0001140361-14-043681.txt : 20141201 0001140361-14-043681.hdr.sgml : 20141201 20141201082431 ACCESSION NUMBER: 0001140361-14-043681 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20141201 GROUP MEMBERS: ANDRONICO LUKSIC CRAIG GROUP MEMBERS: ANDRONICO LUKSIC LEDERER GROUP MEMBERS: ANDSBERG INVERSIONES LTD. GROUP MEMBERS: ANDSBERG INVERSIONES LTDA. GROUP MEMBERS: ANDSBERG LTD. GROUP MEMBERS: ANTONIA LUKSIC PUGA GROUP MEMBERS: DAVOR LUKSIC LEDERER GROUP MEMBERS: DAX LUKSIC LEDERER GROUP MEMBERS: DOLBERG FINANCE CORP ESTABLISHMENT GROUP MEMBERS: ELISA LUKSIC PRIETO GROUP MEMBERS: FERNANDA LUKSIC LEDERER GROUP MEMBERS: GEOTECH ESTABLISHMENT GROUP MEMBERS: GUILLERMO LUKSIC CRAIG GROUP MEMBERS: HEINEKEN N.V. GROUP MEMBERS: INMOBILIARIA E INVERSIONES RIO CLARO S.A. GROUP MEMBERS: INVERSIONES ALASKA LTDA. GROUP MEMBERS: INVERSIONES CONSOLIDADAS LTDA. GROUP MEMBERS: INVERSIONES IRSA LIMITADA GROUP MEMBERS: INVERSIONES ORENGO S.A. GROUP MEMBERS: INVERSIONES RIO CLARO LTDA. GROUP MEMBERS: INVERSIONES SALTA S.A. GROUP MEMBERS: INVERSIONES Y RENTAS S.A. GROUP MEMBERS: ISIDORA LUKSIC PRIETO GROUP MEMBERS: LANZVILLE INVESTMENTS ESTABLISHMENT GROUP MEMBERS: LUKSBURG FOUNDATION GROUP MEMBERS: MARA LUKSIC PRIETO GROUP MEMBERS: MAX LUKSIC LEDERER GROUP MEMBERS: NICOLAS LUKSIC PUGA GROUP MEMBERS: PATRICIA LEDERER TCHERNIAK GROUP MEMBERS: RUANA COPPER CORP ESTABLISHMENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPANIA CERVECERIAS UNIDAS SA CENTRAL INDEX KEY: 0001170905 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81016 FILM NUMBER: 141256395 BUSINESS ADDRESS: STREET 1: BANDERA 84 STREET 2: 6TH FL. CITY: SANTIAGO STATE: F3 ZIP: 6500062 BUSINESS PHONE: 0115624273000 MAIL ADDRESS: STREET 1: BANDERA 84 STREET 2: 6TH FL. CITY: SANTIAGO STATE: F3 ZIP: 6500662 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUINENCO SA CENTRAL INDEX KEY: 0001040649 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: F3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ENRIQUE FOSTER SUR 20 STREET 2: PISO 14 LAS CONDES CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5627507221 MAIL ADDRESS: STREET 1: ENRIQUE FOSTER SUR 20 STREET 2: PISO 14 LAS CONDES CITY: SANTIAGO CHILE STATE: F3 SC 13D/A 1 formsc13da.htm QUI?ENCO SA SC 13DA 12-1-2014 (COMPANIA CERVECERIAS UNIDAS SA)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Compania Cervecerias Unidas S.A.
(Name of Issuer)

Common stock without nominal (par) value

Title of Class of Securities

204429104

(CUSIP Number)

Rosita Covarrubias Gatica
Enrique Foster Sur 20, 14th Floor
Santiago, Chile
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October, 2013
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

*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).
 


CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones y Rentas S.A.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ☒
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
221,701,716
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
221,701,716
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
1

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones IRSA Limitada
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ☒
(b) ☐
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
25,279,991
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
25,279,991
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
2

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Quiñenco S.A.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
3

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Heineken N.V.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                   
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Netherlands
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
4

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Luksburg Foundation
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Liechtenstein
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 

5

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Lanzville Investments Establishment
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Liechtenstein
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
6

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Dolberg Finance Corporation Establishment
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Liechtenstein
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
7

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Geotech Establishment
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Liechtenstein
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
8

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Andsberg Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Jersey, Channel Islands
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
9

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Andsberg Inversiones Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Jersey, Channel Islands
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
10

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Andsberg Inversiones Ltda.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
11

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Ruana Copper Corporation Establishment
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Liechtenstein
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 

12

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Guillermo Luksic Craig1
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
OO
 
 
 

 
1 Mr. Guillermo Luksic Craig passed away on March 27, 2013.  Following his passing, his individual holdings of common stock became part of his estate, which is currently the subject of ordinary course proceedings to finalize its distribution.  The executor of the estate does not have the ability to direct the voting or disposition of such shares of common stock.
 
13


CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Nicolás Luksic Puga
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
  
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
14

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inmobiliaria e Inversiones Río Claro S.A.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
15

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Andrónico Luksic Craig
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
16

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Patricia Lederer Tcherniak
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS*
 
BK
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
  
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
17

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones Consolidadas Ltda.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
18

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones Salta S.A.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
HC
 
 
 
19

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Andrónico Luksic Lederer
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
20

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Davor Luksic Lederer
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
21

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Max Luksic Lederer
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
22

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Dax Luksic Lederer
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
23

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones Río Claro Ltda.
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
24

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones Orengo S.A.
 
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
CO
 
 
 
25

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Inversiones Alaska Ltda.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
  
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
    
14
TYPE OF REPORTING PERSON*
 
CO
 
   
 
26

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Antonia Luksic Puga
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
    
 
27

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Isidora Luksic Prieto
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
28

CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Mara Luksic Prieto
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 

29


CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Elisa Luksic Prieto
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
30


CUSIP No. 204429104
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Fernanda Luksic Lederer
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
BK
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
  ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
221,701,716
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
221,701,716
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
 
221,701,716
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
60.0%
 
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
31

The statement on Schedule 13D filed on September 30, 2005, as amended and supplemented on April 3, 2006 (the “Schedule 13D”), relating to the common stock without nominal (par) value (the “Common Stock”), of Compania Cervecerias Unidas S.A. (“CCU”), a company organized under the laws of Chile, is hereby amended as set forth below by this Amendment No. 2 to the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D.
 
Item 2.
Identity and Background.
 
Item 2 of Schedule 13D is hereby amended to add the following persons:
 
(a) – (c), (f) This statement is being filed by the following persons:
 
Inversiones Río Claro Ltda., a limited liability company organized under the laws of Chile, is a holding company whose main purpose is to hold shares of Quinenco and various other companies. Inversiones Río Claro Ltda.’s principal business address is at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Inversiones Río Clara Ltda. is a member of the Quinenco Group.
 
Inversiones Orengo S.A., a corporation organized under the laws of Chile, is a holding company whose main purpose is to hold shares of Quinenco and various other companies. Inversiones Orengo S.A.’s principal business address is at Apoquindo 4001, Floor 14, Las Condes, Santiago, Chile. Inversiones Orengo S.A. is a member of the Quinenco Group.
 
Inversiones Alaska Ltda., a limited liability company organized under the laws of Chile, is a subsidiary of Inversiones Consolidadas Ltda., and its main purpose is to hold shares of Quiñenco S.A. Inversiones Alaska Ltda.’s principal business address is at Enrique Foster Sur 20, 18th Floor, Las Condes, Santiago, Chile. Inversiones Alaska Ltda. is a member of the Quinenco Group.
 
Antonia Luksic Puga, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Mrs. Antonia Luksic Puga is a member of the Quinenco Group.
 
Isidora Luksic Prieto, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Ms. Isidora Luksic Prieto is a member of the Quinenco Group.
 
Mara Luksic Prieto, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Ms. Mara Luksic Prieto is a minor and is a member of the Quinenco Group.
 
Elisa Luksic Prieto, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Ms. Elisa Luksic Prieto is a minor and is a member of the Quinenco Group.
 
Fernanda Luksic Lederer, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 18, Santiago, Chile. Ms. Fernanda Luksic Lederer is a member of the Quinenco Group.
 
32

(d)    None of the Reporting Persons, or to the best knowledge of each of the Reporting Persons, any of the persons listed in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
 
(e)    During the last five years, none of the Reprting Persons, or to the best knowledge of each Reporting Person, any of the persons listed in Schedule A hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such law.
 
Item 3. 
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby supplemented as follows:
 
On June 18, 2013, shareholders at CCU’s Extraordinary Shareholders’ Meeting approved a capital increase of Ch$340,000,000,000* through the issuance of 51,000,000 new shares of the same series. On October 8, 2013, Inversiones IRSA Limitada participated in the capital increase in the amount of Ch$72,366,346,000, representing the acquisition of 11,133,284 additional shares at a subscription price of Ch$6,500 per share. The purchase of the shares by Inversiones IRSA Limitada was financed with a capital contribution received from Inversiones y Rentas S.A. (“IRSA”). IRSA financed the capital contribution with long-term bank credit loans and its own funds.
 
Long-term indebtedness of IRSA to finance the capital contribution to Inversiones IRSA Limitada consisted of a Loan Agreement, dated July 25, 2013, between Inversiones y Rentas S.A. and Banco del Estado de Chile, and a Credit Line Agreement, dated August 6, 2013, between Inversiones y Rentas S.A. and Banco de Crédito e Inversiones, as follows:
 
Lender
Date of Incurrence
Principal Amount**
Interest Rate
Maturity Date
Banco de Credito
e Inv.
September 12, 2013
UF1,535,000
UF+
+ 4.12% p.a.
May 31, 2023
Banco Estado
September 12, 2013
UF1,500,000
UF+
+ 3.95% p.a.
May 31, 2023
Banco Estado
October 8, 2013
UF130,000
UF+
+ 3.95% p.a.
May 31, 2023
* Chilean Pesos.
 
** Unidades de Fomento (UFs), which are inflation-indexed, peso-denominated monetary units. The UF rate is set daily in advance based on changes in the previous month's inflation rate in Chile.
 
Item 4. 
Purpose of the Transaction.
 
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
Inversiones IRSA Limitada purchased the shares referred to in Item 3 above in connection with CCU’s capital increase to maintain, jointly with IRSA, a 60% ownership interest in CCU.
 
33

Item 5. 
Interests in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)-(b)  See pages 1-31 of this Amendment No. 2 to the Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of Common Shares as to which there is sole or shared power to vote, or to direct the vote, and sole or shared power to dispose or to direct the disposition.
 
(c)  On October 8, 2013, Inversiones IRSA Limitada purchased 11,133,284 shares of CCU’s Common Stock at a purchase price of Ch$6,500 per share, for an aggregate purchase price of Ch$72,366,346,000.
 
(d)  Not applicable.
 
(e)  Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby supplemented as follows:
 
Item 3 of this statement on Schedule 13D is incorporated herein by reference.
 
