El Campanario Dos Limitada), Inversiones Las Viñas Dos Limitada, Inversiones Don Alfonso Limitada (formerly named Inversiones Don Alfonso Dos Limitada) and Inversiones Los Robles Dos Limitada (these companies jointly the “Aromos Group”) and acquired shares of Series A Stock of Andina by way of allocations made by Los Aromos, and as required by the Restated Shareholder’s Agreement, by letter dated on or about September 9, 2013, these companies agreed to be bound by the terms and provisions of the Restated Shareholders’ Agreement and to be deemed to be the successors of Los Aromos under the Restated Shareholder’s Agreement.

Further, the following corporate restructuring took place: Freire Alfa and Freire Dos Alfa merged into Inversiones SH Seis Limitada (“SH Seis”); Freire Beta and Freire Dos Beta merged into Inversiones Cabildo SpA (“Cabildo”); Freire Gamma was restructured and changed its name to Inversiones El Olivillo Limitada (“El Olivillo”); Freire Dos Gamma was restructured and changed its name to Inversiones Alerce Limitada (“Alerce”); Freire Delta merged into Inversiones Nueva Delta S.A. (“Nueva Delta”); and Freire Dos Delta merged into Inversiones Nueva Delta Dos S.A. (“Nueva Delta Dos”). As a result of this restructuring, SH Seis, Cabildo, El Olivillo, Alerce, Nueva Delta and Nueva Delta Dos (the “New Members of the Freire Group”) own shares of Series A Stock of Andina by way of allocations made by Freire Alfa, Freire Dos Alfa, Freire Beta, Freire Dos Beta, Freire Gamma, Freire Dos Gamma, Freire Delta and Freire Dos Delta, respectively.

The beneficial owners of SH Seis are Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Bárbara Said Handal, Marisol Said Handal and Cristina Said Handal. The beneficial owners of Cabildo are José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía. The beneficial owners of El Olivillo and Alerce are Alberto Hurtado Fuenzalida, Pamerla Hurtado Berger and Madeline Hurtado Berger. The beneficial owners of Nueva Delta and Nueva Delta Dos are José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva.

9

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Effective as of August 18, 2014, the KO Shareholders, the other parties to the Restated Shareholders Agreement and the New Members of the Freire Group, and their respective beneficial owners entered into a Second Amendment to Restated Shareholders’ Agreement, whereby the New Members of the Freire Group agreed to be bound by the terms and provisions of the Restated Shareholders’ Agreement, and each of the beneficial owners of the New Members of the Freire Group agreed to be bound by the undertakings of the Majority Shareholders Partners set forth in section 5.7 of the Restated Shareholders' Agreement.

A copy of the Second Amendment to the Restated Shareholders' Agreement and copies of the letters of adherence to the Restated Shareholders' Agreement are attached as Exhibits 99.2 and 99.3, respectively, and such documents are incorporated by reference herein.

AMENDMENT TO THE OPTION AGREEMENT

As previously reported in Amendment No. 11, the KO Shareholders, the Freire Group entities and Andina, among others, entered into a Stock Purchase Option Agreement and Custody Agreement dated as of September 5, 1996 (the “Option Agreement”), amended as of December 17, 1996, September 28, 2012 and October 1, 2012. Further, on December 26, 2012, an amendment of the Option Agreement was executed whereby as a consequence of the transfer by Interamerican to CC Chile of all of the shares subject to the Restated Shareholders' Agreement, as reported in Amendment No. 12, Interamerican transferred to CC Chile all its right and obligations (except as Depositary) under the Option Agreement.

As contemplated and required by the Option Agreement, and due to the Aromos Restructuring, by letter dated on or about September 9, 2013, the companies derived from the Aromos Restructuring, agreed to be bound by the terms and provisions of the Option Agreement and to be deemed to be the successors of Los Aromos under the Option Agreement.

Effective as of August 18, 2014, the KO Shareholders, the other parties to the Option Agreement and the New Members of the Freire Group, entered into an amendment of the Option Agreement, pursuant to which, among other matters, to expressly state that (i) SH Seis, Cabildo, Nueva Delta, and Nueva Delta Dos be added as parties to the Option Agreement, and that said corporations take on all rights granted to and obligations undertaken by, Freires Alfa, Freire Dos Alfa, Freire Beta, Freire Dos Beta, Freire Delta and Freire Dos Delta, as applicable, under the Option Agreement; and (ii) El Olivillo and Alerce are the successors of Freire Gamma and Freire Dos Gamma, and as such they are parties to the Option Agreement, and that all rights granted to and obligations undertaken by Freire Gamma and Freire Dos Gamma correspond to El Olivillo and Alerce, as applicable, under the Option Agreement.

A copy of the Amendment to Option Agreement, translated from Spanish, is attached as Exhibit 99.4, and copies of the letters of adherence to the Option Agreement, translated from Spanish, are attached as Exhibit 99.5, and such documents are incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended and supplemented by adding to the information previously filed under this Item the following:

        

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EXHIBIT NO.	DESCRIPTION
Exhibit 99.1	Directors and Executive Officers of the Reporting Persons
Exhibit 99.2	Second Amendment to Amended and Restated Shareholders’ Agreement
Exhibit 99.3	Letters of Adherence to Amended and Restated Shareholders’ Agreement
Exhibit 99.4	Amendment to Option Agreement and Custody Agreement [Translated from Spanish]
Exhibit 99.5	Letters of Adherence to Option Agreement [Translated from Spanish]

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

11

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Date: August 18, 2014	THE COCA-COLA COMPANY By:   /s/ Bernhard Goepelt_______________________ Name: Bernhard Goepelt Title: Senior Vice President, General Counsel             and Chief Legal Counsel
Date: August 18, 2014	THE COCA-COLA EXPORT CORPORATION By:  /s/ Bernhard Goepelt_______________________ Name: Bernhard Goepelt Title: Vice President and General Counsel
Date: August 18, 2014	COCA-COLA INTERAMERICAN CORPORATION By: /s/ Robert J. Jordan. Jr._________________ Name: Robert J. Jordan, Jr. Title: Vice President and General Counsel
Date: August 18, 2014	COCA-COLA DE CHILE S.A. By:  /s/ Jorge Gunduño Chavero Name: Jorge Gunduño Chavero Title: General Manager
Date: August 18, 2014	SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L. By:   /s/ John Murphy Name: John Murphy Title: Manager

12

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
Exhibit 99.1	Directors and Executive Officers of the Reporting Persons
Exhibit 99.2	Second Amendment to Amended and Restated Shareholders' Agreement
Exhibit 99.3	Letters of Adherence to Amended and Restated Shareholders' Agreement
Exhibit 99.4	Amendment to Option Agreement and Custody Agreement [Translated from Spanish]
Exhibit 99.5	Letters of Adherence to Option Agreement [Translated from Spanish]

13

EX-99.1 2 exhibit991directorsexecuti.htm DIRECTORS AND EXECUTIVE OFFICERS

	EXHIBIT 99.1

DIRECTORS AND EXECUTIVE OFFICERS AND/OR MANAGERS OF REPORTING PERSONS

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company and The Coca-Cola Export Corporation; and the directors and/or managers of Coca-Cola de Chile S.A. and Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.). Except as indicated below, each such person is a citizen of the United States. None of the directors, executive officers and managers named below beneficially own any Common Stock of Embotelladora Andina S.A. Directors of a named corporation who are also executive officers of that corporation are indicated by an asterisk. Except as indicated below, the business address of each director, executive officer and manager named below is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF THE COCA-COLA COMPANY

