AMENDMENTS TO ESTATUTOS SOCIALES
Published on September 16, 1996
EXHIBIT 99.6
[ENGLISH TRANSLATION]
Form of Amendments
to Estatutos of Embotelladora Andina S.A.
EMBOTELLADORA ANDINA S.A.
EXTRAORDINARY GENERAL STOCKHOLDERS MEETING
In Santiago, Chile, on the ----- of ----------, 1996, at -------,
at the Company's offices located at Avenida Carlos Valdovinos
No. 560, Borough of San Joaquin, the Extraordinary General
Stockholders Meeting of EMBOTELLADORA ANDINA S.A. was held, as
called by Board of Director's agreement.
* * * * *
PURPOSE OF THE MEETING
The Chairman announced that the purpose of this Meeting was to
submit to the shareholders for their consideration, as per the
call, the Board's proposals with respect to the following
matters:
1) Terminate, with respect to the part not subscribed nor paid
at this date, the balance of the capital increase of
Embotelladora Andina S.A. approved by the General Extraordinary
Shareholders Meeting on April 20, 1994, and amended by
resolutions adopted at the General Extraordinary Shareholders
Meeting on October 25, 1994.
2) Increase the corporate capital of the Company by an amount
no lower than 101,695,000,000 Chilean pesos which increase
shall be carried out in one stage on a date the Board determines,
which determination the Board must effect within a period of one
year from the date of this Meeting, through the issuance of
up to 43,000,000 payable shares, without par value, which shall
be issued to be paid in cash, exclusively by the Company's
shareholders or their assignees entitled to them, at a price per
share determined by the Board. The Meeting must set the definitive
amount of the capital increase and the final number of payable
shares to be issued, delegate to the Board the power to fix the
final price of the shares offering pursuant to the last paragraph
of Article 28 of the Regulations of the Law of Corporations, and
empower the Board to determine the date and conditions of the stock
issuance and address certain other matters concerning said capital
increase, including the procedures to be observed with respect to
the placement of fractional shares resulting from the proration
among the Company's stockholders of the preemptive rights to
purchase shares and the placement of shares not subscribed or
timely paid, including the power to determine that these shares
not be placed, and the term and procedures for the transfer of
stock subscription options to be issued in the capital
increase. The funds obtained as a result of said capital
increase shall be allocated to acquire shares of the minority
shareholders of the Company's subsidiary in the Republic of
Argentina, Embotelladoras del Atlantico S.A., and to finance a
capital increase to be effected by a subsidiary of the Company
in the Republic of Argentina, Inversiones del Atlantico S.A.,
which subsidiary shall use those funds to acquire 78.7% of the
stock currently issued by the company Inti S.A. Industrial y
Comercial, and 100% of the stock presently issued by the
company Complejo Industrial Pet S.A. Inti S.A. Industrial y
Comercial is Coca-Cola's bottling company in the Province of
Cordoba, Republic of Argentina. Complejo Industrial Pet S.A.,
located in the city of Buenos Aires, Republic of Argentina, is
a bottle manufacturing company which supplies products to the
various Coca-Cola bottlers in the Republic of Argentina.
3) Divide the corporate capital into two series of stock, both
Preferred, without par value, whose number, features, rights
and privileges are indicated hereunder: A) The Series A shall
be comprised of 395,595,788 shares; and the Series B shall be
comprised of 395,595,788 shares. B) The preference of Series A
shares shall consist only in the right to elect six of the
seven Regular Directors of the Company, along with their
respective Alternates. The preference of Series B shares shall
consist only in the right to receive all and any of the
dividends which per each share the Company distributes, whether
interim, definitive, minimum mandatory, additional, or
eventual, increased by 10%. C) If in the future because of an
exchange of shares, distribution of fully paid shares or
issuance of cash shares or because of any other reason or cause
the number of shares of Series A and/or B were to increase or
decrease, such event shall not alter under any circumstance the
privileges and rights of such shares set forth in these
by-laws. If as a result of the special exchange of
- 2 -
shares agreed to at the Extraordinary General Stockholders Meeting
of Embotelladora Andina S.A. called by this notice the number of
Series A shares were to decrease to less than 200,000,000
shares, the Series A and B shall become void, and the shares
which comprise them automatically would become common shares
without any preference whatsoever, eliminating the division
into series of shares. D) The preferences of Series A and B
shares shall be in effect until December 31, 2130. Once this
period has expired, Series A and B shall become void and the
shares which comprise them shall automatically become common
shares without any preference whatsoever, eliminating the
division into series of shares. E) The preferences of Series A
and B shares shall be in effect even though such shares, wholly
or partly, are transferred. F) Series A shares shall be
entitled to full voting rights without limitation. G) Series B
shares shall be entitled to limited voting rights, able to vote
only in respect of the following matter: the election of a
Regular Director for the Company and his respective Alternate.
