C.

Transformation

Deed of transformation from a single limited liability company to a joint stock

company.

................ E.I.R.L.

................ SpA

At ........., on the ... of ............, before me, [NOTARIAL APPEARANCE],

appear: ............., nationality ............., marital status ............., ............. years old,
profession/occupation ............., national identity card and unique tax identification
number ............., domiciled at ............., commune of ..............; the undersigned, of
legal age, who proves his identity with the aforementioned card, and states:

FIRST: BACKGROUND. The company ................ E.I.R.L. was constituted

according to the public deed dated .............., granted at the Notary's office
of ............... of Mr. .............., an extract of which was registered on page ...............
number .............. of the year .............. of the Commercial Registry of .............., and
was published in the Official Gazette of ................ To date, it has not undergone
any changes.

SECOND: TRANSFORMATION. By the present act, the undersigned, as the sole

and current partner of the company ................ E.I.R.L. The Company hereby
transforms said company into a joint stock company, which shall be governed by
these bylaws and by Paragraph Eight of Title VII of Book II of the Code of
Commerce; and, supplementarily, in silence of these bylaws and that paragraph of
the Code of Commerce, and only in that which does not conflict with its nature, by
the rules applicable to closely held corporations.

THIRD: ESTABLISHMENT OF NEW BYLAWS OF "................ SpA". In accordance

with the agreed transformation, the participants agree to establish the new statutes
of ................. SpA:

ARTICLE ONE: Name. A joint stock company to be known as "................" is

hereby established. SpA";

ARTICLE TWO: Purpose. The object of the company is: .........

ARTICLE THREE: Capital and Shares. The company's capital, from .............. of
pesos, divided in .............. registered shares of equal value, all of the same series
and without par value, subscribed and paid in cash and prior to this act, at the
initial value of ............... pesos each share, being Mr. .............. the owner of the
totality of the shares .............. shares.
ARTICLE FOUR: Titles. The shares will be issued without printing physical sheets
of the respective securities.

ARTICLE FIVE: Rights to unpaid shares. All shares issued by the company, even
those whose value is not fully paid up, shall give the same rights to their holders.

ARTICLE SIXTH: Capital Increases. The administrator of the corporation is

empowered to increase the capital of the corporation in a general and permanent
manner for the purpose of financing the ordinary management of the corporation or
for specific purposes. Always and in any case, the payment shares to be issued
must be offered, at least once, preferentially to the shareholders, pro rata to the
shares they own. Shareholders may waive this right in writing at any time. The
modalities of this option will be governed by the rules for closely-held corporations.

ARTICLE SEVENTH: Capital Decreases. Decreases in capital stock shall be

approved by the shareholders by resolution adopted with the affirmative vote of
two-thirds of the issued shares with voting rights.

ARTICLE EIGHTH: Amendments to the by-laws. The provisions of these bylaws

may be amended by agreement of all the shareholders, expressed by public deed
or private instrument notarized before a notary public; or, by agreement of the
shareholders' meeting with the affirmative vote of the absolute majority of the
issued shares with voting rights, the minutes of which must be notarized or
reduced to public deed.

ARTICLE NINTH: Shareholders' liability. Shareholders shall only be liable up to the

amount of their respective contributions.

ARTICLE TEN: Address. The company will have its domicile in the Commune
of .............., without prejudice to the possibility of establishing agencies or
branches in other parts of the country or abroad.