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Muhtar Kent*	Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
Herbert A. Allen	President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm	Allen & Company Incorporated 711 Fifth Avenue New York, NY 10022
Ronald W. Allen	Chairman of the Board, President and Chief Executive Officer of Aaron’s Inc.	Aaron’s, Inc. 309 East Paces Ferry Road Suite 1100 Atlanta, GA 30305
Ana Patricia Botín	Chief Executive Officer and a Director of Santander UK plc, a leading financial services provider in the United Kingdom, and a subsidiary of Banco Santander, S.A., a global multinational bank Ms. Botín is a citizen of Spain.	Santander UK plc 2 Triton Square Regent’s Place London NW1 3AN United Kingdom
Howard G. Buffett	President of Buffett Farms and President of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on agriculture, nutrition, water and conservation	Howard G. Buffett Foundation 145 North Merchant Street Decatur, IL 62523
Richard M. Daley	Managing Principal of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment	Tur Partners LLC 900 N. Michigan Avenue Suite 1720 Chicago, IL 60611
Barry Diller	Chairman of the Board and Senior Executive of IAC/InterActiveCorp, an interactive commerce company	IAC/InterActiveCorp 555 West 18th Street New York, NY 10011
Helene D. Gayle	President and Chief Executive Officer of CARE USA, a leading international humanitarian organization	CARE USA 151 Ellis Street, N.E. Atlanta, GA 30303

1

[Andina 13D/A – No. 13 (Ex. 99.1)

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NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Evan G. Greenberg	Chairman, President and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance organization	ACE Group 1133 Avenue of the Americas 45th Floor New York, NY 10036
Alexis M. Herman	Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company	New Ventures, LLC 633 Pennsylvania Avenue, NW 3rd Floor Washington, D.C. 20004
Robert A Kotick	President, Chief Executive Officer and a Director of Activision Blizzard, Inc., an interactive entertainment software company	Activision Blizzard, Inc. 3100 Ocean Park Boulevard Santa Monica, CA 90405
Maria Elena Lagomasino	Chief Executive Officer and Managing Partners of WE Family Offices, a multi-family office serving global high net worth families	WE Family Offices Rockefeller Center 1270 Avenue of the Americas Suite 2101 New York, NY 10020
Sam Nunn	Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical warfare	Sam Nunn School of International Affairs Georgia Institute of Technology 781 Marietta Street, N.W. Atlanta, GA 30318
James D. Robinson III	Co-Founder and General Partner of RRE Ventures, LLC, a private information technology-focused venture capital firm, and President, JD Robinson, Inc., a strategic advisory firm	RRE Ventures, LLC 130 East 59th Street, 17th Floor New York, NY 10022
Peter V. Ueberroth	Investor and Chairman of the Contrarian Group, Inc. a business management company	The Contrarian Group, Inc. 5 San Joaquin Plaza Suite 330 Newport Beach, CA 92660

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[Andina 13D/A – No. 13 (Ex. 99.1)

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EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Muhtar Kent	Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
Ahmet C. Bozer	Executive Vice President of The Coca-Cola Company and President of Coca-Cola International
Alexander B. Cummings	Executive Vice President and Chief Administrative Officer of The Coca-Cola Company
J. Alexander M. Douglas, Jr.	Senior Vice President and Global Chief Customer Officer of The Coca-Cola Company and President of Coca-Cola North America
Ceree Eberly	Senior Vice President and Chief People Officer of The Coca-Cola Company
Irial Finan	Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain Mr. Finan is a citizen of Ireland.
Bernhard Goepelt	Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company Mr. Goepelt is a citizen of Germany.
Nathan Kalumbu	President of the Eurasia and Africa Group of The Coca-Cola Company   Mr. Kalumbu is a citizen of Zimbabwe.
James Quincey	President of the Europe Group of The Coca-Cola Company   Mr. Quincey is a citizen of the United Kingdom.
Atul Singh	Group President of Asia for The Coca-Cola Company
Brian Smith	President of the Latin America Group of The Coca-Cola Company
Joseph V. Tripodi	Executive Vice President and Chief Marketing and Commercial Officer of The Coca-Cola Company

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[Andina 13D/A – No. 13 (Ex. 99.1)

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NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Clyde C. Tuggle	Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company
Kathy N. Waller	Executive Vice President and Chief Financial Officer of The Coca-Cola Company
Guy Wollaert	Senior Vice President and Chief Technical and Innovation Officer of The Coca-Cola Company Mr. Wollaert is a citizen of Belgium.

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[Andina 13D/A – No. 13 (Ex. 99.1)

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DIRECTORS OF THE COCA-COLA EXPORT CORPORATION

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Robert J. Jordan, Jr.*	Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*	Vice President and Controller of The Coca-Cola Company

EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION (“TCCEC”)

NAME AND POSITION WITH TCCEC	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Muhtar Kent President and Chief Executive Officer	Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
Bernhard Goepelt Vice President and General Counsel	Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company Mr. Goepelt is a citizen of Germany.
Marie D. Quintero-Johnson Vice President	Vice President and Director, Mergers and Acquisitions, The Coca-Cola Company
Robert J. Jordan, Jr. Vice President and General Tax Counsel	Vice President and General Tax Counsel of The Coca-Cola Company
Stephen A. Kremer Vice President	Deputy General Tax Counsel of The Coca-Cola Company
Larry M. Mark Vice President and Controller	Vice President and Controller of The Coca-Cola Company
Robin Moore Vice President	Vice President of The Coca-Cola Company
Christopher P. Nolan Vice President and Treasurer	Vice President and Treasurer of The Coca-Cola Company
Kathy N. Waller Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of The Coca-Cola Company

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[Andina 13D/A – No. 13 (Ex. 99.1)

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MANAGERS OF SERVICIOS y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Eugenio Bedolla Manager	Finance Manager, Latin America Group, South Latin Business Unit of The Coca-Cola Company Mr. Bedolla is a citizen of Mexico.	Paraguay 733 Buenos Aires C1057AAI ARGENTINA
Roberto Tueber Chavez Manager	Technical Vice President, South Latin Business Unit of The Coca-Cola Company Mr. Chavez is a citizen of Chile.	Paraguay 733 Buenos Aires C1057AAI ARGENTINA
John Murphy Manager	President, South Latin Business Unit, Latin America Group of The Coca-Cola Company Mr. Murphy is a citizen of Ireland.	Paraguay 733 Buenos Aires C1057AAI ARGENTINA
Dino Troni Manager	General Manager, Argentina FU, South Latin Business Unit of The Coca-Cola Company Mr. Troni is a citizen of Chile.	Paraguay 733 Buenos Aires C1057AAI ARGENTINA
Ruben Asorey Alternate Manager	Outside counsel to The Coca-Cola Company Mr. Asorey is a citizen of Argentina.	Asorey & Navarrine Cerrito 1136 – Piso 10 Buenos Aires C1010AAX ARGENTINA

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[Andina 13D/A – No. 13 (Ex. 99.1)

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DIRECTORS OF COCA-COLA DE CHILE S.A.