Pursuant to the Loan Agreement, dated July 25, 2013, between Inversiones y Rentas S.A. and Banco del Estado de Chile, IRSA agreed to, among other things, maintain direct ownership of at least 50.1% of the shares issued by CCU.
 
Pursuant to the Credit Line Agreement, dated August 6, 2013, between Inversiones y Rentas S.A. and Banco de Crédito e Inversiones, IRSA agreed to, among other things, (i) maintain control over CCU (contemplated in the agreement as direct or indirect ownership of over 50.1%  of CCU shares with voting rights at shareholder meetings, and control over rights and interests in CCU’s capital allowing IRSA the right to appoint or elect the majority of the members of the board of directors of CCU), and (ii) continue to hold, directly or indirectly, at least 50.1% of CCU’s shares.
 
Copies of English language translations of the Loan Agreement and the Credit Line Agreement are being filed as exhibits hereto.
 
Item 7. 
Material to be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
The following are filed with this statement:
 
34

Exhibit No.
Description
1
Joint Filing Agreements, together with Powers of Attorney from each of Luksburg Foundation, Dolberg Finance Corporation Establishment, Lanzville       Investments Establishment, Ruana Copper Corporation Establishment, Geotech       Establishment, Andsberg Ltd., Andsberg Inv. Ltd., Andsberg Inversiones Ltda., Patricia Lederer Tcherniak, Nicolas Luksic Puga, Guillermo Luksic Craig, Andronico Luksic Craig, Inmobiliaria e Inversiones Rio Claro S.A., Inversiones Salta S.A., Inversiones Consolidadas S.A., Andronico Luksic Lederer, Davor Luksic Lederer, Max Luksic Lederer, Dax Luksic Lederer and LQ Inversiones Financieras S.A. *
2
Amended Shareholder's Agreement dated January 13, 2003 between Quinenco and Heineken Chile.*
3
Syndicated Loan Agreement among Inversiones y Rentas, Banco de Estado de Chile, Banco de Credito e Inversiones and Banco Bilbao Vizcaya Argentaria, Chile dated August 5, 2005.*
4
Syndicated Loan Agreement - Inversiones y Rentas S.A. and Banco del Estado de Chile and Others.*
5
Modification of Syndicated Loan Agreement – Inversiones Y Rentas S.A. and Banco del Estado de Chile and Others.*
6
Joint Filing Agreements for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo S.A., Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer; and
Powers of Attorney for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo S.A., Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer.
7
Loan Agreement, dated July 25, 2013, between Inversiones y Rentas S.A. and Banco del Estado de Chile.
8
Credit Line Agreement, dated August 6, 2013, between Inversiones y Rentas S.A. and Banco de Crédito e Inversiones.

* Exhibit previously filed
 

35

Schedule A-1

Schedule A-1 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inversiones y Rentas S.A.

Directors:

1.
Name:
Andrónico Luksic Craig
   
Principal Occupation:
Chairman of the Board of Directors of Quinenco S.A., LQIF S.A., SM Chile S.A. and CCU S.A., and Vice Chairman of the Board of Directors of Banco de Chile and CSVA S.A.  Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Phillipe Pasquet
 
Principal Occupation:
Director of various companies
 
Business Address:
Av. das Americas 500, bloco 12, Barra da Tijuca
   
Rio de Janeiro  22640-100, Brasil
 
Citizenship:
French
     
3.
Name:
Francisco Pérez Mackenna
 
Principal Occupation:
Chief Executive Officer of Quinenco
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Manuel Jose Noguera Eyzaguirre
 
Principal Occupation:
Quinenco S.A. Chairman and Board Advisor
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
5.
Name:
John Ross Nicolson
 
Principal Occupation:
Chairman of the Board of Directors of Inversiones y
   
Rentas S.A.
   
Director of various companies
 
Business Address:
AG Barr. 4 Mollins Road, Westfield Ind Estate,
   
Cumbernauld, G68 9HD, UK
 
Citizenship:
British
     
6.
Name:
Jorge Luis Ramos Santos
 
Principal Occupation:
Director of various companies
 
Business Address:
Esperanza 110. Garza García
   
Nuevo León, México. ZP 66240
 
Citizenship:
Mexican
 
A-1-1

General Manager:

1.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Partner, Law Offices Carvallo, Bizzarri & García Abogados
 
Business Address:
Av. Nueva Costanera 4229, of 206
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-1-2

Schedule A-2

Schedule A-2 of the Schedule 13D is hereby amended in its entirety as follows:

Authorized Signatories of Inversiones IRSA Limitada.

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quinenco
   
S.A., LQIF S.A., SM Chile S.A. and CCU S.A.,
   
and Vice Chairman of the Board of Directors of
   
Banco de Chile and CSVA S.A.  Director of
   
various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Phillipe Pasquet
 
Principal Occupation:
Director of various companies
 
Business Address:
Av. das Americas 500, bloco 12, Barra da Tijuca
   
Rio de Janeiro  22640-100, Brasil
 
Citizenship:
French
     
3.
Name:
Francisco Pérez Mackenna
 
Principal Occupation:
Chief Executive Officer of Quinenco
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Manuel Jose Noguera Eyzaguirre
 
Principal Occupation:
Quinenco S.A. Chairman and Board Advisor
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
5.
Name:
John Ross Nicolson
 
Principal Occupation:
Chairman of the Board of Directors of Inversiones y
   
Rentas S.A.
   
Director of various companies
 
Business Address:
AG Barr. 4 Mollins Road,Westfield Ind Estate,
   
Cumbernauld, G68 9HD, UK
 
Citizenship:
British
     
6.
Name:
Jorge Luis Ramos Santos
 
Principal Occupation:
Director of various companies
 
Business Address:
Esperanza 110. Garza García
   
Nuevo León, México. ZP 66240
 
Citizenship:
Mexican
 
A-2-1

7.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Partner, Law Offices Carvallo, Bizzarri & García Abogados
     
 
Business Address:
Av. Nueva Costanera 4229, of 206
   
Santiago, Chile
 
Citizenship:
Chilean
     
8.
Name:
Rosita Covarrubias Gatica
 
Principal Occupation:
Finance Manager Inversiones y Rentas S.A.
 
Business Address:
Enrique Foster Sur 20, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-2-2

Schedule A-3

Schedule A-3 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and Executive Officers of Quiñenco S.A.

Directors:

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc,Vice Chairman of the Board of Directors of Quiñenco, Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Nicolás Luksic Puga
 
Principal Occupation:
Chief Executive Officer of Ionix S.A., Director of Quiñenco,
   
Director of various companies
 
Business Address:
Enrique Foster Sur 20, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Andrónico Luksic Lederer
 
Principal Occupation:
Vice Chairman of Inversiones Consolidadas Limitada; Corporate Manager, International Development,  Antofagasta Minerals S.A.; Director of Quiñenco
 
Business Address:
Apoquindo 4001, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
5.
Name:
Gonzalo Menéndez Duque
 
Principal Occupation:
Director of various companies
 
Business Address:
Agustinas 972, Suite 701
   
Santiago, Chile
 
Citizenship:
Chilean
     
6.
Name:
Hernán Büchi Buc
 
Principal Occupation:
Director of various companies
 
Business Address:
Alcántara 498
   
Las Condes, Santiago, Chile
 
Citizenship:
Chilean
     
7.
Name:
Fernando Cañas Berkowitz
 
Principal Occupation:
Director of various companies
 
Business Address:
Lo Fontecilla 441
   
Santiago, Chile
 
Citizenship:
Chilean
     
8.
Name:
Matko Koljatic Maroevic
 
Principal Occupation:
Business Administrator
 
Business Address:
Vicuña Mackenna 4860
   
Escuela de Administración PUC,
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-3-1

Executive Officers:

1.
Name:
Francisco Pérez Mackenna
 
Title:
Chief Executive Officer
 
Citizenship:
Chilean
     
2.
Name:
Luis Fernando Antúnez Bories
 
Title:
Chief Financial Officer
 
Citizenship:
Chilean
     
3.
Name:
Felipe Joannon Vergara
 
Title:
Managing Director, Business Development
 
Citizenship:
Chilean
     
4.
Name:
Martín Rodríguez Guiraldes
 
Title:
Managing Director, Mergers & Acquisitions
 
Citizenship:
Chilean
     
5.
Name:
Rodrigo Hinzpeter Kirberg
 
Title:
Chief Legal Counsel
 
Citizenship:
Chilean
     
6.
Name:
Pedro Marín Loyola
 
Title:
Managing Director, Performance Appraisal and Internal Auditing
 
Citizenship:
Chilean
 
A-3-2

7.
Name:
María Carolina García de la Huerta Aguirre
 
Title:
Managing Director, Corporate Affairs and Communications
 
Citizenship:
Chilean
     
8.
Name:
Alvaro Sapag Rajevic
 
Title:
Managing Director, Sustainability
 
Citizenship:
Chilean
     
9.
Name:
Andrea Tokman Ramos
 
Title:
Chief Economist
 
Citizenship:
Chilean, U.S.
 
A-3-3

Schedule A-4

Schedule A-4 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Heineken N.V.

Members of the Executive Board:

1.
Name:
Jean-Francois van Boxmeer
 
Principal Occupation:
Chairman of the Executive Board of Heineken N.V. CEO
   
 
Business Address:
Tweede Weteringplantsoen 21,
   
1017 2D Amsterdam, Netherlands
 
Citizenship:
Belgian
     
2.
Name:
René Hooft Graafland
 
Principal Occupation:
Member of the Executive Board of Heineken N.V. CFO
   
 
Business Address:
Tweede Weteringplantsoen 21,
   
1017 2D Amsterdam, Netherlands
 
Citizenship:
Dutch


A-4-1

Schedule A-5

Schedule A-5 of the Schedule 13D is hereby amended in its entirety as follows:

Members of the Foundation Council of the Luksburg Foundation

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco,Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco, Director of various companies
 
Business Address:
Apoquindo 4001, 22nd   Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Nicolás Luksic Puga
 
Principal Occupation:
Chief Executive Officer of Ionix S.A., Director of Quiñenco,
  Director of various companies
 
Business Address:
Enrique Foster Sur 20, 21st  Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Karl Josef Hier
 
Principal Occupation:
Lawyer, Marxer & Partner
 
Business Address:
Heiligkreuz 6
   
Vaduz, Liechtenstein
 
Citizenship:
Austrian
 
A-5-1

Schedule A-6

Schedule A-6 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Lanzville Investments Establishment

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco,Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Karl Josef Hier
 
Principal Occupation:
Lawyer, Marxer & Partner
 
Business Address:
Heiligkreuz 6
   
Vaduz, Liechtenstein
 
Citizenship:
Austrian
 
A-6-1

Schedule A-7

Schedule A-7 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Dolberg Finance Corporation Establishment

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco,Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Karl Josef Hier
 
Principal Occupation:
Lawyer, Marxer & Partner
 
Business Address:
Heiligkreuz 6
   
Vaduz, Liechtenstein
 
Citizenship:
Austrian
 
A-7-1

Schedule A-8

Schedule A-8 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Geotech Establishment

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco,Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Karl Josef Hier
 
Principal Occupation:
Lawyer, Marxer & Partner
 
Business Address:
Heiligkreuz 6
   
Vaduz, Liechtenstein
 
Citizenship:
Austrian
 
A-8-1

Schedule A-9

Schedule A-9 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Andsberg Limited

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
María Paola Luksic Fontbona
 
Principal Occupation:
Entrepreneur
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Gonzalo Menéndez Duque
 
Principal Occupation:
Director of various companies
 
Business Address:
Agustinas 972, Suite 701
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Ramón Jara Araya
 
Principal Occupation:
Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-9-1

Schedule A-10
 
Schedule A-10 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Andsberg Inversiones Limited

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
María Paola Luksic Fontbona
 
Principal Occupation:
Entrepreneur
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Gonzalo Menéndez Duque
 
Principal Occupation:
Director of various companies
 
Business Address:
Agustinas 972, Suite 701
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Ramón Jara Araya
 
Principal Occupation:
Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-10-1

Schedule A-11

Schedule A-11 of the Schedule 13D is hereby amended in its entirety as follows:

Authorized Signatories of Andsberg Inversiones Ltda.