ARTICLE THIRTEENTH: Administration. The administration of the company will

correspond to Mr. ............... with the powers set forth in the following clause. In the
event of death, resignation or incapacity of the administrator, the administration will
pass to the person designated in the manner indicated for this purpose by the
totality of the shareholders by public deed or private instrument authorized by a
notary public and notarized by him or by the shareholders meeting by resolution
adopted with the affirmative vote of two thirds of the issued shares with voting
rights; without prejudice to the powers corresponding to the totality of the
shareholders acting with the right to vote.In the event of death, resignation or
incapacity of the administrator, the administration will pass to the person
designated in the manner indicated for that purpose by all the shareholders acting
jointly and the shareholders' meeting, by public deed or private instrument
authorized by a notary public and notarized by the latter or the shareholders'
meeting by resolution adopted with the affirmative vote of two thirds of the issued
shares with voting rights, without prejudice to the powers corresponding to all the
shareholders acting jointly and to the shareholders' meeting. Acting in the
aforementioned manner, the administrator or administrators shall have the powers
indicated below. In the event of death, incapacity, insolvency and/or bankruptcy of
any of the partners, the partnership shall continue between the successors,
representatives or creditors of the deceased, incapacitated, failed or insolvent
partner and the remaining partners, the former lacking any interference in the
corporate administration and their rights in this respect in this partnership being
reduced to those corresponding to a limited partner. In any case, the successors,
representatives or creditors of the partner affected by any of the above
circumstances, must be represented by a sole and common representative who
must be appointed within six months following the occurrence of the
aforementioned events, and in the absence of such appointment, the appointment
may be made by the arbitrator appointed hereinafter, at the request of any of the
partners. The agent thus appointed shall be excluded from the administration of the
company.