This division of the corporate capital into two series of
shares shall be effected after the period to subscribe and pay
the cash share issuance mentioned under preceding paragraph "2"
expires, through the increase in the number of the Company's
shares from 395,595,788 to 791,191,576, for whose purpose the
shareholders would exchange their stock titles for new stock
titles Series A and B, entitling each shareholder to receive
one Series A share and one Series B share for each share they
hold as of the fifth business day prior to the day the Board
sets for the exchange, having the Meeting to determine the
periods during which this exchange shall take place and
empowering the Board to set the date for same.
4) During the three years from the date on which the capital
increase and exchange of shares previously indicated under the
preceding paragraphs "2" and "3" are effected, it is proposed
to establish a special exchange of Series A shares for Series B
shares of Embotelladora Andina S.A., which shall be offered by
the Board to the Series A shareholders, with up to four
exchange periods all to be effected within the period the
Meeting sets, having the assembly to set also the duration for
each exchange period. This special exchange would be voluntary,
the Series A shareholders being able to exchange all or some of
their shares of said series at their sole discretion.
- 3 -
5) Increase the number of the Company's Directors, from five
regular and Alternate members, to seven regular members and
their respective Alternates, setting forth temporary rules to
constitute the Board with the new number of members agreed to
by the Meeting.
6) Modify the manner in which the Company's net profits are
distributed.
7) Delete all transitory articles which are no longer in force
and add the new transitory provisions necessary to carry out
the amendments agreed to at the Meeting.
For the purposes previously indicated, permanent articles
fifth, seventh, twenty third and twenty ninth of the corporate
by-laws shall be modified, and all the agreements necessary to
formalize and effect the resolutions reached by the assembly
shall be adopted.
REPORT BY THE CHAIRMAN TO THE STOCKHOLDERS
Mr. Jose Said requested that the stockholders approve at the
proper time the report just submitted to the assembly,
indicating that next submitted for the consideration and
approval of the Meeting would be the concrete agreements
necessary to adopt the proposed statutory amendments.
The Chairman expressed to the stockholders that the Company's
Board, in session held on the ------- of --------------- of
this year, agreed to call this Special Stockholders Assembly,
in order to propose to the Meeting the amendments to the
corporate by-laws which he explains next:
AGREEMENT FIRST:
Approve the report with respect to the amendments to the
corporate by-laws proposed by the Board which the Chairman has
submitted to the assembly, which report is included in the
minutes of this Meeting and is for all purposes understood to
form an integral part of this "Agreement First".
- 4 -
AGREEMENT SECOND:
Invalidate, with respect to that portion neither subscribed nor
paid as of the date of this Meeting, the capital increase
balance of Embotelladora Andina S.A. agreed to at the
Extraordinary General Stockholders Meeting held on April 20,
1994, whose minutes were converted into public deed on May 12,
1994 at the Notary for Santiago of Mr. Jose Musalem Saffie, and
modified as per agreements reached at Extraordinary General
Stockholders Meeting held on October 25, 1994, whose minutes
were converted into public deed on October 28, 1994 at the
Notary for Santiago of Mr. Jose Musalem Saffie.
Therefore, the corporate capital is set in the amount
subscribed and paid as of the date of this Meeting:
80,486,421,000 Chilean pesos divided into 352,595,788
registered shares, without par value, all of one and the same
series, without any privilege whatsoever.
AGREEMENT THIRD:
Approve the amendments to the corporate by-laws as provided in
the Chairman's report, for whose purpose it is agreed to
substitute articles fifth, seventh, twenty third and twenty
ninth permanent from the corporate by-laws in the manner
indicated hereunder, agreeing furthermore to eliminate all
articles transitory since they are no longer valid, and add
onto the same the new articles transitory indicated next.
Thus, the wording that would be approved for the aforementioned
statutory provisions permanent and transitory is as follows:
ARTICLE FIFTH:
The Company's capital is 182,181,421,000 Chilean pesos divided
into two series of shares, denominated Series A and Series B
both Preferred, all without par value, whose number, features,
rights and privileges are indicated in the following letters:
A) Series A will be formed by 395,595,788 shares; and Series B
will be formed by 395,595,788 shares.