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
John Murphy	President South Latin Business Unit of The Coca-Cola Company Mr. Murphy is a citizen of Ireland.	Paraguay 733 Buenos Aires C1057AAI ARGENTINA
Jorge Garduño	General Manager, Chile The Coca-Cola Company Mr. Garduño is a citizen of Mexico.	Chile Region Office Avda. Kennedy 5757 - Piso 12 Santiago de Chile CHILE
Alfredo Canales Dávila	Finance Manager, Chile The Coca-Cola Company Mr. Canales is a citizen of Mexico.	Chile Region Office Avda. Kennedy 5757 – Piso 12 Santiago de Chile CHILE

EXECUTIVE OFFICERS OF COCA-COLA DE CHILE S.A. (“Coca-Cola Chile”)

NAME AND POSITION WITH COCA-COLA CHILE	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Jorge Garduño General Manager	General Manager, Chile of The Coca-Cola Company Mr. Garduño is a citizen of Mexico.	Chile Region Office Avda. Kennedy 5757 - Piso 12 Santiago de Chile CHILE

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[Andina 13D/A – No. 13 (Ex. 99.1)

EX-99.2 3 exhibit992secondamendmentt.htm SECOND AMENDMENT TO SHAREHOLDERS' AGREEMENT

English Translation from Spanish (The original will be provided upon the request of the Commission).
				Exhibit 99.2

Execution Version

                                        

SECOND AMENDMENT TO THE

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of this 18^th day of August, 2014, by and among:

EMBOTELLADORA ANDINA S.A., a corporation organized under the laws of Chile (“Andina”);

THE COCA‑COLA COMPANY, a corporation organized under the laws of Delaware, U.S.A. (“KO”);

SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL, a corporation organized under the laws of Argentina (“SPBR”);

COCA‑COLA DE CHILE S.A., a corporation organized under the laws of Chile (“CCDC”, and collectively with KO and SPBR hereinafter referred to as the “KO Shareholders”);

INVERSIONES FREIRE S.A. (“Freire One”), a corporation organized under the laws of Chile;

INVERSIONES FREIRE DOS S.A. (“Freire Two”), a corporation organized under the laws of Chile;

INVERSIONES SH SEIS LIMITADA, a limited liability company organized under the laws of Chile (“SH Seis”), as successor of INVERSIONES FREIRE ALFA S.A. (“Freire Alfa”) and INVERSIONES FREIRE DOS ALFA S.A. (“Freire Two Alfa”);

INVERSIONES CABILDO SpA, a stock company organized under the laws of Chile (“Cabildo”), as successor of INVERSIONES FREIRE BETA S.A. (“Freire Beta”) and INVERSIONES FREIRE DOS BETA S.A. (“Freire Two Beta”);

INVERSIONES EL OLIVILLO LIMITADA, a limited liability company organized under the laws of Chile (“El Olivillo”), formerly named INVERSIONES FREIRE GAMMA S.A. (“Freire Gamma”);

INVERSIONES ALERCE LIMITADA, a limited liability company organized under the laws of Chile (“Alerce”), formerly named INVERSIONES FREIRE DOS GAMMA S.A. (“Freire Two Gamma”);

Classified - Confidential

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INVERSIONES NUEVA DELTA S.A., a corporation organized under the laws of Chile (“Nueva Delta”), as successor of INVERSIONES FREIRE DELTA S.A. (“Freire Delta”);

INVERSIONES NUEVA DELTA DOS S.A., a corporation organized under the laws of Chile (“Nueva Delta Dos”), as successor of INVERSIONES FREIRE DOS DELTA S.A. (“Freire Two Delta”), a corporation organized under the laws of Chile (hereinafter SH Seis, Cabildo, El Olivillo, Alerce, Nueva Delta and Nueva Delta Dos, the “New Members of the Freire Group”);

INVERSIONES LOS AROMOS LIMITADA (“Los Aromos”), a limited liability company organized under the laws of Chile;

INVERSIONES LAS GAVIOTAS DOS LIMITADA (“Las Gaviotas”), a limited liability company organized under the laws of Chile;

INVERSIONES PLAYA NEGRA DOS LIMITADA (“Playa Negra”), a limited liability company organized under the laws of Chile;

INVERSIONES EL CAMPANARIO LIMITADA, formerly named INVERSIONES EL CAMPANARIO DOS LIMITADA (“Campanario”), a limited liability company organized under the laws of Chile;

INVERSIONES LAS VIÑAS DOS LIMITADA (“Las Viñas”), a limited liability company organized under the laws of Chile;

INVERSIONES DON ALFONSO LIMITADA, formerly named INVERSIONES DON ALFONSO DOS LIMITADA (“Don Alfonso”) a limited liability company organized under the laws of Chile;

INVERSIONES LOS ROBLES DOS LIMITADA (“Los Robles”), a limited liability company organized under the laws of Chile;

and the following individuals: (a) José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía; (b) José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva; (c) Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal; (d) Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger; and (e) Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado.

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W I T N E S S E T H:

WHEREAS, on June 25, 2012, an Amended and Restated Shareholders’ Agreement related to Andina was entered into (the “Amended SHA”, as amended as of August 31, 2012) by and among Andina, CCDC, Coca-Cola Interamerican Corporation (which on December 26, 2012, transferred all of its shares of Andina to CCDC), SPBR, Freire One (which was subject to a corporate restructuring whereby Freire Alfa, Freire Beta, Freire Gamma and Freire Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA), Freire Two (which was subject to a corporate restructuring whereby Freire Two Alfa, Freire Two Beta, Freire Two Gamma and Freire Two Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA), and Los Aromos (which was subject to a corporate restructuring whereby Las Gaviotas, Playa Negra, Campanario, Las Viñas, Don Alfonso and Los Robles were formed and all of the shares of Andina were allocated among these companies, which on September 9, 2013 agreed to become bound by the Amended SHA).

WHEREAS, each of Freire Alfa, Freire Beta, Freire Gamma, Freire Delta, Freire Two Alfa, Freire Two Beta, Freire Two Gamma and Freire Two Delta was subject to the following corporate restructuring:

(i) Freire Alfa and Freire Two Alfa merged into SH Seis, and as a result SH Seis owns 50,001,644 Series A Stock previously held by Freire Alfa and Freire Two Alfa;

(ii) Freire Beta and Freire Two Beta merged with Cabildo, and as a result Cabildo owns 50,001,644 Series A Stock previously held by Freire Beta and Freire Two Beta,

(iii) Freire Gamma was renamed as El Olivillo, which owns 46,426,645 Series A Stock;

(iv) Freire Two Gamma was renamed as Alerce, which owns 3,574,999 Series A Stock;

(v) Freire Delta merged with Nueva Delta, and as a result Nueva Delta owns 46,426,645 Series A Stock previously held by Freire Delta, and

(vi) Freire Two Delta merged with Nueva Delta Dos, and as a result Nueva Delta Dos owns 3,574,999 Series A Stock previously held by Freire Two Delta (all of the shares of Series A Stock previously indicated hereinafter referred to as the “Transferred Shares”).

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree to amend the Amended SHA, in order to include the New Members of the Freire Group as parties to the Amended SHA, and their beneficial owners as Majority Shareholders Partners thereunder, as follows:

1.Representations and warranties.

1.1.    Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal represent and warrant (i) to be the exclusive and sole beneficial owners of SH Seis, and (ii) that SH Seis is the legal successor of Freire

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Alfa and Freire Two Alfa, owning 50,001,644 Series A Stock previously held by Freire Alfa and Freire Two Alfa.

1.2.    José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía represent and warrant (i) to be the exclusive and sole beneficial owners of Cabildo, and (ii) that Cabildo is the legal successor of Freire Beta and Freire Two Beta, owning 50,001,644 Series A Stock previously held by Freire Beta and Freire Two Beta.

1.3.    Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger represent and warrant (i) to be the exclusive and sole beneficial owners of El Olivillo and Alerce; (ii) that El Olivillo is the same entity formerly known as Freire Gamma, owning 46,426,645 Series A Stock; and (iii) that Alerce is the same entity formerly known as Freire Two Gamma, owning 3,574,999 Series A Stock.