ARTICLE TWELFTH: Powers of the administration. The aforementioned director

has the judicial and extrajudicial representation of the company and for the
fulfillment of the corporate purpose, which will not be necessary to prove before
third parties, is vested with all the powers of administration and disposition that the
law or these bylaws do not establish as exclusive to the Shareholders' Meeting,
without the need to grant him any special power of attorney, even for those acts or
contracts for which these circumstances are required. The following are
understood to be included among the powers of the administrator, without their
enumeration being or having the character of an exhaustive list and without it being
necessary to prove before third parties whether or not they correspond to the
ordinary course of business: ONE) To buy, sell, exchange and in general acquire
and dispose of, under any title, all kinds of movable or immovable, tangible or
intangible assets, including securities, especially those whose acquisition and
disposal fall within the Company's line of business.TWO) To give and take in lease,
administration or concession all kinds of tangible or intangible, real or personal
property; THREE) To give and take property on gratuitous bailment; FOUR) To
give and take money and other movable property on loan; FIVE) To give and
receive money and other goods in deposits, necessary or voluntary, and in
sequestration; SIX) To give and receive goods in mortgage, even with a general
guarantee clause; to postpone, raise and serve mortgages; SEVEN) To pledge and
receive in pledge, furniture, securities, rights, shares and other tangible or
intangible things, whether in civil, mercantile, banking, agrarian, warrants,
industrial, of movable things sold on time or other special pledges, whether with or
without displacement, and to cancel them; EIGHT) To enter into transportation,
chartering, exchange, brokerage, transaction and leasing contracts; NINE) To
enter into contracts to constitute the corporation as agent, representatives,
commission agent, distributor or concessionaire or for it to constitute them; TEN)
To enter into partnership and association contracts or joint ventures, of any kind or
object, or to enter into companies already incorporated and to represent the
corporation with voice and vote in the companies, communities, associations, joint
ventures, partnerships, de facto companies, assemblies and meetings of the Board
of Directors.ELEVEN) To enter into insurance contracts, being able to agree on
premiums, fix risks, terms and other conditions; to collect policies, endorse and
cancel them; to approve and challenge claim settlements; etc. TWELVE) To enter
into mercantile current account contracts; to check their movement and approve
and reject their balances; THIRTEEN) To enter into labor contracts, collective or
individual, to hire and dismiss workers and to hire professional or technical
services; FOURTEEN) To enter into any other contract, whether nominated or not.
In the contracts entered into by the company, the directors may agree and modify
all kinds of covenants and stipulations, whether or not they are specially
contemplated in the laws and whether of their essence, nature or merely
accidental, to fix prices, interest, rents, fees, remunerations, readjustments,
indemnities, terms, conditions, duties, powers, times and forms of payment and
delivery, measurements, boundaries, etc., to receive and/or deliver, to agree on
active or passive indivisibility, to agree on penalty clauses in favor of or against the
company; to accept all kinds of sureties, real or personal, and all kinds of
guarantees, for the benefit of or against the company; to accept all kinds of
guarantees, real or personal, and all kinds of sureties, for the benefit of or against
the company, for the benefit of or against the company.The company may also
agree to accept all kinds of guarantees, in favor or against the company, to fix fines
in favor or against them, to agree on prohibitions of alienation and encumbrances,
to exercise its actions, such as those of nullity, rescission, termination, eviction,
etc., and to accept the waiver of the company's rights.and to accept the waiver of
rights and actions, to rescind, resolve, settle, rescind, annul, terminate or request
the termination of contracts; to demand rendering of accounts, to approve and
object to them; and, in general, to exercise and waive all rights pertaining to the
company; FIFTEEN) To contract loans in any form with all kinds of credit and/or
development agencies or institutions, of public or private law, civil or commercial
companies, financial companies, savings and loan associations, and in general,
with any natural or legal person, domestic or foreign; DISIXTEEN) To represent the
Company before domestic and/or foreign banks, state or private, with the broadest
powers that may be required, to give them instructions, commit trust commissions,
open bank current, deposit and/or credit accounts, deposit money in banks, deposit
deposits and/or credit accounts, and to make deposits in banks, savings and loan
associations, and in general, with any natural person or legal entity, whether
domestic or foreign.and / or credit accounts, deposit, draw on them, overdraw on
them, check their movement and close them, both in local and foreign currency;
approve and object to balances, withdraw checkbooks or loose checks; contract
loans, whether as current account credit, simple credits, documentary credits,
documentary credits, or other types of loans, with the broadest powers that may be
necessary.credit, simple credits, documentary credits, advances, counter-
acceptance, overdrafts, credits in special accounts, contracting lines of credit, or in
any other form; leasing safe deposit boxes, opening them and terminating their
leasing, placing and withdrawing securities, whether in local or foreign currency, in
deposit, custody or guarantee, and canceling the deposit, custody or guarantee of
securities, and canceling the deposit, custody or guarantee of securities, whether