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco,Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
María Paola Luksic Fontbona
 
Principal Occupation:
Entrepreneur
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
     
4.
Name:
Lukas Yaksic Rojas
 
Principal Occupation:
Business Administrator for the Quiñenco Group
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-11-1

Schedule A-12

Schedule A-12 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Ruana Copper Corporation Establishment

1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile and Quiñenco, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco,Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Karl Josef Hier
 
Principal Occupation:
Lawyer, Marxer & Partner
 
Business Address:
Heiligkreuz 6
   
Vaduz, Liechtenstein
 
Citizenship:
Liechtenstein
 
A-12-1
Schedule A-13

Schedule A-13 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inmobiliaria e Inversiones Rio Claro S.A.
 
Directors:
 
1.
Name:
Nicolás Luksic Puga
 
Principal Occupation:
Chief Executive Officer of Ionix S.A.,Director of Quiñenco, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Gonzalo Menéndez Duque
 
Principal Occupation:
Director of various companies
 
Business Address:
Agustinas 972, Suite 701
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Manuel José Noguera Eyazguirre
 
Principal Occupation:
Advisor to the Chairman and the Board of Directors of Quiñenco
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Enrique Cibié Bluth
 
Principal Occupation:
Director of various companies
 
Business Address:
Apoquindo 3650, 10th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
5.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Lawyer, Partner of Carvallo, Bizzarri & García
 
Business Address:
Avenida Nueva Costanera 4229, of. 206
   
Santiago, Chile
 
Citizenship:
Chilean

 
A-13-1
Management:
 
1.
Name:
Fernando de Solminihac Tampier
 
Principal Occupation:
Chief Executive Officer
 
Business Address:
Enrique Foster Sur 20, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-13-2
Schedule A-14

Schedule A-14 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inversiones Consolidadas Limitada
 
Directors:

1.
Name:
Rodrigo Terré Fontbona
 
Principal Occupation:
Chairman of Inversiones Consolidadas Limitada, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 18th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Andrónico Luksic Lederer
 
Principal Occupation:
Vice Chairman of Inversiones Consolidadas Limitada; Corporate Manager, International Development,  Antofagasta Minerals S.A.; Director of Quiñenco
 
Business Address:
Apoquindo 4001, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Gonzalo Molina Ariztía
 
Principal Occupation:
Lawyer, Partner of Infante, Valenzuela, Molina & Cía.
 
Business Address:
Av. Apoquindo 3885, 6th  Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Lawyer, Partner of Carvallo, Bizzarri & García
 
Business Address:
Av. Nueva Costanera 4229, of. 206
   
Santiago, Chile
 
Citizenship:
Chilean
     
     
4.
Name:
Davor Luksic Lederer
 
Principal Occupation:
Chairman of Excelsa d.o.o.
 
Business Address:
Ilica 1a, 14th  Floor
   
Zagreb, Croatia
 
Citizenship:
Chilean
 
A-14-1

General Manager:

1.
Name:
Rodrigo Swett Brown
 
Principal Occupation:
General Manager of Inversiones Consolidadas Limitada
 
Business Address:
Enrique Foster Sur 20, 18th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-14-2

Schedule A-15

Schedule A-15 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inversiones Salta S.A.
 
Directors:

1.
Name:
Gonzalo Molina Ariztía
 
Principal Occupation:
Lawyer, Partner of Infante, Valenzuela, Molina & Cía.
 
Business Address:
Av. Apoquindo 3885, 6th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Andrónico Luksic Lederer
 
Principal Occupation:
Vice Chairman of Inversiones Consolidadas Limitada; Corporate Manager, International Development,  Antofagasta Minerals S.A.; Director of Quiñenco
 
Business Address:
Apoquindo 4001, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
José Miguel Infante Lira
 
Principal Occupation:
Lawyer, Partner of Infante, Valenzuela, Molina & Cía
 
Business Address:
Av. Apoquindo 3885, 6th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Gonzalo Valenzuela Silva
 
Principal Occupation:
Lawyer, Partner of Infante, Valenzuela, Molina & Cía
 
Business Address:
Av. Apoquindo 3885, 6th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
5.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Lawyer, Partner of Carvallo, Bizzarri & García
 
Business Address:
Av. Nueva Costanera 4229, of. 206
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-15-1

General Manager:

1.
Name:
Rodrigo Terré Fontbona
 
Principal Occupation:
Chairman of Inversiones Consolidadas Limitada, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 18th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
A-15-2

Schedule A-16
 
Authorized Signatories of Inversiones Río Claro Ltda.
 
1.
Name:
Nicolás Luksic Puga
 
Principal Occupation:
Chief Executive Officer of Ionix S.A., Director of Quiñenco, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 21th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Gonzalo Menéndez Duque
 
Principal Occupation:
Director of various companies
 
Business Address:
Agustinas 972, Suite 701
   
Santiago, Chile
 
Citizenship:
Chilean
     
3.
Name:
Manuel José Noguera Eyzaguirre
 
Principal Occupation:
Advisor to the Chairman and the Board of Directors  of Quiñenco
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Antonia Luksic Puga
 
Principal Occupation:
Industrial Designer and Entrepreneur
 
Business Address:
Enrique Foster Sur 20, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
5.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Lawyer, Partner of Carvallo, Bizzarri & García
 
Business Address:
Avenida Nueva Costanera 4229, of. 206
   
Santiago, Chile
 
Citizenship:
Chilean
     
6.
Name:
Davor Domitrovic Grubisic
 
Principal Occupation:
Chief Attorney of Quiñenco
 
Business Address:
Enrique Foster Sur 20, 15th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
7.
Name:
Fernando de Solminihac Tampier
 
Principal Occupation:
Chief Executive Officer
 
Business Address:
Enrique Foster Sur 20, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-16-1

     
8.
Name:
Gloria Vergara Figueroa
 
Principal Occupation:
Chief Financial Officer
 
Business Address:
Enrique Foster Sur 20, 21st Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-16-2

Schedule A-17
 
Directors and General Manager of Inversiones Orengo S.A.
 
Directors:
 
1.
Name:
Andrónico Luksic Craig
 
Principal Occupation:
Chairman of the Board of Directors of Quiñenco, Vice Chairman of the Board of Directors of Banco de Chile and Quiñenco, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 16th Floor
   
Santiago, Chile
Citizenship:
Chilean
 
2.
Name:
Jean-Paul Luksic Fontbona
 
Principal Occupation:
Non-Executive Chairman of Antofagasta plc, Vice Chairman of the Board of Directors of Quiñenco, Director of various companies
 
Business Address:
Apoquindo 4001, 22nd Floor
   
Santiago, Chile
Citizenship:
Chilean
     
3.
Name:
María Paola Luksic Fontbona
 
Principal Occupation:
Entrepreneur
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
4.
Name:
Lukas Yaksic Rojas
 
Principal Occupation:
Business Administrator for the Quiñenco Group
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean

General Manager:

1.
Name:
Lukas Yaksic Rojas
 
Principal Occupation:
Business Administrator for the Quiñenco Group
 
Business Address:
Apoquindo 4001, 14th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-17-1

Schedule A-18
 
Authorized Signatories of Inversiones Alaska Limitada

1.
Name:
Rodrigo Terré Fontbona
 
Principal Occupation:
Chairman of Inversiones Consolidadas Limitada, Director of various companies
 
Business Address:
Enrique Foster Sur 20, 18th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
     
2.
Name:
Alessandro Bizzarri Carvallo
 
Principal Occupation:
Lawyer, Partner of Carvallo, Bizzarri & García
 
Business Address:
Av. Nueva Costanera 4229, of. 206
   
Santiago, Chile
 
Citizenship:
Chilean
     
     
3.
Name:
Rodrigo Swett Brown
 
Principal Occupation:
General Manager of Inversiones Consolidadas Limitada
 
Business Address:
Enrique Foster Sur 20, 18th Floor
   
Santiago, Chile
 
Citizenship:
Chilean
 
A-18-1

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Date: December 1, 2014

 
INVERSIONES Y RENTAS S.A.
 
INVERSIONES IRSA LIMITADA
     
 
By:
/s/ Alessandro Bizzarri Carvallo
 
Name:
Alessandro Bizzarri Carvallo
 
Title:
Attorney-in-fact
     
 
By:
/s/ Francisco Pérez Mackenna
 
Name:
Francisco Pérez Mackenna
 
Title:
Attorney-in-fact
     
  QUIÑENCO S.A.
     
     
 
By:
/s/ Francisco Pérez Mackenna
 
Name:
Francisco Pérez Mackenna
 
Title:
Chief Executive Officer
     
 
LUKSBURG FOUNDATION
 
DOLBERG FINANCE CORPORATION ESTABLISHMENT
 
LANZVILLE INVESTMENT ESTABLISHMENT
 
RUANA COPPER CORPORATION ESTABLISHMENT
 
GEOTECH ESTABLISHMENT
 
ANDSBERG LTDA.
 
ANDSBERG INVERSIONES LTD.
 
ANDSBERG INVERSIONES LTDA.
 
INVERSIONES ORENGO S.A.
   
 
By:
/s/ Andrónico Luksic Craig
 
Name:
Andrónico Luksic Craig
     
 
By:
/s/ Jean-Paul Luksic Fontbana
 
Name:
Jean-Paul Luksic Fontbona
 

 
HEINEKEN N.V.
     
 
By:
/s/ D.R. Hooft Graafland
 
Name:
D.R. Hooft Graafland
 
Title:
Executive Board
     
 
ANDRÓNICO LUKSIC CRAIG
 
PATRICIA LEDERER TCHERNIAK
 
INVERSIONES CONSOLIDADAS LTDA.
 
INVERSIONES SALTA S.A.
 
ANDRÓNICO LUKSIC LEDERER
 
DAVOR LUKSIC LEDERER
 
MAX LUKSIC LEDERER
 
DAX LUKSIC LEDERER
 
INVERSIONES ALASKA LTDA.
 