- 5 -
B) The preference of the Series A shares shall consist only in
the right to elect six out of the seven Regular Directors of
the Company, along with their respective Alternates.
The preference of the Series B shares shall consist only in the
right to receive all and any of the dividends which per Series
A share the Company distributes, whether temporary, definite,
minimum mandatory, additional, or eventual, increased by 10%.
C) If in the future because of an exchange of shares,
distribution of fully paid shares or issuance of cash shares or
because of any other reason or cause the number of shares of
Series A and/or B were to increase or decrease, such event
shall not alter under any circumstance the privileges and
rights of such shares as set forth in these by-laws.
If as a result of the special exchange of shares agreed to at
the Extraordinary General Stockholders Meeting of Embotelladora
Andina S.A. held on the ----------- of -----------, 1996, to
which "Article Fourth Transitory" of these by-laws refers,
which transitory provision was added to the by-laws at the
Meeting just mentioned, the number of Series A shares were to
decrease to less than 200,000,000 shares, the Series A and B
shall become void, and the shares which comprise them
automatically shall become common shares without any preference
whatsoever, eliminating the division into series of shares.
D) The preferences of Series A and B shares shall be in effect
until December 31, 2130. Once this period has expired, Series A
and B shall become void and the shares which comprise them
shall automatically become common shares without any preference
whatsoever, eliminating the division into series of shares.
E) The preferences of Series A and B shares shall be in effect
even though the shares of such series, wholly or partly, are
transferred.
F) Series A shares shall be entitled to full voting rights
without limitation.
- 6 -
G) Series B shares shall be entitled to limited voting rights,
able to vote only in respect of the following matter: the
election of a Regular Director for the Company and the
respective Alternate, pursuant to Article Seventh of these by-
laws.
ARTICLE SEVENTH:
The Company shall be administered by a Board comprised of seven
regular members, each of whom shall have a respective
Alternate.
The Directors may or may not be shareholders, shall be in
office for three years and may be indefinitely reelected.
The Directors shall be elected by the Series A and B shares in
separate voting as follows: Series A shares shall elect six
regular Directors and their respective Alternates and Series B
shares shall elect one regular Director and his respective
Alternate.
ARTICLE TWENTY THIRD: Only the holders of shares registered in
the Shareholders Registry five days in advance of the date of
the respective Shareholders' Meeting shall be entitled to
participate in such meeting and exercise their voting rights
and their rights to express their views at such meeting. The
shareholders shall be entitled to one vote per each share they
own or represent and shall be entitled to cumulate or
distribute their votes, at their convenience, notwithstanding
the restrictions on the right to vote those shares comprising
Series B of Preferred Stock, as stipulated in letter "G" under
Article Fifth in these by-laws, and notwithstanding,
furthermore, the restrictions on the right to vote shares owned
by Mutual Funds.
ARTICLE TWENTY NINTH: There shall be allocated from the net
profits of the period: a) A portion equal to at least 30% of
such net profits, to be distributed in cash as a dividend among
the Series A and B shareholders, on a pro rata basis; b) A
sufficient portion shall be allocated to increase the dividend
which as per the foregoing clause Series B may be entitled, in
the necessary amount to comply with the preference of the
Series B described in paragraph "B" under Article Fifth in
these by-laws; c) The remaining profit which the meeting agrees
not to distribute as a dividend during the period shall
be allocated to create the reserve fund that the same
- 7 -
Shareholders Meeting may determine, such balance also being able
to be allocated to pay possible dividends in future periods.
Insofar as the amounts agreed to be paid as a higher dividend
exceed that of the mandatory minimum referred to in the foregoing
clause "a", the shareholders shall be given the option to
receive such dividends in cash, fully paid shares issued by the
Company or in stock of open corporations held by the Company.
The portion of the profits the Meeting has agreed not to be
allocated for the payment of dividends may be capitalized at
any time after the by-laws have been amended.
ARTICLE TRANSITORY FIRST: At Embotelladora Andina S.A.'s
Extraordinary Shareholders Meeting held on ----------- of -----
- ------------, 1996, the corporate by-laws were modified,
increasing the number of Directors from five regular Directors
and their corresponding Alternates to seven regular Directors
and their corresponding Alternates.