1.4.     José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva represent and warrant (i) to be the exclusive and sole beneficial owners of Nueva Delta and Nueva Delta Dos, (ii) that Nueva Delta is the legal successor of Freire Delta, owning 46,426,645 Series A Stock previously held by Freire Delta, and (iii) that Nueva Delta Dos is the legal successor of Freire Two Delta, owning 3,574,999 Series A Stock previously held by Freire Two Delta.

2.Undertakings.

2.1.    SH Seis agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Freire Alfa and Freire Dos Alfa under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

2.2.    Cabildo agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Freire Beta and Freire Dos Beta under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

2.3.    Nueva Delta agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Freire Delta under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

2.4.    Nueva Delta Dos agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Freire Dos Delta under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

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2.5.    El Olivillo agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Freire Gamma under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

2.6.    Alerce agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Freire Dos Gamma under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

2.7.    Each of the beneficial owners of the New Members of the Freire Group agrees to be bound by the undertakings of the Majority Shareholders Partners set forth in Section 5.7 of the Amended SHA.

3.Amendments to the Amended SHA. In consideration of the representation of warranties made by the beneficial owners of the New Members of the Freire Group and the undertakings of Section 1 above, the parties hereto agree the following:

3.1    Each New Members of the Freire Group has become a member of the Freire Group under the Amended SHA, as defined therein. Therefore, as of this date the Freire Group shall be formed by the following members: (i) Freire One, (ii) Freire Two, (iii) SH Seis, (iv) Cabildo, (v) Nueva Delta, (vi) Nueva Delta Dos, (vii) El Olivillo and (viii) Alerce.

3.2.    The beneficial owners of the New Members of the Freire Group are included as of this date as Majority Shareholders Partners under the Amended SHA, as defined therein. Therefore, as of this date the Majority Shareholders Partners shall be formed by the following individuals, which are the current sole and exclusive beneficial owners of the Majority Shareholders: (a) José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía; (b) José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva; (c) Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal; (d) Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger; and (e) Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado.

For this purpose, Annex I of the Amended SHA is replaced by Annex I hereto.

4.Consent to Jurisdiction. For the avoidance of doubt, each of the parties hereby irrevocable consents and agrees that any Legal Dispute may be brought to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, New York, United States of America or, in the event (but only in the event) such court does not

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Execution Version

have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the City of New York, New York, United States of America.

5.Definitions. Any capitalized terms used in this Amendment but not defined herein shall have the meanings provided for in the Amended SHA.

6.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument.

7.Except as expressly amended hereby, none of the rights or obligations of the parties pursuant to the Amended SHA, neither the remaining clauses of the Amended SHA shall be amended, modified, waived, terminated or otherwise affected in any manner whatsoever.

[Remainder of page left blank. Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day first above written.

EMBOTELLADORA ANDINA S.A.

By: /s/ Jaime Cohen Arancibia

Name: Jaime Cohen Arancibia

Title:

By: /s/ Andrés Wainer Pollack            

Name: Andrés Wainer Pollack

Title: CFO

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THE COCA–COLA COMPANY

By: /s/ Robert J. Jordan, Jr.

Name: Robert J. Jordan, Jr.

Title: Vice President and General Tax Counsel

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SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL

By: /s/ Sylvia Chamorro Giné

Name: Sylvia Chamorro Giné

Title: Attorney-in-fact

COCA-COLA DE CHILE S.A.

By: /s/ Jorge Garduño Chavero

Name: Jorge Garduño Chavero

Title: General Manager

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Execution Version

INVERSIONES FREIRE S.A.
By: /s/ José Antonio Garcés Silva (Senior)	By: /s/ Signature Illegible
Name: José Antonio Garcés Silva (Senior)	Name:
Title: President	Title:
INVERSIONES FREIRE DOS S.A.
By: /s/ José Antonio Garcés Silva (Senior)	By: /s/ Signature Illegible
Name: José Antonio Garcés Silva (Senior)	Name:
Title: President	Title:

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INVERSIONES SH SEIS LIMITADA
By: /s/ Gonzalo Sais Handal	By:  /s/ Arturo Ricke Guzmán
Name: Gonzalo Sais Handal	Name: Arturo Ricke Guzmán
Title:	Title:

/s/ Gonzalo Said Handal            

GONZALO SAID HANDAL

/s/Jamie Said Handal            

JAIME SAID HANDAL

/s/ Javier Said Handal            

JAVIER SAID HANDAL

/s/ Barbara Said Handal        

BARBARA SAID HANDAL

/s/ Marisol Said Handal        

MARISOL SAID HANDAL

/s/ Cristina Said Handal        

CRISTINA SAID HANDAL

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Execution Version

INVERSIONES CABILDO SpA
By: /s/ Salvador Said Somavía	By: /s/ Rodrigo Muñoz Muñoz
Name: Salvador Said Somavía	Name: Rodrigo Muñoz Muñoz
Title: Apoderado	Title: Apoderado

        

/s/ José Said Saffie            

JOSÉ SAID SAFFIE

/s/ Isabel Margarita Somavía Dittborn    

ISABEL MARGARITA SOMAVÍA DITTBORN

/s/ Salvador Said Somavía        

SALVADOR SAID SOMAVÍA

/s/ Isabel Said Somavía        

ISABEL SAID SOMAVÍA

/s/ Constanza Said Somavía        

CONSTANZA SAID SOMAVÍA

/s/ Loreto Said Somavía        

LORETO SAID SOMAVÍA

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Execution Version

INVERSIONES EL OLIVILLO LIMITADA
By: /s/ Alberto Hurtado Fuenzalida	By: /s/ Madeline Hurtado Berger
Name: Alberto Hurtado Fuenzalida	Name: Madeline Hurtado Berger
Title:	Title:
INVERSIONES ALERCE LIMITADA
By: /s/ Alberto Hurtado Fuenzalida	By: /s/ Madeline Hurtado Berger
Name: Alberto Hurtado Fuenzalida	Name: Madeline Hurtado Berger
Title:	Title:

    

        

                        

/s/ Alberto Hurtado Fuenzalida    

ALBERTO HURTADO FUENZALIDA

/s/ Pamela Hurtado Berger        

PAMELA HURTADO BERGER

/s/ Madeline Hurtado Berger        

MADELINE HURTADO BERGER

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Execution Version

INVERSIONES NUEVA DELTA S.A.
By: /s/ José Antonio Garcés Silva (Senior)	By: /s/ José Antonio Garcés Silva (Junior)
Name: José Antonio Garcés Silva (Senior)	Name: José Antonio Garcés Silva (Junior)
Title:	Title:
INVERSIONES NUEVA DELTA DOS S.A.
By: /s/ José Antonio Garcés Silva (Senior)	By: /s/ José Antonio Garcés Silva (Junior)
Name: José Antonio Garcés Silva (Senior)	Name: José Antonio Garcés Silva (Junior)
Title: President	Title:

/s/ José Antonio Garcés Silva     (Senior)        

JOSÉ ANTONIO GARCÉS SILVA (SENIOR)

/s/ María Teresa Silva Silva            

MARÍA TERESA SILVA SILVA

/s/ María Teresa Garcés Silva        

MARÍA TERESA GARCÉS SILVA

/s/ María Paz Garcés Silva            

MARÍA PAZ GARCÉS SILVA

/s/ José Antonio Garcés Silva            

JOSÉ ANTONIO GARCÉS SILVA (JUNIOR)

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/s/ Matías Alberto Garcés Silva        