FERNANDA LUKSIC LEDERER
     
     
 
By:
/s/ Rodrigo Terré Fontbona
 
Name:
Rodrigo Terré Fontbona
 
Title: 
Attorney-in-fact
     
 
NICOLÁS LUKSIC PUGA
 
INMOBILIARIA E INVERSIONES RÍO CLARO S.A.
 
INVERSIONES RÍO CLARO LTDA.
 
ANTONIA LUKSIC PUGA
 
ISIDORA LUKSIC PRIETO
 
MARA LUKSIC PRIETO
 
ELISA LUKSIC PRIETO
     
 
By:
/s/ Fernando de Solminihac Tampier
 
Name:
Fernando de Solminihac Tampier
 
Title:
Attorney-in-fact
 

EXHIBIT INDEX
 
 Exhibit Description
 
1
Joint Filing Agreements, together with Powers of Attorney from each of Luksburg Foundation, Dolberg Finance Corporation Establishment, Lanzville Investments Establishment, Ruana Copper Corporation Establishment, Geotech Establishment, Andsberg Ltd., Andsberg Inv. Ltd., Andsberg Inversiones Ltda., Patricia Lederer Tcherniak, Nicolas Luksic Puga, Guillermo Luksic Craig, Andronico Luksic Craig, Inmobiliaria e Inversiones Rio Claro S.A., Inversiones Salta S.A., Inversiones Consolidadas S.A., Andronico Luksic Lederer, Davor Luksic Lederer, Max Luksic Lederer, Dax Luksic Lederer and LQ Inversiones Financieras S.A. *
2
Amended Shareholder's Agreement dated January 13, 2003 between Quinenco and Heineken Chile.*
3
Syndicated Loan Agreement among Inversiones y Rentas, Banco de Estado de Chile, Banco de Credito e Inversiones and Banco Bilbao Vizcaya Argentaria, Chile dated August 5, 2005.*
4
Syndicated Loan Agreement - Inversiones y Rentas S.A. and Banco del Estado de Chile and Others.*
5
Modification of Syndicated Loan Agreement – Inversiones Y Rentas S.A. and Banco del Estado de Chile and Others.*
6
Joint Filing Agreements for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo S.A., Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer; and Powers of Attorney for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo S.A., Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer.
Loan Agreement, dated July 25, 2013, between Inversiones y Rentas S.A. and Banco del Estado de Chile.
Credit Line Agreement, dated August 6, 2013, between Inversiones y Rentas S.A. and Banco de Crédito e Inversiones.


* Exhibit previously filed
 

The undersigned persons (each being one of the "Reporting Persons") hereby agree that a joint statement of this schedule 13D/A, and any amendments thereto, be filed on their behalf by Alessandro Bizzarri Carvallo, whose address is Av. Nueva Costanera 4229, of 206, Santiago, Chile, and Francisco Pérez Mackenna, whose address is Enrique Foster Sur 20, 16th Floor, Santiago, Chile.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of the items contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

Date:  December 1, 2014
   
     
 
Inversiones y Rentas S.A.
 
Inversiones IRSA Limitada
     
 
By:
/s/ Alessandro Bizzarri Carvallo
 
Name:
Alessandro Bizzarri Carvallo
 
Title:
Attorney-in-fact
     
 
By:
/s/ Francisco Pérez Mackenna
 
Name:
Francisco Pérez Mackenna
 
Title:
Attorney-in-fact
 

The undersigned persons (each being one of the "Reporting Persons") hereby agree that a joint statement of this schedule 13D/A, and any amendments thereto, be filed on their behalf by Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of the items contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

Date:  December 1, 2014
   
 
Inmobiliaria e Inversiones Río Claro S.A.
 
Inversiones Río Claro Ltda.
 
Nicolás Luksic Puga
 
Antonia Luksic Puga
 
Isidora Luksic Prieto
 
Mara Luksic Prieto
 
Elisa Luksic Prieto
     
 
By:
/s/ Fernando de Solminihac Tampier
 
Name:
Fernando de Solminihac Tampier
 
Title:
Attorney-in-fact
 

The undersigned person (being one of the "Reporting Persons") hereby agrees that a joint statement of this schedule 13D/A, and any amendments thereto, be filed on its behalf by Andrónico Luksic Craig, whose address is Enrique Foster Sur 20, 16th Floor, Santiago, Chile, and Jean-Paul Luksic Fontbona, whose address is Apoquindo 4001, 22nd Floor, Santiago, Chile.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of the items contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

Date: December 1, 2014
   
     
 
Inversiones Orengo S.A.
     
 
By:
/s/ Andrónico Luksic Craig
 
Name:
Andrónico Luksic Craig
  Title:
Attorney-in-fact
     
     
 
By:
/s/ Jean-Paul Luksic Fontbana
 
Name:
Jean-Paul Luksic Fontbona
  Title:
Attorney-in-fact
 

The undersigned persons (each being one of the “Reporting Persons”) hereby agree that a joint statement of this schedule 13D/A, and any amendments thereto, be filed on their behalf by Rodrigo Terré Fontbona, whose address is Enrique Foster Sur 20, 18th Floor, Santiago, Chile.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of the items contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

Date: December 1, 2014
   
     
 
Inversiones Alaska Ltda
 
Fernanda Luksic Lederer
     
 
By:
/s/ Rodrigo Terré Fontbona
 
Name:
Rodrigo Terré Fontbona
 
Title:
Attorney-in-fact
 

Power Of Attorney

The undersigned, Inversiones y Rentas S.A., a company whose address is Enrique Foster Sur 20, 14th Floor, Santiago, Chile, does hereby appoint Alessandro Bizzarri Carvallo, whose address is Av. Nueva Costanera 4229, of 206, Santiago, Chile, and Francisco Pérez Mackenna, whose address is Enrique Foster Sur 20, 16th Floor, Santiago, Chile, as its attorneys-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.

 
Signed as of the 1st day of December, 2014.
     
 
INVERSIONES Y RENTAS S.A.
     
 
By:
/s/ Alessandro Bizzarri Carvallo
 
Name:
Alessandro Bizzarri Carvallo
 
Title:
General Manager
     
 
By:
/s/ Francisco Pérez Mackenna
 
Name:
Francisco Pérez Mackenna
 
Title:
Director
     
 
WITNESS:
     
 
/s/ Davor Domitrovic Grubisic
 
Name:
Davor Domitrovic Grubisic
 

Power Of Attorney

The undersigned, Inversiones IRSA Limitada, a limited liability company whose address is Enrique Foster Sur 20, 14th Floor, Santiago, Chile, does hereby appoint Alessandro Bizzarri Carvallo, whose address is Av. Nueva Costanera 4229, of 206, Santiago, Chile, and Francisco Pérez Mackenna, whose address is Enrique Foster Sur 20, 16th Floor, Santiago, Chile, as its attorneys-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.

 
Signed as of the 1st day of December, 2014.
     
 
INVERSIONES IRSA LIMITADA
     
 
By:
/s/ Alessandro Bizzarri Carvallo
 
Name:
Alessandro Bizzarri Carvallo
 
Title:
Authorized Signatory
     
     
 
By:
/s/ Francisco Pérez Mackenna
 
Name:
Francisco Pérez Mackenna
 
Title:
Authorized Signatory
     
 
WITNESS:
     
 
/s/ Davor Domitrovic Grubisic
  Name:
Davor Domitrovic Grubisic

 

Power Of Attorney

The undersigned, Inmobiliaria e Inversiones Río Claro S.A., a corporation whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.

 
Signed as of the 1st day of December, 2014.
     
 
INMOBILIARIA E INVERSIONES RÍO CLARO S.A.
     
 
By:
/s/ Fernando de Solminihac Tampier
 
Name:
Fernando de Solminihac Tampier
     
 
By:
/s/ Gloria Vergara Figueroa
 
Name:
Gloria Vergara Figueroa
     
 
WITNESS:
     
 
/s/  Mónica Lambert Moraga
  Name:
Mónica Lambert Moraga
 

Power Of Attorney

The undersigned, Inversiones Río Claro Ltda., a limited liability company whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.

 
Signed as of the 1st day of December, 2014.
     
 
INVERSIONES RÍO CLARO LTDA.
     
 
By:
/s/ Fernando de Solminihac Tampier
 
Name:
Fernando de Solminihac Tampier
     
 
By:
/s/ Gloria Vergara Figueroa___
 
Name:
Gloria Vergara Figueroa
     
     
 
WITNESS:
     
 
/s/Mónica Lambert Moraga
  Name:
Mónica Lambert Moraga
 

Power Of Attorney

The undersigned, Nicolás Luksic Puga, an individual whose address is Enrique Foster Sur 20,  Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as his attorney-in-fact, for his and his name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as he could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
  By:
/s/ Nicolás Luksic Puga
  Name:
Nicolás Luksic Puga
   
 
WITNESS:
   
 
/s/Gloria Vergara Figueroa
  Name:
 Gloria Vergara Figueroa
 

Power Of Attorney

The undersigned, Inversiones Orengo S.A., a corporation whose address is Apoquindo 4001, Floor 14, Las Condes, Santiago, Chile, does hereby appoint Andrónico Luksic Craig, whose address is Enrique Foster Sur 20, 16th Floor, Santiago, Chile, and Jean-Paul Luksic Fontbona, whose address is Apoquindo 4001, 22nd Floor, Santiago, Chile, as its attorneys-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
 
INVERSIONES ORENGO S.A.
   
  By:
/s/ Andrónico Luksic Craig
 
Name: Andrónico Luksic Craig
   
   
  By:
/s/ Jean-Paul Luksic Fontbona
 
Name: Jean-Paul Luksic Fontbona
   
 
WITNESS:
   
 
/s/Lukas Yaksic Rojas
  Name:
Lukas Yaksic Rojas
 

Power Of Attorney

The undersigned, Inversiones Alaska Ltda., a limited liability company whose address is Enrique Foster Sur 20, 18th Floor, Las Condes, Santiago, Chile, does hereby appoint Rodrigo Terré Fontbona, whose address is Enrique Foster Sur 20, 18th Floor, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
 
INVERSIONES ALASKA LTDA.
   
  By:
/s/ Rodrigo Terré Fontbona
 
Name: Rodrigo Terré Fontbona
   
   
  By:
/s/ Rodrigo Swett Brown
 
Name: Rodrigo Swett Brown
   
 
WITNESS:
   
 
/s/Alessandro Bizzarri Carvallo
  Name:
Alessandro Bizzarri Carvallo
 

Power Of Attorney

The undersigned, Antonia Luksic Puga, an individual whose address is Enrique Foster Sur 20,  Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as her attorney-in-fact, for her and her name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as she could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
  By:
/s/ Antonia Luksic Puga
  Name:
Antonia Luksic Puga
   
 
WITNESS:
   
 
/s/Gloria Vergara Figueroa
  Name:
Gloria Vergara Figueroa
 

Power Of Attorney

The undersigned, Isidora Luksic Prieto, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as her attorney-in-fact, for her and her name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as she could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
  By:
/s/ Isidora Luksic Prieto
  Name:
Isidora Luksic Prieto
   
 
WITNESS:
   
 
/s/ Gloria Vergara Figueroa
  Name:
Gloria Vergara Figueroa
 

Power Of Attorney

The undersigned, Mara Luksic Prieto, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as her attorney-in-fact, for her and her name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as she could do if personally present.