in local or foreign currency, in deposit, custody or guarantee.(b) To open, open and
cancel the respective certificates, contract credit certificates in local or foreign
currency, carry out exchange operations, take guarantee bonds and, in general,
carry out all kinds of banking operations in local or foreign currency; SEVENTEEN)
To open savings accounts, adjustable or not, term, demand or conditional, in the
Banco del Estado de Chile, in the Corporación de la Vivienda, in savings and loan
associations, in social security institutions or in any bank or institution, under public
or private law, regardless of whether it is a public or private law institution, whether
it is a public or private law institution.EIGHTEEN) To draw, subscribe, accept,
accept, re-accept, renew, extend, revalidate, revalidate, endorse, endorse in
ownership. (i) To collect or guarantee, deposit, protest, discount, cancel, collect,
transfer, issue and dispose in any other form of checks, bills of exchange,
promissory notes, drafts, promissory notes, vouchers and other commercial or
banking documents, whether nominative, payable to order or bearer, in local or
foreign currency; and to exercise all the actions that correspond to the Company in
relation to such documentsNINETEEN) To assign and accept assignments of
credits, whether nominative, to order or to bearer and, in general, to carry out all
kinds of transactions with mercantile documents, securities, public or commercial
paper; TWENTY) To pay in cash, by dation in payment, by consignment, by
subrogation, by assignment of assets, etc., etc., in cash, by consignment, by
subrogation, by assignment of assets, etc., TWENTY ONE) To collect and collect
extrajudicially whatever is owed to the corporation, by whatever title and by any
natural or juridical person, including the Treasury, institutions or corporations,
public or private law foundations, private institutions, etc.; TWENTY ONE) To
collect and collect extrajudicially whatever is owed to the corporation, by whatever
title and by any natural or juridical person, including the Treasury, institutions or
corporations, public or private law foundations, private institutions, etc.TWENTY)
To sign receipts, settlements or cancellations and, in general, to subscribe, grant,
sign, extend, countersign or modify all kinds of public or private documents, being
able to formulate in them all the declarations that he/she deems necessary or
convenient; TWENTY FOUR) To constitute active or passive easements; TWENTY
FIVE) To request administrative concessions of any nature or object for the
corporation; TWENTY SIX) To install agencies, offices, branches or
establishments, inside or outside the country; TWENTY SEVEN) To register
intellectual and industrial property, trade names, trademarks and industrial models,
patent inventions, file oppositions and request nullities, in general, to carry out all
the procedures and actions that may be appropriate in this matter; TWENTY
EIGHT) To deliver and receive to/from post offices, telegraph offices, customs
offices or state or private land, sea or air transportation companies, all kinds of
correspondence, registered or not, postal items, money orders, refunds, loads,
parcels, merchandise, etc., TWENTY-NINE) To process shipping or transportation
policies; to issue, endorse or sign bills of lading, manifests, receipts, free passes,
transit guides, promissory notes or customs delivery orders or orders for the
exchange of merchandise or products; and to carry out, in general, all kinds of
customs operations; THIRTY) To file before all kinds of authorities, political,
administrative, tax, customs, municipal, judicial, foreign trade, or of any other order
and before any person of public or private law, fiscal, semi-fiscal, autonomous
administration institutions, organizations, services, etc., with all kinds of
presentations, petitions, declarations, even compulsory, to modify them or to
withdraw them; THIRTY ONE) To carry out international exchange operations, to
buy and sell all kinds of incorporeal movable goods, agreements, purchase and
sale of spot and future currencies and, in general, to carry out all kinds of
operations and derivative contracts on national currency, readjustment units,
foreign currency, local interest rates, foreign interest rates and on any other asset
authorized by the Central Bank of Chile; THIRTY TWO) To represent the company
in all lawsuits or legal proceedings before any ordinary, special, arbitration,
administrative or any other type of court, whether the company intervenes as
plaintiff, defendant or third party of any kind, being able to exercise all actions,
whether ordinary, executive, special, of non-contentious jurisdiction or of any other
nature. In the exercise of this judicial representation, the administrators may act for
the company with all the ordinary and extraordinary powers of the judicial mandate,
in the terms provided in articles seven and eight of the Code of Civil Procedure.In
the exercise of this judicial representation, the administrators may act for the
company with all the ordinary and extraordinary powers of the judicial mandate, in
the terms provided for in articles seven and eight of the Code of Civil Procedure,
being able to withdraw in the first instance of the deduced action, answer claims,
accept the opposing claim, waive the appeals or the legal terms, defer the
decisional oath, or accept its delacio(b) To agree, compromise, compromise, grant
arbitrators the powers of arbitrators, extend jurisdiction, intervene in conciliation or
settlement proceedings, collect or collect; THIRTY THREE) To carry out all kinds of
exchange, import and export operations; THIRTY THREE) To carry out all kinds of
exchange, import and export operations; THIRTY THREE) To carry out all kinds of
exchange, import and export operations; THIRTY THREE) To carry out all kinds of
exchange, import and export operationsTHIRTY-FOUR) To grant special judicial
and extrajudicial mandates and revoke them, delegate in whole or in part the
powers set forth above, reassume and self-contract.