The constitution of the Board with the new number of Directors
shall take place at the first meeting the Board currently in
office holds within the month following the month in which the
agreements reached at the Extraordinary Shareholders Meeting
referred to at the beginning of this provision transitory are
fully legalized; that is, the minutes of the aforementioned
Meeting are converted into public deed and its excerpt
registered at the Registry of Commerce and published in the
Official Gazette. At the meeting mentioned above, the Board
shall appoint two new regular Directors and their corresponding
Alternates; thus, the Board shall be comprised of seven regular
members and their corresponding Alternates.
Until the aforementioned Board meeting is held, the Company's
Board shall continue holding meetings with its five current
regular members or their corresponding Alternates, having the
power and authority to adopt agreements with the supporting
votes of at least three of its members with the right to vote.
The Board constituted as mentioned above shall be in office
until the date of the next General Shareholders Meeting to be
held by the Company after the date on which the Series A and B
shares are issued, to which issuance statutory "Article
Transitory Second" refers, and at said meeting the Company's
total number of Directors shall be elected in the manner set
forth under the permanent articles of these by-laws.
- 8 -
ARTICLE TRANSITORY SECOND: The General Extraordinary
Shareholders Meeting of Embotelladora Andina S.A., held on ----
- --- of --------------, 1996, resolved to terminate, with
respect to the part not subscribed nor paid up to the date of
the Shareholders Meeting mentioned, the capital increase of the
Company approved at the Extraordinary Shareholders Meeting
dated April 20, 1994, whose minutes were converted into a
public deed document dated May 12, 1994 in the Notary of
Santiago of Jose Musalem Saffie, amended by the agreements
adopted at the General Extraordinary Shareholders Meeting held
on October 25, 1994, whose minutes were converted into a public
deed document dated October 28, 1994 in the Notary of Santiago
of Jose Musalem Saffie. Consequently, at the date of the
Extraordinary Shareholders Meeting mentioned at the beginning
of this paragraph, the stock capital was fixed in the amount
subscribed and paid up to such date: 80,486,421,000 Chilean
pesos divided into 352,595,788 registry shares, without nominal
value, all belonging to one and the same series, without any
preference.
In addition at the same Extraordinary Shareholders Meeting
mentioned at the beginning of this transitory article, it was
agreed to increase the corporate capital stock from
80,486,421,000 Chilean pesos to 182,181,421,000 Chilean pesos,
and divide such capital into two series of shares, which shall
be effected as follows:
A) Capital increase: The increase of capital from
80,486,421,000 Chilean pesos divided into 352,595,788 shares
without par value to 182,181,421,000 Chilean pesos divided into
395,595,788 shares without par value, agreed upon at the
Extraordinary Shareholders Meeting mentioned at the beginning
of this provision transitory, shall be effected, completed and
paid as follows:
Through the issuance in one stage of 43,000,000 new shares,
without par value, the resolutions with respect to which the
Board shall adopt within two months from the date of the
Extraordinary Shareholders Meeting mentioned at the beginning
of this provision transitory.
- 9 -
These 43,000,000 shares shall be issued to be paid in cash,
exclusively by the Company's shareholders entitled to subscribe
them or their assignees, at a price per share determined by
the Board according to the powers delegated by the General
Extraordinary Shareholders Meeting cited at the beginning of
this transitory provision, pursuant to the provisions of the
last paragraph of Article 28 of the Regulations of the Law of
Corporations. Those shareholders who are shareholders as of the
fifth business day prior to the day the subscription option
notice is published shall be entitled to a preemptive right to
subscribe such shares in the percentage of the shares they own
as of such date. The shares to be subscribed by each
shareholder, according to his respective percentage, shall be
paid in the same act of subscription, in one installment, in
cash or with a subscriber's check or a banker's check in favor
of the Company.