MATÍAS ALBERTO GARCÉS SILVA

/s/ Andrés Sergio Garcés Silva        

ANDRÉS SERGIO GARCÉS SILVA

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INVERSIONES LOS AROMOS LIMITADA
By: /s/ Patricia Claro Marchant	By: /s/ Eduardo Chadwick Claro
Name: Patricia Claro Marchant	Name: Eduardo Chadwick Claro
Title:	Title:
By: /s/ María de la Luz Chadwick Hurtado
Name: María de la Luz Chadwick Hurtado
Title:

                        

INVERSIONES LAS GAVIOTAS DOS LIMITADA

By: /s/Andrés Herrera Ramírez

Name: Andrés Herrera Ramírez

Title:

INVERSIONES PLAYA NEGRA DOS LIMITADA

By: /s/ Patricia Claro Marchant

Name: Patricia Claro Marchant

Title:

INVERSIONES EL CAMPANARIO LIMITADA

By: /s/ María Soledad Chadwick Claro

Name: María Soledad Chadwick Claro

Title:

INVERSIONES LAS VIÑAS DOS LIMITADA

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By: /s/ Eduardo Chadwick Claro

Name: Eduardo Chadwick Claro

Title:

INVERSIONES DON ALFONSO LIMITADA

By: /s/ María de la Luz Chadwick Hurtado

Name: María de la Luz Chadwick Hurtado

Title:

INVERSIONES LOS ROBLES DOS LIMITADA

By: /s/ María Carolina Chadwick Claro

Name: María Carolina Chadwick Claro

Title:

/s/ Patricia Claro Marchant            

PATRICIA CLARO MARCHANT

/s/ María Soledad Chadwick Claro        

MARÍA SOLEDAD CHADWICK CLARO

/s/ Eduardo Chadwick Claro            

EDUARDO CHADWICK CLARO

/s/ María Carolina Chadwick Claro        

MARÍA CAROLINA CHADWICK CLARO

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/s/ María De La Luz Chadwick Hurtado    

MARÍA DE LA LUZ CHADWICK HURTADO

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Annex I

Majority Shareholders Partners

•	José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía.

•	José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva.

•	Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal.

•	Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger.

•	Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado.

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EX-99.3 4 exxhibit993andinaadherence.htm LETTERS OF ADHERENCE SHAREHOLDERS' AGREEMENT

    

		Exhibit 99.3

    

                    

Adherence Letter

September 9^th, 2013

To: the Shareholders under the Agreement.

Dear Sirs,

Reference is made to the Amended and Restated Shareholders’ Agreement dated June 25, 2012 in respect of Embotelladora Andina S.A. (the “Agreement”), among Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola Interamerican Corporation, Servicios y Productos Para Bebidas Refrescantes SRL, Coca-Cola de Chile S.A., Inversiones Freire S.A., Inversiones Freire Dos S.A., Inversiones Los Aromos Limitada, and the following individuals: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado. Defined terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 4.2 of the Agreement, as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, Torre Sur, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos.

In accordance with Section 4.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by María de la Luz Chadwick Hurtado with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

{C-0412368/SOR/v.1}    

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In addition to the communications above, the New Majority Shareholder hereby formally represents and warrants that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ María de la Luz Chadwick Hurtado

María de la Luz Chadwick Hurtado

p.p. Inversiones Don Alfonso Dos Limitada

{C-0412368/SOR/v.1}    

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Adherence Letter

September 9^th, 2013

To: the Shareholders under the Agreement.

Dear Sirs,

Reference is made to the Amended and Restated Shareholders’ Agreement dated June 25, 2012 in respect of Embotelladora Andina S.A. (the “Agreement”), among Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola Interamerican Corporation, Servicios y Productos Para Bebidas Refrescantes SRL, Coca-Cola de Chile S.A., Inversiones Freire S.A., Inversiones Freire Dos S.A., Inversiones Los Aromos Limitada, and the following individuals: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado. Defined terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 4.2 of the Agreement, as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, Torre Sur, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos.

In accordance with Section 4.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by Las Gaviotas S.A. with 99,3917% of its capital. In turn, Las Gaviotas S.A. is exclusively and beneficially owned by Patricia Claro Marchant, María Soledad Chadwick Claro, María Carolina Chadwick Claro and Eduardo Chadwick Claro;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

{C-0412368/SOR/v.1}    

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In addition to the communications above, the New Majority Shareholder hereby formally represents and warrants that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ Andrés Herrera Ramírez

Andrés Herrera Ramírez

p.p. Inversiones Las Gaviotas Dos Limitada

{C-0412368/SOR/v.1}    

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Adherence Letter

September 9^th, 2013

To: the Shareholders under the Agreement.

Dear Sirs,

Reference is made to the Amended and Restated Shareholders’ Agreement dated June 25, 2012 in respect of Embotelladora Andina S.A. (the “Agreement”), among Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola Interamerican Corporation, Servicios y Productos Para Bebidas Refrescantes SRL, Coca-Cola de Chile S.A., Inversiones Freire S.A., Inversiones Freire Dos S.A., Inversiones Los Aromos Limitada, and the following individuals: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado. Defined terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 4.2 of the Agreement, as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, Torre Sur, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos.

In accordance with Section 4.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is controlled by Patricia Claro Marchant directly with 74,4975% of its capital, and indirectly through Las Gaviotas S.A. with 25,5025% of its capital. Las Gaviotas S.A. is exclusively and beneficially owned by Patricia Claro Marchant, María Soledad Chadwick Claro, María Carolina Chadwick Claro and Eduardo Chadwick Claro;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

{C-0412368/SOR/v.1}    

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In addition to the communications above, the New Majority Shareholder hereby formally represents and warrants that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ Patricia Claro Marchant

Patricia Claro Marchant

p.p. Inversiones Playa Negra Dos Limitada

{C-0412368/SOR/v.1}    

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Adherence Letter

September 9^th, 2013

To: the Shareholders under the Agreement.

Dear Sirs,

Reference is made to the Amended and Restated Shareholders’ Agreement dated June 25, 2012 in respect of Embotelladora Andina S.A. (the “Agreement”), among Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola Interamerican Corporation, Servicios y Productos Para Bebidas Refrescantes SRL, Coca-Cola de Chile S.A., Inversiones Freire S.A., Inversiones Freire Dos S.A., Inversiones Los Aromos Limitada, and the following individuals: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado. Defined terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 4.2 of the Agreement, as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, Torre Sur, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos.

In accordance with Section 4.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by Eduardo Chadwick Claro with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

{C-0412368/SOR/v.1}    

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In addition to the communications above, the New Majority Shareholder hereby formally represents and warrants that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ Eduardo Chadwick Claro

Eduardo Chadwick Claro

p.p. Inversiones Las Viñas Dos Limitada

{C-0412368/SOR/v.1}    

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Adherence Letter

September 9^th, 2013

To: the Shareholders under the Agreement.

Dear Sirs,

Reference is made to the Amended and Restated Shareholders’ Agreement dated June 25, 2012 in respect of Embotelladora Andina S.A. (the “Agreement”), among Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola Interamerican Corporation, Servicios y Productos Para Bebidas Refrescantes SRL, Coca-Cola de Chile S.A., Inversiones Freire S.A., Inversiones Freire Dos S.A., Inversiones Los Aromos Limitada, and the following individuals: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado. Defined terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 4.2 of the Agreement, as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, Torre Sur, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos.

In accordance with Section 4.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by María Carolina Chadwick Claro with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

{C-0412368/SOR/v.1}    

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In addition to the communications above, the New Majority Shareholder hereby formally represents and warrants that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ María Carolina Chadwick Claro

María Carolina Chadwick Claro

p.p. Inversiones Los Robles Dos Limitada

{C-0412368/SOR/v.1}    

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Adherence Letter

September 9^th, 2013

To: the Shareholders under the Agreement.