ARTICLE THIRTEENTH: Shareholders' Meetings. The shareholders may act jointly

and directly by public deed or private instrument authorized by a notary public and
notarized by him; or, constituted in Shareholders' Meetings. The convening,
constitution and operation of shareholders' meetings shall be governed in all
matters not regulated in these bylaws and insofar as compatible with their
provisions, by the rules established in Law number eighteen thousand and forty-six
on Corporations and its Regulations.

ARTICLE FOURTEENTH: Administration oversight. The ordinary shareholders'

meeting shall annually appoint independent auditors or external auditors to
examine the accounting, inventory, balance sheet and other financial statements of
the corporation, and to report in writing on the fulfillment of their mandate.

ARTICLE FIFTEENTH: Contracting with shareholders. The corporation may freely

contract with its shareholders.

ARTICLE SIXTEENTH: Balance sheet and distribution of profits and losses. The
corporation shall prepare an annual balance sheet of its operations, which shall be
closed as of December thirty-first of each year. The Shareholders' Meeting shall
decide without restriction on the use of the profits, and may allocate them in whole
or in part to the formation of such funds as it may decide. Dividends shall be paid
to shareholders registered in the shareholders' registry on the fifth business day
prior to the date set for payment.

ARTICLE SIXTEENTH: Duration. The duration of the company will be indefinite.

ARTICLE SEVENTEENTH: Liquidation and partition. The liquidation of the

corporation and the division of the corporate assets shall be made by common
agreement among the shareholders and, in case of disagreement, by the arbitrator
established in these bylaws, who in this case shall have the character of liquidator
and divider with the powers of arbitrator.

ARTICLE ELEVENTH: Communications. Communications between the corporation

and its shareholders shall be made by registered letter sent to the address that the
shareholders have registered with the corporation, sent by Notary Public and by e-
mail sent to the address that the shareholders have registered with the corporation.
For the purposes of the foregoing, shareholders must, together with the
subscription or acquisition of shares, designate a domicile and an e-mail address.

ARTICLE NINETEENTH: Registration of Shareholders. The corporation shall keep

the register referred to in Article 431 of the Code of Commerce, with the
information and in the manner indicated in said provision.

ARTICLE TWENTY: Acquisition of own shares. The company may acquire shares
of its own issue. If it does so, these shares will not be counted for the constitution
of shareholders' meetings and will not have voting, dividend or preference rights in
the subscription of capital increases. These shares must be disposed of by the
company within 3 years of their acquisition. Upon expiration of this period without
the shares having been sold, the capital will be reduced as of right and the shares
will be removed from the register.

ARTICLE TWENTY-FIRST: Dissolution. The corporation shall not be dissolved by

the consolidation of all the shares in the same shareholder.

ARTICLE TWENTY-SECOND: Commitment. Any difficulty arising between the

shareholders during the life of the corporation or during its liquidation or partition
shall be resolved briefly and summarily, each time, without the form of a trial and
without further recourse, as an arbitrator, by Mr. ................ In case of absence,
refusal, incapacity or impossibility of Mr. .............., he will be replaced by
Mr. ................ If none of them accepts the position, the arbitrator shall be
appointed by mutual agreement of the parties. In the absence of agreement on the
person of the arbitrator, the arbitrator shall be appointed by the ordinary courts,
who shall choose a member of the arbitration body of the Arbitration and Mediation
Center of Santiago of the Santiago Chamber of Commerce. In such a case, the
arbitrator shall be an arbitrator at law. In any case, the costs of arbitration shall be
paid by the losing party.
ARTICLE TWENTY-THIRD: Supplementary rules. In all matters not provided for in
these bylaws and insofar as compatible with their provisions and the
aforementioned eighth paragraph of Title VII of Book II of the Code of Commerce,
the legal or regulatory provisions in force for closely-held corporations shall apply.

Transitional provisions

ARTICLE ONE TRANSITORY: Account inspectors. Account inspectors are

appointed to ............... and .............., and as alternate account
inspectors ............... and .............., who will report for the first fiscal year ending
December 31 of the current year.

TRANSITIONAL ARTICLE TWO: Expenses. All expenses, taxes and notary,

registration and publication fees arising from this contract shall be borne by the
parties, pro rata to their contributions.

ARTICLE THIRD TRANSITORY: Special domicile. For all purposes of this

contract, the parties set their domicile in the Commune and city of ............... and
agree to submit to the jurisdiction of their courts of law.

ARTICLE FOURTH TRANSITORY: In accordance with the provisions of article

fifty-nine of Law eighteen thousand forty-six and until a General Shareholders'
Meeting adopts a resolution to the contrary, the publication of the summons to
Shareholders' Meetings shall be made in the Journal "inspectores de cuentas
titulares" at ............... y ..............".