Signed as of the 1st day of December, 2014.
   
Mara Luksic Prieto
   
 By:
Virginia Prieto Cruse
 
Her: Legal guardian and representative
   
 
/s/ Virginia Prieto Cruse
Name:
Virginia Prieto Cruse
   
WITNESS:
   
 
/s/ Gloria Vergara Figueroa
 Name:
 Gloria Vergara Figueroa
 

Power Of Attorney

The undersigned, Elisa Luksic Prieto, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Fernando de Solminihac Tampier, whose address is Enrique Foster Sur 20, 21st Floor, Santiago, Chile, as her attorney-in-fact, for her and her name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as she could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
 
Elisa Luksic Prieto
   
  By:
Virginia Prieto Cruse
  Her:
Legal guardian and representative
   
 
/s/ Virginia Prieto Cruse
 
Name: Virginia Prieto Cruse
   
 
WITNESS:
   
 
/s/ Gloria Vergara Figueroa
  Name:
Gloria Vergara Figueroa
 

Power Of Attorney

The undersigned, Fernanda Luksic Lederer, an individual whose address is Enrique Foster Sur 20, 18th Floor, Las Condes, Santiago, Chile, does hereby appoint Rodrigo Terré Fontbona, whose address is Enrique Foster Sur 20, 18th Floor, Santiago, Chile, as her attorney-in-fact, for her and her name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compania Cervecerias Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as she could do if personally present.

 
Signed as of the 1st day of December, 2014.
   
  By:
/s/ Fernanda Luksic Lederer
  Name:
Fernanda Luksic Lederer
   
 
WITNESS:
   
 
/s/ Gloria Vásquez Villarroel
  Name:
Gloria Vásquez Villarroel
 
 

EX-7 2 ex7.htm EXHIBIT 7

Exhibit 7
FELIX JARA CADOT
NOTARY PUBLIC
SANTIAGO
CHILE
Folio 21.629-2013
AGREEMENT
INVERSIONES Y RENTAS S.A.
AND
BANCO DEL ESTADO DE CHILE
In Santiago, Chile, on July 25, 2013, Inversiones y Rentas S.A., tax No. 96.427.000-7, hereinafter “the Debtor”, an investment company, represented by José Francisco Pérez Mackenna, Chilean, married, commercial engineer, identity card No. 6.525.286-4 and Alessandro Bizzari Carvallo, Chile, married, lawyer, identity card No.7.012.089-5, all for these purposes domiciled at Enrique Foster Sur Street 20, 14th floor, Las Condes; and Banco del Estado de Chile, hereinafter also “the Bank”, an autonomous state entity, represented by Patricio Daniel Yudilevich Serrano, Chilean, commercial engineer, identity card No.9.480.298-9, both domiciled at Avenida Libertador Bernardo O’Higgins 1111, Santiago, appear before me , Felix Hara Cadot, notary public of the 41st Notary office of Santiago. Those appearing are adults who identify themselves with their identity cards and state: FIRST: Banco del Estado de Chile hereby commits to grant to Inversiones y Rentas S.A., a long-term financing, hereinafter also “the Financing”, for up to the equivalent in pesos of two million Unidades de Fomento, in accordance with the terms and conditions contained in the following clauses. SECOND: The Financing shall have the following characteristics: One) Disbursements: it shall be disbursed in one or two drawings as requested by the Debtor in accordance with the following procedure: a) the Debtor shall request the drawing from the Bank in writing, stating the amount required for disbursement. b) Having met the requirements established in this Agreement, on the banking business day next following the date on which the Debtor has presented its request for the drawing, the Bank shall grant the respective loan, net of stamp taxes and notary charges. Two) Period of availability: the complete Financing may only be drawn prior to September 13, 2013. However, should at least one million, five hundred thousand Unidades de Fomento have been drawn by that date, the Debtor may request the difference between two million Unidades de Fomento and the amount drawn  up to November 29, 2013. It is expressly acknowledged that the Financing is not of a revolving nature. Three): Indexation: The Financing shall be denominated in Unidades de Fomento and be payable in Chilean pesos at the value of the Unidad de Fomento on the respective maturity date or date of effective payment, whichever the greater.
 

The Unidad de Fomento is understood to be that referred to in article 35, No.9 of Law18,840, the organic law of the Banco Central de Chile, or that which may replace it in the future and is determined on the same bases or other equivalents. Four) Interest rate: The Financing shall accrue interest as follows: a) From the date of its drawing, it shall accrue interest at a fixed rate of 3.95% annually. b) To calculate the interest, the days shall be considered between the successive interest payment dates stated in this instrument, from one such date until the day prior to the next interest payment date, both inclusive, except for the first period which shall correspond to the days between the date of drawing of the loan and the day prior to the first interest payment date, both inclusive. c) In the event of non-payment or delay in the payment of one or more installments of principal and/or interest of the Financing, the maximum conventional interest rate for indexed credit operations in local currency shall accrue as from that date. Five) Repayments: a) The principal shall be paid in eight successive, annual and equal installments on May 31 of each year; the first shall be payable on May 31, 2016 and the last on May 31, 2023. b) Interest shall be payable annually on May 31 each year, starting on May 31, 2014. c) Should the due date for payment of an installment not be a banking business day, such payment shall be made on the next following banking business day and should include interest calculated on the principal included in such installment, for the days occurring until the day prior to the payment date inclusive. Six) Documentation: The Financing shall be documented with promissory notes at term. The parties agree to record officially as Appendix 1 on this date and notary a form of promissory note to be used. Seven) Prepayment: The Debtor may prepay the Financing fully or partially subject to the following conditions: a) It should give the Bank notice in writing at least ten bank business days prior to the date the prepayment is intended to be made. b) Accrued interest to the date of prepayment should be paid. c) In the case of partial prepayments, their amount may not be less than 10% of the principal outstanding. d) A commission shall be payable equivalent to the breakeven cost of the funding, which shall be determined in accordance with the formula indicated in Appendix 2 which is recorded officially on this date and notary. Eight) Place of payment: the head office of the Bank at Avenida Libertador Bernardo O’Higgins 1111, Santiago. Alternatively, the Debtor may pay by instruction to charge its checking account or by electronic transfer. Nine) Commission in case of non-use: Should the debtor not have requested the drawing of at least one million, five hundred thousand Unidades de Fomento against the Financing by September 13, 2013, it shall pay to the Bank a commission equivalent to the usual financial breakeven cost for this type of operation. This financial breakeven cost shall be applied to the difference between one million, five hundred thousand Unidades de Fomento and the amount drawn and be determined according to the formula indicated in Appendix 3 which is officially recorded on this date and notary. Ten) Additional availability commission: In the event that at September 13, 2013 at least one million, five hundred thousand Unidades de Fomento has been drawn, the debtor shall pay from that date an additional availability commission of 0.30% annually on the amount not drawn of the balance of the Financing, i.e. on the difference between two million Unidades de Fomento and that already drawn. This commission shall accrue for the number of days between September 13, 2013 and the date on which the whole of the remainder of the Financing is drawn or November 29, 2013, for the part undrawn of the balance of the Financing, and be payable on the earlier of November 29, 2013 and the time that the total of the Financing is drawn.  THIRD: The drawing of the loans corresponding to the Financing is subject to compliance with the following requirements: One) That the Debtor has provided the corresponding request for drawing. Two) That there is no cause of accelerated payment as set out in the Fifth clause of this Agreement, Three) That the debtor signs the respective promissory note.
 

FOURTH: By this instrument, Inversiones y Rentas S.A. contracts the following obligations with the Bank, whose representative accepts: One) To maintain directly the ownership of at least 50.1% of the shares issued by Compañía Cervecerías Unidas S.A., tax No. 90.413.000-1. Two) Maintain in its individual semi-annual financial statements a financial debt ratio no higher than 0.6:1. Financial debt ratio shall be understood to be financial debt divided by total assets. All personal or tangible guarantees granted to cover the financial obligations of others, including its subsidiaries, shall be considered as part of the financial debt and should be added to it in calculating the level of debt. Three) Not to grant tangible guarantees in favor of other creditors unless similar guarantees are granted simultaneously in favor of the Bank under the same conditions. Four) Provide the Bank with its annual audited individual financial statements no later than April 30 each year, and its semi-annual financial statements within 72 days of June 30 each year. Five) Provide the Bank semi-annually with a certificate signed by its general manager of compliance with the covenants and negative covenants established in this instrument. The obligations agreed in this clause shall remain in effect until the Financing is fully repaid. FIFTH. The Bank shall be authorized to demand payment of all its loans that are overdue, plus the accrual of the penalty interest established in Four) of the Second clause, in the following cases: One) In the event of non-payment or delay in the payment of one or more installments of any of the loans granted against the Financing. Two) Should the Debtor not fully and promptly comply with any of the obligations contracted by means of this instrument, other than payment of the Financing, and continues in such default for thirty days from being required in writing by the Bank. Three) If it is shown that the warranties or information provided by the Debtor to the Bank in relation to this instrument are or had been incorrect, deceitful or incomplete, except for manifest error, and the Debtor does not complete, add, resolve or correct the declarations objected to or claimed by the Bank within 15 days of being required to do so in writing. Four) If, following this date and without justified reason, the debtor does not promptly and fully pay the duties, property taxes and taxes of any kind and the social security withholdings and contributions that it is obligated to pay by law or ceases to pay financial obligations amounting to over one hundred and fifty Unidades de Fomento or a creditor accelerates for any reason obligations for an amount of more than one hundred and fifty Unidades de Fomento and such non-compliances are not resolved within ten days from the date of their payment default or acceleration of the obligation. Five) Should the Debtor fall into cessation of payments, be declared bankrupt or make proposals for a judicial or extra-judicial creditors’ agreement. SIXTH: The Debtor is obliged to pay Banco del Estado de Chile a commission equivalent to 0.35% of the amount disbursed as a closing commission of this Financing. This commission is payable simultaneously with each Financing drawing and will be deducted from it, for which the Bank is hereby authorized. SEVENTH: All expenses, duties and taxes deriving from this instrument shall be for the exclusive account of the Debtor. EIGHTH: For all purposes of this instrument, those appearing set their domicile in the city and municipality of Santiago and submit to its courts of justice. The powers of the representatives of Inversiones y Rentas S.A. appear in public deed dated April 6, 2009 before the Santiago notary René Benavente Cash. The powers of the representative of Banco del Estado de Chile appear in public deed dated June 12, 2008 before the Santiago notary Ricardo Reveco Hormazábal. These deeds are not included as they are known to the parties and the notary authorizing. Note prepared by the lawyer Urbano Marin Loyola. The parties sign following a prior reading. Copy given. Authorized
(Signatures
(Authorization and stamp of notary)
 