Dear Sirs,

Reference is made to the Amended and Restated Shareholders’ Agreement dated June 25, 2012 in respect of Embotelladora Andina S.A. (the “Agreement”), among Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola Interamerican Corporation, Servicios y Productos Para Bebidas Refrescantes SRL, Coca-Cola de Chile S.A., Inversiones Freire S.A., Inversiones Freire Dos S.A., Inversiones Los Aromos Limitada, and the following individuals: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado. Defined terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 4.2 of the Agreement, as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, Torre Sur, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos.

In accordance with Section 4.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by María Soledad Chadwick Claro with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

{C-0412368/SOR/v.1}    

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In addition to the communications above, the New Majority Shareholder hereby formally represents and warrants that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ María Soledad Chadwick Claro

María Soledad Chadwick Claro

p.p. Inversiones El Campanario Dos Limitada

{C-0412368/SOR/v.1}    

EX-99.4 5 exhibit994andinaamendmentt.htm AMENDMENT TO OPTION AGREEMENT [TRANSLATED FROM SPANISH]

                        

		Execution Version

            

				Exhibit 99.4

                    

English Translation from Spanish (The original will be provided upon the request of the Commission).

                                

AMENDMENT

TO

OPTION AGREEMENT

AND

CUSTODY AGREEMENT

In Santiago de Chile, as of August 18, 2014, by and among, on one hand:

INVERSIONES FREIRE S.A., formerly “Inversiones Freire Limitada” (“Freire One”), a corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 150, 18^th Floor, Las Condes, Santiago, Tax Identification Number 96.450.000-2, herein represented by Mr José Antonio Garcés Silva (senior) and Mr José Domingo Eluchans Urenda;

INVERSIONES FREIRE DOS S.A., formerly “Inversiones Freire Dos Limitada” (“Freire Two”), a corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 150, 18^th Floor, Las Condes, Santiago, Tax Identification Number 78.816.440-8, herein represented by Mr José Antonio Garcés Silva (senior) and Mr José Domingo Eluchans Urenda;

INVERSIONES SH SEIS LIMITADA (“SH Six”), a limited liability company organized under the laws of Chile, as successor of “Inversiones Freire Alfa S.A.” (“Freire Alfa”) and “Inversiones Freire Dos Alfa S.A.” (“Freire Two Alfa”), domiciled for the purposes of this agreement at Avenida El Golf 40, office 804, Las Condes, Santiago, Tax Identification Number 76.273.760-4, herein represented by Mr Gonzalo Said Handal and Mr Arturo Ricke Guzmán;

INVERSIONES CABILDO SpA (“Cabildo”), a stock company organized under the laws of Chile, as successor of “Inversiones Freire Beta S.A.” (“Freire Beta”) and “Inversiones Freire Dos Beta S.A.” (“Freire Two Beta”), domiciled for the purposes of this agreement at Andrés Bello 2687, 20^th Floor, Las Condes, Santiago, Tax Identification Number 76.062.133-1, herein represented by Mr Salvador Saíd Somavía and Mr Rodrigo Muñoz Muñoz;

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		Execution Version

INVERSIONES EL OLIVILLO LIMITADA (“El Olivillo”), a limited liability company organized under the laws of Chile, formerly “Inversiones Freire Gamma S.A.” (“Freire Gamma”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18^th Floor, Las Condes, Santiago, Tax Identification Number 76.238.919-3, herein represented by Ms Madeline Hurtado Berger and Mr Alberto Hurtado Fuenzalida;

INVERSIONES ALERCE LIMITADA (“Alerce”), a limited liability company organized under the laws of Chile, formerly “Inversiones Freire Dos Gamma S.A.” (“Freire Two Gamma”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18^th Floor, Las Condes, Santiago, Tax Identification Number 76.238.176-1, herein represented by Ms Madeline Hurtado Berger and Mr Alberto Hurtado Fuenzalida;

INVERSIONES NUEVA DELTA S.A. (“New Delta”), a corporation organized under the laws of Chile, as successor of “Inversiones Freire Delta S.A.” (“Freire Delta”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18^th Floor, Las Condes, Santiago, Tax Identification Number 76.309.233-K, herein represented by Mr José Antonio Garcés Silva (junior) and Mr José Antonio Garcés Silva (senior);

INVERSIONES NUEVA DELTA DOS S.A. (“New Two Delta”), a corporation organized under the laws of Chile, as successor of “Inversiones Freire Dos Delta S.A.” (“Freire Two Delta”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18^th Floor, Las Condes, Santiago, Tax Identification Number 76.309.244-5, herein represented by Mr José Antonio Garcés Silva (junior) and Mr José Antonio Garcés Silva (senior)] (hereinafter SH Six, Cabildo, El Olivillo, Alerce, New Delta and New Two Delta, the “New Members of the Freire Group”, and jointly with Freire One and Freire Two, the “Freire Group”);

INVERSIONES LOS AROMOS LIMITADA (“Los Aromos”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 79.689.020-7, herein represented by Ms Patricia Claro Marchant, Mr Eduardo Chadwick Claro and Ms Maria de la Luz Chadwick Hurtado;

INVERSIONES LAS GAVIOTAS DOS LIMITADA (“Las Gaviotas”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.887-2, herein represented by Ms Patricia Claro Marchant;

INVERSIONES PLAYA NEGRA DOS LIMITADA (“Playa Negra”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.973-9, herein represented by Ms Patricia Claro Marchant;

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		Execution Version

INVERSIONES EL CAMPANARIO LIMITADA, formerly named INVERSIONES EL CAMPANARIO DOS LIMITADA (“Campanario”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.959-3, herein represented by Ms María Soledad Chadwick Claro;

INVERSIONES LAS VIÑAS DOS LIMITADA (“Las Viñas”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.943-7, herein represented by Mr Eduardo Chadwick Claro;

INVERSIONES DON ALFONSO LIMITADA, formerly named INVERSIONES DON ALFONSO DOS LIMITADA (“Don Alfonso”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.918-6, herein represented by Ms María de la Luz Chadwick Hurtado; and

INVERSIONES LOS ROBLES DOS LIMITADA (“Los Robles”), a limited liability corporation duly organized and existing under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8^th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.886-4, herein represented by Ms María Carolina Chadwick Claro; (hereinafter Los Aromos, Las Gaviotas, Playa Negra, Campanario, Las Viñas, Don Alfonso y Los Robles will be jointly referred to as “Group Aromos”); and on the other,

THE COCA‑COLA COMPANY (“TCCC”), a corporation organized under the laws of Delaware, U.S.A., domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., herein represented by Ms Marie Quintero-Johnson;

COCA‑COLA DE CHILE S.A. (“CCDC”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Kennedy 5757, 12^th Floor, Las Condes, Santiago, Tax Identification Number 96.714.870-9, herein represented by Mr Juan Ignacio de Elizalde and Ms Sylvia Lorena Chamorro Giné; and

SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL (“SPBR”), a corporation successor of “Coca-Cola de Argentina S.A.” and organized under the laws of Argentina, domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., Tax Identification Number 59.053.720-9, herein represented by Ms Sylvia Lorena Chamorro Giné; and

EMBOTELLADORA ANDINA S.A. (“Andina” or the “issuer company”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 40, 4^th Floor, Las Condes, Santiago, Tax Identification Number 91.144.000-8, herein represented by Mr Andrés Wainer Pollack and Mr Jaime Cohen Arancibia;

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		Execution Version

all being of legal age, agree as follows:

RECITALS

WHEREAS, by private document executed on September 5, 1996, Freire One, Freire Two, TCCC, Interamerican, SPBR (formerly Coca-Cola de Argentina S.A.), Andina and Citibank, N.A. entered into an Option Agreement and a Custody Agreement (hereinafter referred to as the “Option Agreement”). The Option Agreement has been amended on December 17, 1996, September 28, 2012, October 1, 2012 and December 26, 2012. In addition, as a result of a corporate reorganization of Los Aromos, the Shares of Andina held by Los Aromos were assigned to certain companies created under such reorganization, which on September 9, 2013 adhered to the Option Agreement. As a result of these amendments and adhesions, up to this date the parties to the Option Agreement are Freire One, Freire Two, Freire Alfa, Freire Two Alfa, Freire Beta, Freire Two Beta, Freire Gamma, Freire Two Gamma, Freire Delta, Freire Two Delta, Los Aromos, Las Gaviotas, Playa Negra, Campanario, Las Viñas, Don Alfonso, Los Robles, TCCC, CCDC, SPBR and Andina, and additionally, Interamerican, as the Trustee according to clause Eleventh of the Option Agreement;

WHEREAS, on June 25, 2012, an Amended and Restated Shareholders’ Agreement related to Andina was entered into (the “Amended SHA”, as amended as of August 31, 2012) by and among Andina, TCCC, Interamerican (which on December 26, 2012, transferred all of its shares of Andina to CCDC), SPBR, CCDC, Freire One (which was subject to a corporate restructuring whereby Freire Alfa, Freire Beta, Freire Gamma and Freire Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA), Freire Two (which was subject to a corporate restructuring whereby Freire Two Alfa, Freire Two Beta, Freire Two Gamma and Freire Two Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA), and Los Aromos (which was subject to a corporate restructuring whereby Las Gaviotas, Playa Negra, Campanario, Las Viñas, Don Alfonso and Los Robles were formed and all of the shares of Andina were allocated among these companies, which on September 9, 2013 agreed to become bound by the Amended SHA);

WHEREAS, each of Freire Alfa, Freire Beta, Freire Gamma, Freire Delta, Freire Two Alfa, Freire Two Beta, Freire Two Gamma and Freire Two Delta was subject to the following corporate restructuring:

(i) Freire Alfa and Freire Two Alfa merged into SH Six, and as a result SH Six owns 50,001,644 Series A Stock previously held by Freire Alfa and Freire Two Alfa;

(ii) Freire Beta and Freire Two Beta merged with Cabildo, and as a result Cabildo owns 50,001,644 Series A Stock previously held by Freire Beta and Freire Two Beta,

(iii) Freire Gamma was renamed as Inversiones El Olivillo Limitada, which owns 46,426,645 Series A Stock;

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		Execution Version

(iv) Freire Two Gamma was renamed as Inversiones Alerce Limitada, which owns 3,574,999 Series A Stock;

(v) Freire Delta merged with New Delta, and as a result New Delta owns 46,426,645 Series A Stock previously held by Freire Delta, and

(vi) Freire Two Delta merged with New Two Delta, and as a result New Two Delta owns 3,574,999 Series A Stock previously held by Freire Two Delta (all of the shares of Series A Stock previously indicated hereinafter referred to as the “Transferred Shares”).

WHEREAS, by private document executed on this same date, the parties hereto amended the Amended SHA with the purpose of, among others, include the New Members of the Freire Group as parties and obligors of such agreement, and their respective beneficial owners as Majority Shareholders Partners thereto. In such document, (i) Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisola Said Handal and Cristina Said Handal represented and warranted to be the only and exclusive beneficial owners of SH Six; (ii) José Sais Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía represented and warranted to be the only and exclusive beneficial owners of Cabildo; (iii) Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger represented and warranted to be the only and exclusive beneficial owners of El Olivillo and Alerce; and (iv) José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva represented and warranted to be the only and exclusive beneficial owners of New Delta and New Two Delta;

NOW, THEREFORE, the parties hereto, intending to include the New Members of the Freire Group as parties and obligors to the Option Agreement, and in order to include their respective beneficial owners as Granting Controllers (Controladores de los Otorgantes) thereto, agree to amend the Option Agreement, as follows:

1.Representations and warranties and adherence to the Option Agreement.

1.1.    SH Six (i) represents and warrants to be the legal successor of Freire Alfa and Freire Two Alfa, owning 50,001,644 Series A Stock previously held by Freire Alfa and Freire Two Alfa; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Freire Alfa and Freire Dos Alfa under the Option Agreement, and that their corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

1.2.    Cabildo (i) represents and warrants to be the legal successor of Freire Beta and Freire Two Beta, owning 50,001,644 Series A Stock previously held by Freire Beta and Freire Two Beta; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Freire Beta and Freire Dos Beta under the Option

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		Execution Version

Agreement, and that their corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

1.3.    New Delta (i) represents and warrants to be the legal successor of Freire Delta, owning 46,426,645 Series A Stock previously held by Freire Delta; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Freire Delta under the Option Agreement, and that their corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

1.4.    New Two Delta (i) represents and warrants to be the legal successor of Freire Two Delta, owning 3,574,999 Series A Stock previously held by Freire Two Delta; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Freire Two Delta under the Option Agreement, and that their corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

1.5.     El Olivillo (i) represents and warrants to be the legal successor of Freire Gamma, owning 46,426,645 Series A Stock previously held by Freire Gamma; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Freire Gamma under the Option Agreement, and that their corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

1.6.     Alerce (i) represents and warrants to be the legal successor of Freire Two Gamma, owning 3,574,999 Series A Stock previously held by Freire Two Gamma; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Freire Two Gamma under the Option Agreement, and that their corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

2.Amendments to the Option Agreement.

In consideration of the agreed in Section 1 above, the parties hereto amend the Option Agreement with effects as of this date, as follows:

3.1    Each New Members of the Freire Group shall be considered a Grantor (Otorgante), Owner (Propietario) or member of the Freire Group under the Option Agreement, as defined therein. Therefore, as of this date the Grantors (Otorgantes) and the Owners (Propietarios) members of the Freire Group are the following entities: (i) Freire One, (ii) Freire Two, (iii) SH Six, (iv) Cabildo, (v) New Delta, (vi) Nueva Two Delta, (vii) El Olivillo and (viii) Alerce.

3.2.    The beneficial owners of the New Members of the Freire Group shall be considered as Granting Controllers (Controladores de los Otorgantes) under the Option Agreement, as defined therein. Therefore, as of this date the term “Granting Controllers” (Controladores de los Otorgantes) shall be formed by the following individuals: (a) José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said

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		Execution Version

Somavía and Loreto Said Somavía; (b) José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva; (c) Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal; (d) Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger; and (e) Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado.

For this purpose, Annex A of the Option Agreement is replaced by Annex A hereto.

3.Validity.

Any provision of the Option Agreement not expressly modified in this document remains unchanged and in full force.

4.Statement by Andina and Interamerican.

Andina, duly represented as indicated above, for all the legal applicable purposes, hereby declares that is fully aware of the provisions included in this document.

In addition, COCA-COLA INTERAMERICAN CORPORATION, a corporation organized under the laws of Delaware, U.S.A., domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., Tax Identification Number 59.053.710-1, herein represented by Mr Rodrigo Winter Caracas, as the Trustee under the Option Agreement, hereby declares that is fully aware of the provisions included in this document.

5.Registration.

A copy of this document will be deposited at Embotelladora Andina S.A. and will be entered in its Shareholders Register.

6.Counterparts.

This document is executed in 21 counterparts, each of which shall constitute an original and be executed on the same date, one for each of the appearing parties, and one deposited at Embotelladora Andina S.A.