ARTICLE FIFTH TRANSITORY: By virtue of the reform of the company's

bylaws ................ E.I.R.L. in order to transform it into a joint stock company and
taking into account the fact that according to article ninety-six of Law number
eighteen thousand and forty-six the company maintains its legal status and bearing
in mind that the joint stock company will continue the business and operations of
the individual limited liability company, the undersigned makes the following
declaration: a) The totality of the assets and liabilities of ................ E.I.R.L. belongs
to and shall be borne by the joint stock company ................. SpA and
consequently, all present and future assets and debts belong and will belong to it,
whether or not they appear in the inventories and books of ................. E.I.R.L. that
for any reason, cause, motive or title belong to the last named or over which she
has rights or credits; b) That they will be understood to be incorporated to the
patrimony of ................. SpA and the operations, assets, actions, business and
negotiations carried out by ................ are for its account. E.I.R.L. from the date of
commencement of the activities indicated or still pending.

ARTICLE SIXTH TRANSITORY: It is expressly stated for the record that the joint-
stock company hereby formed, ................ SpA, Unique Tax Number .................., is
responsible for and will be liable for all tax obligations, whatever their concept or
origin, that may be owed by the individual limited liability company that is hereby
transformed, in accordance with the provisions of article sixty-nine of the Tax
Code. Likewise, the joint stock company ................ SpA declares that it has
received to its full satisfaction all the assets and liabilities ................. E.I.R.L. and is
responsible for paying any other debts or obligations.

ARTICLE SEVENTH TRANSITIONAL: The appointed administrator is authorized

to represent the company ................. SpA, either acting individually or jointly,
before the respective Municipalities and before the Internal Revenue Service, in all
matters related to communications, notices, filings and other procedures,
formalities or proceedings necessary or subsequent to a corporate modification;
For this purpose, they may fill out and file all the appropriate forms, sign all the
corresponding applications, stamp all kinds of tax documents and even accounting
books, and execute all other pertinent or convenient acts for the aforementioned
purposes. Likewise, each of the attorneys-in-fact herein named may individually
delegate the powers of attorney stipulated in this clause to one or more persons
designated for this purpose by means of a simple power of attorney.

FOURTH: The bearer of a copy of this deed and of an extract of the same is
hereby authorized to proceed with its registration and publication and the
performance of all acts conducive to the legalization of the modification of the
corporation.

On proof and after reading, the undersigned and the authorizing Notary Public sign
together.

Extract of transformation from a sole proprietorship with limited liability to a joint

stock company

......., Titular Notary Public of the ... Notary Office of .......... with office at ....., .....,
certifies: By deed of ... of ...... of 2009 repertoire Nº....... granted before
me: ..................., CIN and RUT ..................., age .........., domicile ...................
resolved to transform the company ................... into a joint stock company.
E.I.R.L., rut ..................., address .................... E.I.R.L." registered at fs.
………………. number ..................., Register of Commerce of .........
year .................... The Company by Shares shall be governed by its bylaws, which
are summarized below. Name: "................... SpA". Object: ....................
Address: .................... Duration: .................... Capital: ..................., divided in .....
nominative shares of equal value, all of the same series and without par value,
subscribed and paid in cash and prior to this act, at the initial value of $.............- by
the incorporator. Other stipulations are contained in an excerpted deed. …….., ….
from ...... of ...........

NOTES

1.- This extract shall be registered in the Commercial Registry corresponding to the
registered office and shall be published in the Official Gazette within one month
from the date of the deed of incorporation.
2.- The date of the extract should be the same as the date of the respective deed,
in order to simplify its drafting.

3.- It is acceptable to use "semi-telegraphic" language.

The payment for the publication of the extract in the Official Gazette shall only
apply to those companies with a capital equal to or greater than 5,000 Unidades de
Fomento. Companies with a lower capital are exempt from payment, according to
Article 4 of Law No. 20,494.

5.- According to Article 4 of Law Nº 4, if the company has a capital of less than
5.000 Unidades de Fomento, it will be the Notary Public who has granted the deed
who must send, by electronic means, to the Official Gazette digital copies of the
corporate extracts to be published, which must be signed by them, in the manner
indicated in Law No. 19,799.

6.- In the extract, the object of the SpA, as stated in the articles of incorporation,
must be transcribed in full. In addition, the extract must include the date of
execution, the name and address of the notary who authorized the deed or who
notarized the private instrument of incorporation being extracted, as well as the
registry and number of the folio or folio in which said document has been notarized.