APPENDIX 1
PROMISSORY NOTE
I owe and will pay to the order of Banco del Estado de Chile at its head office at Av. Libertador Bernardo O’Higgins 1111, Santiago, the amount equivalent in pesos to UF__ (… Unidades de Fomento) with respect to principal, that I have received on loan from that banking corporation, which amount I will repay, according to the value of the Unidad de Fomento on the respective interest payment date or date of effective payment, whichever the greater, plus the interest agreed as follows in accordance with the following timetable:
Installment 1: interest only, due on May 31, 2014.
Installment 2: interest only, due on May 31, 2015.
Installment 3: UF __ plus interest, due on May 31, 2016
Installment 4: UF __ plus interest, due on May 31, 2017
Installment 5: UF __ plus interest, due on May 31, 2018
Installment 6: UF __ plus interest, due on May 31, 2019
Installment 7: UF __ plus interest, due on May 31, 2020
Installment 8: UF __ plus interest, due on May 31, 2021
Installment 9: UF __ plus interest, due on May 31, 2022
Installment 10: UF __ plus interest, due on May 31, 2023

The principal outstanding shall accrue interest in accordance with the following:

a) From this date, interest shall accrue at a fixed rate of 3.95% annually.
b) To calculate the interest, the days shall be considered between the successive interest payment dates stated in this instrument, from an interest payment date until the day prior to the next interest payment date, both inclusive, except for the first period which shall correspond to the days between the date of this promissory note and the day prior to the first interest payment date, both inclusive.
In the event of non-payment or delay in the payment of one or more installments of principal and/or interest of the obligation, the Bank is authorized to demand payment of all the debt outstanding at the date of such delay as if it were due. From the date of delay also, the obligation shall accrue the maximum conventional interest rate for indexed credit operations in local currency applicable at the date of this instrument, unless such interest rate were less than that applicable to the debt at the date of default, in which case the latter shall continue to accrue.
This obligation shall be indivisible for all legal purposes. This promissory note is signed without the obligation to demand enforcement but if the holder opts to make such demand it may do so at its discretion, in banking or notary form or by the corresponding public officer. In each case, in the event of demand, the signer is obliged to pay the related expenses and taxes.
All the taxes, notary fees and other expenses affecting this promissory note shall be for the account of the signer.
For all legal purposes deriving from this promissory note, the signer sets domicile in the municipality of Santiago and submits to the competence of its ordinary courts of justice.
 

Santiago, …… 2013
Signer: Inversiones y Rentas S.A.. Tax No. 96.427.000-7
Representatives: ………………………… Tax No…………
                                 ………………………… Tax No…………
Domicile: Enrique Foster Sur Street 20, 14th floor, Las Condes, Santiago

Signed by signer and signed and stamped by the notary)
 

APPENDIX 2
PREPAYMENT COMMISSION
Inversions y Rentas S.A. and Banco del Estado de Chile
This Appendix forms an integral part of the public deed of OPENING OF FINANCING CONTRACT signed before this notary, Felx Jara Cadot, on ….. 2013.
The formula for calculating the prepayment commission that the customer Inversions y Rentas S.A. should pay in the event of prepayment of the Financing is as follows:
The positive difference between the interest rate current at the time of drawing of the Financing and the interest rate current at the time of prepayment, as follows:
Prepayment commission = PV (Prepayment interest rate) – PV (Loan interest rate)
1) The loan interest rate is the rate assigned at the outset, i.e. 3.95% annually.
2) The prepayment interest rate is the interest rate applicable to the residual flows of the Financing and shall be calculated as follows:
Residual term Financing
Prepayment interest rate
   
Term < = 2 years
BCU + 0.50%
   
2 years < term < = 5 years
BCU + 0.70%
   
5 years < term < = 10 years
BCU + 1.00%
BCU: For these purposes, BCU shall be understood to be bonds called “Bonds of Banco Central de Chile in UF” of a term equal to the residual term of the Financing. Should for any reason it not be possible to use the BCU, indexed instruments of the Banco Central de Chile determined by Banco del Estado de Chile shall be used for these purposes, whose term is equivalent to the residual term of the Financing. Should there be no BCU of a term equal to the residual term of the Financing, it shall be interpolated lineally using the contiguous BCUs.
In each case, the BCU rate shall be the weighted average of the last five banking business days immediately prior to date the prepayment is made and obtained from any of the Chilean stock markets. For purposes of the calculation, it shall be necessary that trading in these BCU bonds has been for at least the equivalent of fifty thousand Unidades de Fomento.
3) PV is the present value of the cash flows pending payment of the financing discounted at the corresponding rate.
 
Present value shall be calculated using the following equation.
 

Present value =  
Amount to be prepaid
__________________
Balance outstanding
             
Where
r       : discount rate expressed on an annual basis
C       : installment payable in the period or number of payment t, where t belongs to I, … , T
t        : 1,2,3…T; number of installments pending payment
t        : Payment date of installment t of the Financing
t        : Prepayment date of the Financing

(Authorized by the notary)
 

APPENDIX 3
NON-USE COMMISSION
Inversions y Rentas S.A. and Banco del Estado de Chile
This Appendix forms an integral part of the public deed of OPENING OF FINANCING CONTRACT signed before this notary, Felx Jara Cadot, on ….. 2013.
The formula for calculating the non-use commission that the customer Inversions y Rentas S.A. should pay in the event that, as of September 13, 2013, it has not requested the drawing of at least UF 1,500,000 against the Financing, is as follows:
The positive difference between the agreed interest rate for the Financing and the interest rate current on September 13, 2013, as follows:
Prepayment commission = PV (Non-use interest rate) – PV (Loan interest rate)
1) The loan interest rate is the rate assigned at the outset, i.e. 3.95% annually.
2) The non-use interest rate is the BCU 7 years rate + 1.00%
BCU: For these purposes, BCU shall be understood to be bonds called “Bonds of Banco Central de Chile in UF” of a term equal to the residual term of the Financing. Should for any reason it not be possible to use the BCU, indexed instruments of the Banco Central de Chile determined by Banco del Estado de Chile shall be used for these purposes, whose term is equivalent to the term of the Financing.
For the purpose of this calculation, the BCU 7-year rate shall be the weighted average of the last five banking business days immediately prior to date the prepayment is made and obtained from any of the Chilean stock markets, in its daily publication of the BCU 7-years benchmark.
3) PV is the present value of the cash flows pending payment of the financing discounted at the corresponding rate, supposing that UF1,500,000 has been drawn.
Present value shall be calculated using the following equation.
 
Present value =
      
 

Where
r       : discount rate expressed on an annual basis
C       : installment payable in the period or number of payment t, where t belongs to I
t        : 1,2,3…T; number of installments pending payment
t        : Payment date of installment t of the Financing
t        : Prepayment date of the Financing

(Authorized by the notary)
 
 

EX-8 3 ex8.htm EXHIBIT 8

Exhibit 8
 
CREDIT LINE AGREEMENT
 
BANCO DE CRÉDITO E INVERSIONES
 
to
 
INVERSIONES Y RENTAS S.A.
 
In SANTIAGO, CHILE, on August 6th, 2013, before me, RENE BENAVENTE CASH, attorney, Notary Public holder of the 45th Notary Public Office of Santiago, domiciled in this city, at Paseo Huérfanos N°979, 7th floor, Santiago district, appear: Mr. JOSE FRANCISCO PEREZ MACKENNA, Chilean, married, business administration engineer, national identity card N° 6,525,286-4, and Mr. ALESSANDRO BIZZARRI CARVALLO, Chilean, married, attorney, national identity card N° 7,012,089-5, both representing INVERSIONES Y RENTAS S.A., an open stock company validly incorporated and in force pursuant to the regulations of the Republic of Chile, IRS identification N° 96,427,000-7, all of them domiciled for this purpose at Enrique Foster Sur N° 20, 14th floor, Las Condes district, Metropolitan Region; hereinafter the “Debtor” on the one hand, and on the other Mr. JOSE LUIS FIGUERAS SEPULVEDA, Chilean, married, business administration engineer, national identity card N° 8,826,946-2 and Mr. ALDO BONOMETTI ARANCIBIA, Chilean, married, industrial civil engineer, national identity card N° 11,472,548-K, both of them representing BANCO DE CREDITO E INVERSIONES, a Chilean banking open stock company, IRS identification N° 97,006,000-6, all of them domiciled at Avenida El Golf N° 125, Las Condes district, Metropolitan Region hereinafter, also the “Bank” or “BCI” or the “Creditor”, all of them of age, who have certified their identities with their corresponding cards, and state: FIRST: STATEMENTS AND ASSURANCES. Through this instrument the Debtor declares and guarantees to the Bank as follows: (a) That it is an open stock company legally incorporated and validly existing under the laws of the Republic of Chile; that is has all necessary proxies and powers necessary to act as owner of its assets and to carry out its businesses. Also, it declares to the best of its knowledge there is no petition, proceeding or demand aimed to obtain the Debtor’s liquidation or dissolution. (b) That it has all necessary powers and authorizations necessary to execute, subscribe and comply with this Agreement. (c) That the execution of this Agreement does not require the approval or authorization neither of any Governmental or judicial authority nor of any third party, except for those already obtained and which remain valid, and that neither the execution nor the compliance with this Agreement are against any legal, administrative or regulatory standard or judicial resolution applicable or binding on the Debtor. (d) That it has not initiated nor has there been initiated, or in any other way has it become aware or been notified of the initiation of legal proceedings aimed to its bankruptcy, liquidation, judicial intervention, judicial or extra-judicial covenant, or any other measure of similar nature. (e) That the obligations undertaken by the Debtor by virtue of this Agreement are valid, legally binding and enforceable against it pursuant to the terms indicated in this instrument. (f) That the financial, commercial, economic and legal background delivered prior to this date to the Bank by the Debtor and related to it are true, complete and exact. (g) That the execution and subscription by the Debtor of this Agreement and the exercise of its rights and obligations as established in it are not and shall not be (i) incompatible with any agreement, covenant or contract of which the Debtor is a part, which is mandatory or compromising on any of its assets;
 