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		Execution Version

/s/ José Antonio Garcés Silva	/s/ Signature Illegible
p.p. Inversiones Freire S.A. p.p. Inversiones Freire Dos S.A	p.p. Inversiones Freire S.A. p.p. Inversiones Freire Dos S.A.

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		Execution Version

/s/ Gonzalo Sais Handal	/s/ Signature Illegible
p.p. Inversiones SH Seis Limitada	p.p. Inversiones SH Seis Limitada

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		Execution Version

/s/ Salvador Said Somavía	/s/ Rodrigo Muñoz Muñoz
p.p. Inversiones Cabildo SpA	p.p. Inversiones Cabildo SpA

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		Execution Version

/s/ Madeline Hurtado Berger	/s/ Alberto Hurtado Fuenzalida
p.p. Inversiones El Olivillo Limitada p.p. Inversiones Alerce Limitada	p.p. Inversiones El Olivillo Limitada p.p. Inversiones Alerce Limitada

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		Execution Version

/s/ José Antonio Garcés Silva	/s/ José Antonio Garcés Silva (senior)
p.p. Inversiones Nueva Delta S.A. p.p. Inversiones Nueva Delta Dos S.A.	p.p. Inversiones Nueva Delta S.A. p.p. Inversiones Nueva Delta Dos S.A.

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		Execution Version

/s/ Patricia Claro Marchant	/s/ Eduardo Chadwick Claro
p.p. Inversiones Los Aromos Limitada	p.p. Inversiones Los Aromos Limitada

/s/ María de la Luz Chadwick Hurtado p.p. Inversiones Los Aromos Limitada

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		Execution Version

/s/ Andrés Herrera Ramírez

p.p. Inversiones Las Gaviotas Dos Limitada /s/ Patricia Claro Marchant p.p. Inversiones Playa Negra Dos Limitada

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		Execution Version

/s/ María Soledad Chadwick Claro

p.p. Inversiones El Campanario Limitada

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		Execution Version

/s/ Eduardo Chadwick Claro

p.p. Inversiones Las Viñas Dos Limitada

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		Execution Version

/s/ María de la Luz Chadwick Hurtado

p.p. Inversiones Don Alfonso Limitada

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		Execution Version

/s/ María Carolina Chadwick Claro

p.p. Inversiones Los Robles Dos Limitada

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		Execution Version

/s/ Robert J. Jordan, Jr.

p.p. The Coca-Cola Company Robert J. Jordan, Jr. Vice President and General Tax Counsel

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		Execution Version

/s/ Jorge Garduño Chavero, General Manager

p.p. Coca-Cola de Chile S.A.

/s/ John Murphy, Manager

p.p. Servicios y Productos Para Bebidas Refrescantes SRL

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		Execution Version

/s/ Robert J. Jordan, Jr.

p.p. Coca-Cola Interamerican Corporation Robert J. Jordan, Jr. Vice President and General Tax Counsel

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		Execution Version

/s/ Andrés Wainer p.p. Embotelladora Andina S.A. /s/ Jaime Cohen Arancibia p.p. Embotelladora Andina S.A.

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		Execution Version

Annex A

Granting Controllers (Controladores de los Otorgantes)

•	José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía y Loreto Said Somavía.

•	José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva y Andrés Sergio Garcés Silva.

•	Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal y Cristina Said Handal.

•	Alberto Hurtado Fuenzalida, Pamela Hurtado Berger y Madeline Hurtado Berger.

•	Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro y María de la Luz Chadwick Hurtado.

23

EX-99.5 6 exhibit995andinaadherencel.htm LETTERS OF ADHERENCE OPTION AGREEMENT [TRANSLATED FROM SPANISH]

English Translation from Spanish (The original will be provided upon the request of the Commission).
		Exhibit 99.5

        

Adherence Letter

September 9^th, 2013

To: The Beneficiaries, Freire Group, Aromos Group and Andina.

Dear Sirs,

Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1^st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Don Alfonso Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.918-6, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, South Tower, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.

In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by María de la Luz Chadwick Hurtado with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ María de la Luz Chadwick Hurtado

María de la Luz Chadwick Hurtado

p.p. Inversiones Don Alfonso Dos Limitada

{C-0477664/BSU/v.2}    

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Adherence Letter

September 9^th, 2013

To: The Beneficiaries, Freire Group, Aromos Group and Andina.

Dear Sirs,

Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1^st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Las Gaviotas Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.887-2, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, South Tower, Las Condes, Santiago (the “New Majority Shareholder”) acquired 13.513.594 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.

In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by Las Gaviotas S.A. with 99,3917% of its capital. In turn, Las Gaviotas S.A. is exclusively and beneficially owned by Patricia Claro Marchant, María Soledad Chadwick Claro, María Carolina Chadwick Claro and Eduardo Chadwick Claro;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ Andrés Herrera Ramírez

Andrés Herrera Ramírez

p.p. Inversiones Las Gaviotas Dos Limitada

{C-0477664/BSU/v.2}    

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Adherence Letter

September 9^th, 2013

To: The Beneficiaries, Freire Group, Aromos Group and Andina.

Dear Sirs,

Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1^st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Playa Negra Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.973-9, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, South Tower, Las Condes, Santiago (the “New Majority Shareholder”) acquired 322.336 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.

In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is controlled by Patricia Claro Marchant directly with 74,4975% of its capital, and indirectly through Las Gaviotas S.A. with 25,5025% of its capital. Las Gaviotas S.A. is exclusively and beneficially owned by Patricia Claro Marchant, María Soledad Chadwick Claro, María Carolina Chadwick Claro and Eduardo Chadwick Claro;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ Patricia Claro Marchant

Patricia Claro Marchant

p.p. Inversiones Playa Negra Dos Limitada

{C-0477664/BSU/v.2}    

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Adherence Letter

September 9^th, 2013

To: The Beneficiaries, Freire Group, Aromos Group and Andina.

Dear Sirs,

Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1^st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Las Viñas Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.943-7, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, South Tower, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.

In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by Eduardo Chadwick Claro with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ Eduardo Chadwick Claro

Eduardo Chadwick Claro

p.p. Inversiones Las Viñas Dos Limitada

{C-0477664/BSU/v.2}    

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Adherence Letter

September 9^th, 2013

To: The Beneficiaries, Freire Group, Aromos Group and Andina.

Dear Sirs,

Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1^st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones Los Robles Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.886-4, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, South Tower, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.

In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by María Carolina Chadwick Claro with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ María Carolina Chadwick Claro

María Carolina Chadwick Claro

p.p. Inversiones Los Robles Dos Limitada

{C-0477664/BSU/v.2}    

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Adherence Letter

September 9^th, 2013

To: The Beneficiaries, Freire Group, Aromos Group and Andina.

Dear Sirs,

Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1^st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.

As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28^th 2012, granted before the Chilean Notary Public Mr. Patricio Raby Benavente, Inversiones El Campanario Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 76.273.959-3, domiciled for this effects at Avenida Nueva Tajamar 481, floor 8, South Tower, Las Condes, Santiago (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.

In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:

(i)	the New Majority Shareholder is directly controlled by María Soledad Chadwick Claro with 99,999% of its capital;

(ii)	the Acquired Shares shall remain subject to the provisions of the Agreement;

(iii)	the New Majority Shareholder has become a member of the Aromos Group; and

(iv)	the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement.

In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28^th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28^th 2012.

Yours sincerely,

/s/ María Soledad Chadwick Claro

María Soledad Chadwick Claro

p.p. Inversiones El Campanario Dos Limitada

{C-0477664/BSU/v.2}