(ii) incompatible with the Debtor’s by-laws; or (iii) incompatible with any applicable law, regulation or rules. SECOND: Covenant for Credit Lines Opening. Through this instrument and on this occasion the Creditor has agreed with the Debtor, who accepts entering into this covenant for credit lines opening pursuant to the terms and conditions agreed herein below, hereinafter and indistinctively the “Agreement”, in order to regulate the financing to be granted to Debtor pursuant to this instrument. THIRD: Amount, Disbursement and Validity of the Credit Line. Through this instrument the Bank opens a credit line in favor of the Debtor, hereinafter the “Credit Line” for a total amount of up to UF 1,750,000. The loans granted to the Debtor under the Credit Line, hereinafter the “Loans” shall be disbursed at the request in writing to the Bank by the Debtor, hereinafter the “Disbursement Request” at least two banking working days in advance of the corresponding disbursement date. Disbursement Requests against the Credit Line opened through this instrument shall be an irrevocable disbursement order from the Debtor to the Bank. Also, the Debtor declares and undertakes to receive the amounts requested and withdrawals or disbursement shall be made against the Credit Line. The Creditor shall deliver the amount(s) requested by the Debtor against the Credit Line, with prior deduction of the stamp duties levied on the corresponding promissory notes to be entered by the Debtor in order to guarantee the corresponding loan(s) to be received; the amount corresponding to the fees accrued in favor of Creditor; and the added value tax on such fees and the Notary Public fees related to the authorization of the promissory notes guaranteeing such disbursements. The Credit Line shall not be revolving, consequently ordinary or anticipated repayment made by the Debtor against disbursements received shall not entitle it to new availability or disbursements. The loans granted against the Credit Line will be in Unidades de Fomento. The total amount of the capital owed by the Debtor to the Bank on account of the loans or disbursements granted in Unidades de Fomento shall be adjusted as from the date of the corresponding withdrawal or disbursement to the date of effective repayment at the same rate as the Unidad de Fomento’s adjustment set by the Central Bank of Chile. The Unidad de Fomento is the one referred to In Supreme Decree N°40 of 1967 of the Ministry of Finance. In the event the Unidad de Fomento ceases to exist or its monthly calculation formula is modified, the adjustment index calculated on the basis of the Consumer Price Index (IPC) replacing it shall be applied daily as of the date when the Unidad de Fomento ceased to exist, and in the event there is no replacement unit the IPC variation as determined by the National Institute of Statistics or the entity replacing it shall be directly applied on a daily basis according to the monthly percentage published in the Official Gazette. The persons appearing state that the value of the Unidad de Fomento will be the one of the date when effective repayment is made, except when repayment is made after the due date in which case the value of the Unidad de Fomento applied will be the one of the maturity date in the event it is greater. FOURTH: Validity of the Credit Line. The Credit Line will be valid until October 30th, 2013 when the obligation by the Bank to maintain availability of the amounts not disbursed as of such date to the Debtor shall cease entirely and completely, so that as of such date the obligation by the Bank to make new disbursements against the referred credit line shall end and become void. FIFTH: Conditions precedent to the disbursement of the loans against the Credit Line. The Creditor shall deliver the disbursements requested by the Debtor pursuant to this Agreement provided that the following prior conditions have been complied with:
 

a) That the Disbursement Request has been filed within the term and under the requirements mentioned in the third clause above, specifying the disbursement amount; b) That all commissions and expenses previously approved by the Debtor and that any stamp duties to be paid related to the disbursement(s) to be made against the Credit Line are duly paid or provisioned as of the date of the corresponding disbursement; c) That the Bank has received together with the Disbursement Request from the Debtor the corresponding Promissory Note(s) guaranteeing such disbursements, subscribed essentially under terms identical to the format included as Schedule A to this Agreement by proxies of the Debtor with sufficient powers and whose signatures are duly authorized before a Notary Public. d) That a certificate has been delivered to the Bank signed by the Chief Executive Officer of the Debtor or whoever replaces him stating that the company is in compliance with its covenants, that it has not breached any of its negative covenants and that there is no reason for enforceability as agreed in the current agreement. e) That the Debtor has not undergone a situation or event which could represent an material adverse effect. One or more events adversely affecting and that reasonably could affect in a significant manner (i) the businesses, activities, financial position or in any other manner the operations, results, real estate or estimates of the Debtor and/or Compañía de Cervecerías Unidas S.A. which affect the Debtor and/or Compañía de Cervecerías Unidas S.A.’s capacity to comply with repayment obligations undertaken by the Debtor by virtue of this agreement and the supporting documents of each of the Loans to be disbursed against the current line or which affect the rights or actions of the Bank pursuant to the referred documents related to the Loans shall be understood as “Material Adverse Effect”. The parties hereby expressly state that the above conditions have been established for the sole benefit of the Creditor, consequently he will be entitled to waive to them or in their respect in whole or in part and at its sole decision, with or without conditions, but in no event shall the Bank arbitrarily consider them as non-complied with. In any event, it is stated that the express or implicit waiving by the Creditor to any or all of the above conditions does not purport to be a future waiver to such conditions, consequently they shall be fully enforceable whenever necessary. SIXTH: Repayment of the Loans disbursed against the Credit Line, Interest Rate, Date and Place of Interest Repayment . 6.1) Loans Repayment. The capital owed by virtue of the disbursement(s) to be made against the Credit Line shall be repaid in annual and equal instalments, in the manner and on the dates agreed between the Debtor and the Creditor on the date of the corresponding disbursement and as established on the Promissory Note(s) executed on the occasion of each disbursement, corresponding to the first capital repayment notwithstanding its delivery date to May 31st, 2016 and from then annually on May 31st of each year, with the last repayment due on May 31st, 2023. 6.2) Interest Rate. The capital owed by reason of each of the disbursements made against the Credit Line, duly adjusted, shall accrue interest as of the date of the corresponding disbursement and until the date of its entire and effective repayment an annual fixed interest rate of 4.12%. 6.3) Date of Interest Repayment. Interests will be annually repaid on the dates indicated in the corresponding promissory note(s) executed on the occasion of the disbursement(s) made against the Credit Line. Interests shall be repaid based on the number of days effectively lapsed during each interest period including the first day but excluding the last day of the corresponding interest period, being such interest calculated on the basis of 365-day year.

The first interest payment shall be due on May 31st, 2014 and the remaining interest payments thereafter due on May 31st of each year, the last of which due on May 31st, 2023. 6.4) Date postponement due to Non-working Days. In the event any capital or interests repayment date to be made pursuant to the promissory note(s) executed by the Debtor falls on a banking non-working day, such payment will be understood as postponed to the next banking working day immediately after and such payment shall include the interest corresponding to the days included in the postponement, without duplicity of interests, calculated according to the rate of the accrued interest term. 6.5) Place of Loans Repayment. The duly adjusted capital and its interests shall be paid at the Bank’s domicile as indicated in the preface, or at any of its branches. 6.6 Indivisibly and Severally. All obligations derived from each of the disbursements under the Credit Line shall be severable for the subscriber(s) and the rest of the individuals obliged to pay and they shall be considered indivisible for the Debtor and its successors for all legal purposes, particularly those contained in Articles 1.526 N° 4 and 1.528 of the Civil Code. SEVENTH: Fees and Prepayments. 7.1) Fees. The Debtor shall pay to the Bank a fee for Credit Line opening amounting to UF 7,875 equivalent to 0.45% of the Credit Line amount. 7.2) Prepayments. The Debtor may repay the indebted capital in advance, provided that: (i) it delivers an irrevocable notice in writing to the Bank at least 30 calendar days in advance to the prepayment date, and (ii) it pays to the Bank as an additional cost or compensation for such early prepayment the equivalent of the amount of interest accrued as of the prepayment date, plus breaking-fund cost which is the amount in UF resulting from the application of the following formula: (a) VP Two less VP One times (b) the quotient between prepaid capital and unpaid balance. The terms of this formula have the following meaning: (i) “VP One” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date discounted at the fixed interest rate of credit granting, and (ii) “VP Two” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date discounted at the interest rate resulting from adding (i) the BCU interest rate representing the remaining duration of the corresponding loan which is prepaid on the prepayment date, plus (ii) a margin or spread of 0.8 annual percentage points. For this purpose, the interest rate for “VP Two” will be the BCU on the Riskamerica.com web page as of the date immediately prior to prepayment date. In the event the result of the formula is negative, there shall not be a fixed rate breaking-fund cost payment, and only the capital and interests accrued as of the anticipated date shall be paid. In case of partial prepayments, their amount shall not be lower than 10% the indebted capital. EIGHTH: Documents corresponding to the Disbursements granted against a Credit Line. In order to guarantee the Debtor’s obligations to repay to the Creditor the amounts of currency disbursed against the Credit Line and their interest the Debtor shall, as of the date of each disbursement it may request, subscribe to the order of the Bank one or more fixed term promissory notes in the amount corresponding to the disbursement. Subscription and delivery of promissory notes shall neither cause a novation nor affects or will affect in any manner the obligations undertaken by the Debtor with the Bank on the occasion of this Agreement. NINTH: Debtor and Third Parties’ Obligations. 9.1) Debtor’s Covenants. As from the date of this Agreement and until the date when all and each of the repayment obligations contained in this Agreement are completely and entirely complied with, as well as the promissory notes guaranteeing each of the Loans, the Debtor undertakes to comply with the following covenants: (a) To keep and maintain its existence and legal validity, as well as to preserve and maintain its line of business;
 

(b) To deliver to the Bank any accounting, financial or other information that in the opinion of the Bank is necessary to certify its compliance with the obligations, limitations and restrictions established in this Agreement; (c) To maintain the corresponding accounting books and logbooks pursuant to law and to generally accepted accounting principles in Chile, as well as the Debtor’s books and records pursuant to law; (d) To deliver to the Bank its annual audited financial statements no later than April 30th of each year, and semi-annual no later than 75 days after June 30th of each year; (e) To pay all taxes and other applicable taxation obligations, as well as those of labor origin or other preemptive according to the legislation in force, except for those contested in good faith and pursuant to the adequate legal proceedings; (f) To communicate to the Bank as soon as it becomes aware of any non-compliance or cause of non-compliance according to this Agreement. In addition, it shall also deliver semi-annually to the Bank a certificate executed by the Chief Executive Officer stating that the Debtor is in compliance with the covenants and that it has not  violated any of the negative covenants agreed upon in this instrument; (g) To maintain in its semi-annual financial statements an indebtedness level not higher than 0.5 as measured in the figures of its individual balance sheet. Such indebtedness shall be understood as the division between the Debtor’s total liabilities and total assets. The amount corresponding to guarantees, simple and joint bail bonds, joint indebtedness or any other guarantees, either personal or real it may have delivered to guarantee third-parties liabilities even of its subsidiaries shall be added to total liabilities when calculating the indebtedness level; (h) To ensure that the rights or requirements of the Bank against the Debtor by virtue of this Agreement have at least the same priorities as the rights or requirements of its creditors of the same class; (i) To maintain control over COMPAÑÍA DE CERVECERÍAS UNIDAS S.A., IRS Identification N°90,413,000-1 understood as the direct or indirect ownership of over 50.1% of the shares with voting rights at the Shareholders Meetings, and the domain over rights and interests on the capital granting it the right to appoint or elect the majority of the members of its Board of Directors. Also, it shall be the holder, either directly or indirectly of at least 50.1% of the shares of COMPAÑÍA DE CERVECERÍAS UNIDAS S.A. It is herein stated that as of this date the Debtor maintains both directly and indirectly 66.11% of that company’ shares. 9.2) Debtor’s Negative Covenants. Regardless the rest of the obligations undertaken by the Debtor by virtue of this Agreement and while any indebted amount is pending of payment by virtue of this Agreement the Debtor shall not, without previous consent in writing by the Bank: (a)  Make significant amendments to the Debtor’s by-laws. “Significant Amendments” shall be understood as those which purpose is to amend the line of business, to reduce the Debtor’s capital or to modify its duration; (b) To grant a pledge, mortgage or any kind or lien or real right over any asset owned by the Debtor, or to grant its personal or general guarantee in favor of third parties, except for those bonds already granted and valid as of the date of this instrument. In the event of granting real or personal guarantees in favor of third parties, the Debtor shall simultaneously grant guarantees in favor of BCI under similar conditions as third parties. TENTH: Reasons for the Enforceability of the Loan. The Bank shall be empowered to immediately demand repayment of the total Loans as if they had matured in the case of violation of the obligations described in the Ninth Clause above, and besides in the following cases: (a) If the Debtor incurs a delay or postponement of capital and interests repayment as agreed and such non-compliance continues for over 3 continuous days;

(b) If the Debtor incurs a delay or simple postponement of the payment of any other financial obligation different from those mentioned in letter (a) above, in an amount higher than UF 150,000 and such delay or simple postponement is not solved during 15 working days; (c) If the Debtor does not comply or postpones the compliance with any of the obligations specified in this Agreement or in any of the promissory notes or extension forms to this effect executed without expressing the cause for such non-compliance except as indicated in letter (a) above, and such non-compliance continues for over 30 continuous days following the Bank’s notice; (d) If the Debtor and/or COMPAÑÍA DE CERVECERÍAS UNIDAS S.A., IRS Identification N°90,413,000-1 go bankrupt according to the Chilean or any other jurisdiction’s bankruptcy laws; an involuntary bankruptcy proceeding is initiated against the Debtor, or a liquidating proceeding is initiated against the Debtor; or if the Debtor initiates any other proceeding aimed to liquidate its assets due to insolvency or non-compliance of its obligations; or if the Debtor surrenders its assets in general to its creditors; or in the event an extra-judicial covenant proceeding has been initiated as regards the Debtor, or a bankruptcy preventive or judicial covenant according to Chilean or any other jurisdiction’s bankruptcy laws; (e) In the event any of the statements or guarantees made or considered as made by the Debtor in the First Clause turn to be materially inaccurate or wrong, except in case of evident mistake and provided that the Debtor does not complete, add, solves or corrects such statements or guarantees within the following 15 days following the date of the Bank’s notice. It is expressly stated that all previously mentioned non-compliance causes have been established for the exclusive benefit of the Bank, being consequently entitled to use them or not, but in case the Bank decides not to use them it shall not in any event be understood as a damage or prejudice to the rights granted to the Bank by the current Agreement or the law. Also, it is expressly stated that such causes for enforceability are without prejudice of others established by the law and/or any other document executed between the parties, whether or not related to this Agreement, and without prejudice to the rest of rights corresponding to the Bank according to law. ELEVENTH: For the purposes of article 434 N° 4 of the Code of Civil Proceedings the parties herein expressly declare that the promissory note(s) to be subscribed by the Debtor by virtue of this agreement are entirely independent and autonomous from this instrument, which exclusive purpose is to establish the terms and conditions under which the Loan is granted, and the Debtor herein acknowledges their condition of executive title independently from this instrument. TWELFTH: The Debtor duly represented declares in favor of the Bank that an authorized copy of this deed is a good and sufficient executive title to initiate all legal actions regarding the obligation contained in this Agreement. THIRTEENTH: In the event for any reason one or more stipulations of this Agreement is declared void and without effect, in whole or partially, such declaration shall not affect the validity of the rest of the stipulations herein contained. FOURTEENTH: Assignment: The Bank will be entitled to assign to another bank or entity all or part of its credits under this Agreement, without any additional cost for the Debtor in minimum amount of US$ 20 million, currency of the United States. The Bank shall: (a) previously notify the circumstance of the assignment to the Debtor; and (b) to execute the corresponding instruments to document such assignment. In the corresponding assignment deed the assignee shall expressly declare that it assumes all the assignor obligations and that it shall be bound by everything stated in this Agreement. FIFTEENTH:
 

The payment of all taxes, rights and expenses arising or which could arise as a consequence of this Agreement, of the Loan herein contained, of the promissory note(s), of the documents granted or executed by virtue of this Agreement, as well as those derived from the amendments and postponements of any of the above, and all expenses arising from the instruments or actions entered into after the signature of this Agreement or originated by this Agreement, including those expenses the Bank may incur by virtue of the forced execution of this Agreement and the promissory note(s), shall be exclusively borne by the Debtor. SIXTEENTH: For all the purposes of the current Agreement the parties hereby declare to be domiciled in the city and district of Santiago and to be subject to the jurisdiction of its Courts. Proxies: The power of the representatives of BANCO DE CRÉDITO E INVERSIONES is contained in the public deed dated May 18th, 2012, granted before the Notary Public of Santiago, Mr. Alberto Mozo Alar. The power of the representatives of INVERSIONES Y RENTAS S.A. is contained in the public deed dated April 6th, 2009, granted before the Notary Public of Santiago, Mr. René Benavente Cash. The persons appearing execute this document after reading it at the Notary Public’s Office. Copies are delivered. I ATTEST.
 
(signature and fingerprint)
 
JOSE FRANCISCO PEREZ MACKENNA
 
IC N°6,525,286-4
 
On behalf of INVERSIONES Y RENTAS S.A.
 
   
(signature and fingerprint)
 
ALESSANDRO BIZZARRI CARVALLO
 
IC N°7,012,089-5
 
On behalf of INVERSIONES Y RENTAS S.A.
 
   
(signature and fingerprint)
 
JOSE LUIS FIGUERAS SEPULVEDA
 
IC N°8,826,946-2
 
On behalf of BANCO DE CRÉDITO E INVERSIONES
 
   
(signature and fingerprint)
 
ALDO BONOMETTI ARANCIBIA
 
IC N°11,472,548-K
 
On behalf of BANCO DE CRÉDITO E INVERSIONES
 
 

PROMISSORY NOTE (UF)
 
Operation N°
 
On account of the amount received I owe and will pay to the order of BANCO DE CREDITO E INVERSIONES, at its office of El Golf N°125, Las Condes, Santiago, or at any of its branches the amount of UF _________ (__________ Unidades de Fomento) equivalent as of this date to Ch$_______ (__________ pesos Chilean currency).

INTEREST RATE
The indebted capital shall accrue an annually matured interest rate of __% as of this date and for the entire agreed term. Interest shall be calculated on the unpaid capital and shall be paid for each interest period based on the number of days effectively lapsed during each interest period and on the basis of 365 days.

CAPITAL REPAYMENT
The indebted capital shall be repaid in __ annual, equal and successive instalments of UF ___ each, with the first payment due on May 31st, 2016 and the remaining payments each due on May 31st of each subsequent year, the last of which due on May 31st, 2023.

INTERESTS
On the other hand, interests shall be paid in __ equal and successive instalments, the first of which due on May 31st, 2014 and the remaining payments each due on May 31st of each subsequent year, the last of which due on May 31st, 2023.

Postponement due to non-working day. Capital and interests repayment instalments shall be paid on their due dates provided such day is a banking working day. Otherwise, they shall be paid on the next banking working day.

Equivalence. Indebted amounts, both of capital and interests, shall be calculated in their equivalent to the Chilean currency as of the effective payment day.

Prepayments. The Debtor may prepay the indebted capital provided that: (i) it previously delivers an irrevocable notice in writing to the Bank at least 30 days in advance to the prepayment date; and (ii) it pays to the Bank as an additional cost or compensation for such early prepayment the equivalent of the amount of interest accrued as of the prepayment date, plus breaking-fund cost which is the amount in UF resulting from the application of the following formula: (a) VP Two less VP One times (b) the quotient between prepaid capital and unpaid balance. The terms of this formula have the following meaning: (i) “VP One” shall correspond to the current value of unpaid capital and interest instalments as of prepayment date discounted at the fixed interest rate of credit granting, and (ii) “VP Two” shall correspond to the current value of unpaid capital and interest instalments as of the prepayment date discounted at the interest rate resulting from adding (i) the BCU interest rate representing the remaining duration of the corresponding loan which is prepaid on the prepayment date, plus (ii) a margin or spread of 0.8 annual percentage points. For this purpose, the interest rate for “VP Two” will be the BCU on the Riskamerica.com web page as of the date immediately prior to prepayment date. In the event the result of the formula is negative, there shall not be a fixed rate breaking-fund cost payment, and only the capital and interests accrued as of the anticipated date shall be paid. In case of partial prepayments, their amount shall not be lower than 10% the indebted capital.
 

Interest on Arrears. In the event of a delay or delinquency in the compliance with this obligation, it shall accrue the maximum conventional interest valid during such term as of the delay date and in favor of the Creditor.

Enforceability. In the event of lack of timely payment of any of the capital and/or interest instalments contained in this obligation the Creditor shall be empowered to immediately demand early repayment of the unpaid capital as of that date, which shall be considered as if it had matured and it shall accrue the maximum conventional interest rate in favor of the Creditor or whoever represents its rights. It is expressly stated that the exercise of this right is a punishment to subscriber for the non-payment of the debt and it constitutes a power established for the sole benefit of the Creditor, which in no event alters the maturity date of the originally agreed promissory note or the enforceability of the exchange and executive actions derived from it. The Bank shall be entitled to immediately demand early repayment of the total indebted amount and all pending maturity dates shall expire as a consequence of the delay, due to protest of the Debtor or the Guarantor, due to lack of payment of any document, promissory note, letter of exchange or check accepted, subscribed, withdrawn or guaranteed by it. It is expressly stated that the Debtor shall certify payment of the instalments contained in this instrument in the event of judiciary collection.

Indivisibly and Severally. All obligations derived from this promissory note shall be severable for the subscriber, guarantor(s) and the rest of the individuals obliged to pay and they shall be indivisible for its successors. In addition, the subscriber shall pay the expenses, taxes and personal and procedural costs which may arise.

Domicile and Competence. For all legal, judicial or extrajudicial purposes derived from this promissory note, I expressly extend jurisdiction to the Courts of Justice of the district and city of ­­______, which shall be mandatory for subscriber and for its guarantors, endorsers or obliged through a guarantee. Without prejudice of this jurisdictional extension, I declare only for the purposes of judicial citation that my domicile and residence are those indicated in the body of this title, and I undertake to provide a prompt notice in writing, through a registered letter addressed to the Bank in the event of any future change of domicile.

Stamps Tax. The stamps tax that levies this document is paid through monthly currency income at the Republic’s Treasury as per Decree Law N°3475.

In _____, on ___________


Signature of Subscriber
 
NAME OR COMPANY NAME
 
IRS Identity N°
LEGAL REPRESENTATIVE
 
IRS Identity N°
LEGAL REPRESENTATIVE
 
IRS Identity N°
DOMICILE
DISTRICT
CITY
 

I authorize the subscribers’ signatures of this document:

Mr.
 
  IRS Identity N°
Mr.
 
  IRS Identity N
 
Who represent  
   
     
On __, ____________
 


Notary Public
 
 

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