The Board of Directors may decide whether or not to sell the
shares not subscribed by the shareholders or their assignees,
entitled to them within a period of 30 consecutive days from
the date the notice is published communicating to the
shareholders the commencement period for the subscription
option, or any fractional shares arising from the proration of
preemptive rights among the shareholders. If the Board decides
to sell such shares, such shares must be sold at the same price
and upon the same conditions as previously offered to the
shareholders of the Company, for which purpose the following
procedure will be applied: a.1) At the time of exercise of the
preferred option for subscription, the shareholder or the
assignee interested in acquiring such shares must inform its
intention in writing to the Chairman of the Company, indicating
the number of additional shares that such shareholder desires
to subscribe. a.2) On the second business day following the
date on which the preferred option would terminate, at 12:00
noon at the offices of the Shares Department of the Company,
street --------------- No. --------, Township ---------------,
the President of the Company, or his substitute, will assign
the shares among the interested persons that have informed
their intention to subscribe in the manner mentioned in
paragraph "a.1". If there are not sufficient shares to satisfy
all the offers of subscription, the shares will be assigned to
the interested parties on a pro rata basis based upon the
number of shares of the Company that each one of them has
subscribed in the preferred option period of the issuance and
considering the number of additional shares that each
shareholder has requested to subscribe. a.3) The interested
party that has been assigned the shares must subscribe and pay
- 10 -
for them, in cash or by a bank check or a bank draft to the
order of the Company, executing the subscription agreement in
the Department of Shares of the Company within 5 banking days
from the following date on which the President of the Company
or his substitute has made the assignment making distribution
of the shares, as indicated in paragraph "a.2" above. a.4)
Once the procedure mentioned in "a.1", "a.2" and "a.3" has
concluded, if there are still shares that have not been
subscribed in due course by the shareholders or their assignees
or there are fractional shares resulting from proration the
Board may freely offer them to the shareholders of the Company
that be determined, at the same price and conditions of the
issuance, all within the term of 30 consecutive days counted
from the following date to the date on which the procedure
mentioned in paragraph "a.4" is concluded. The number of
shares that will be offered to the shareholders by the Board
according to this procedure will be determined by the Board in
its discretion. The shareholders to whom the Board offers the
shares already mentioned, if they decide to accept the offer,
must subscribe and pay the shares offered within five banking
days counted from the date of the notice by which the Board has
made the offer, the payment must be made at the time of the
subscription of shares, in cash, bank check or bank draft to
the order of the Company, signing the respective subscription
agreement in the Department of Shares of the Company. a.5)
Once the procedure mentioned in the preceding a.4, is completed
and there are shares not subscribed, the issuance of the same
will terminate.
If the Board decides not to sell the fractional shares
resulting from proration and the shares that have not been
subscribed by the shareholders or their assignees during the
preferred option period, the issuance of the same will
terminate.
The shareholders may transfer all or part of their option right
to subscribe the shares to which they are entitled, which
transfer must be effected through private deed signed by the
assignor and the assignee in the presence of either two adult-
age witnesses or a Stock Exchange broker or a Notary Public.
The assignment may also be made through a public deed signed by
the assignor and the assignee. For purposes of the above,
those shareholders who deem it convenient to assign their
option may request, should they desire, from the Company's
Shares Department, a certificate evidencing such preemptive
option right. The assignment of option right shall only be
effective with respect to the Company and third parties when the
- 11 -
Company acknowledges same, and the assignee shall deliver
to the Company's Shares Department the public or private deed
of assignment, attaching to such assignment the above mentioned
certificate, in case such assignment had been requested and
withdrawn from the Company by the assignor. In all events, the
assignee of a preemptive option right shall subscribe and pay
the shares to which he is entitled pursuant to the assignment
within the same term which the respective option right assignor
had. Should the assignee not exercise his right within the
above mentioned term, it shall be understood that he waives it.
The current capital increase must be paid within the term that
expires on March ---, 1997.
The Board of Directors shall be fully empowered to adopt all
the agreements necessary to carry out this capital increase.
B) Formation of Series A and B Shares: Once the term for
subscribing and paying the issuance of shares referred to under
letter "A" above has expired, the formation of Series A and B
shares will take place and the number of Company shares shall
be increased from 395,595,788 to 791,191,576 for which the
shareholders' stock certificates shall be exchanged for new
certificates of Series A and B, each shareholder being entitled
to receive a Series A share and a Series B share per each share
held as of the fifth business day prior to the day which the
Board of Directors decides for this share exchange, the Board
of Directors having set the exchange date for a day within the
180 days since the date on which the term for subscribing and
paying the issuance of shares referred to under letter "A" of
this transitory article has expired, which is counted from
March ---, 1997. As of the exchange date, the stock
certificates which have theretofore been issued by the Company
shall become null and void.
The Board of Directors shall be fully empowered to adopt all
the agreements necessary to execute and effect the increase in
the number of shares and the exchange stated under the letter
above.
- 12 -
After the completion of the operations stated under this
letter, the Company's paid-in capital shall be divided into
395,595,788 Series A shares and 395,595,788 Series B shares,
both series being Preferred.
The exchange operation described under this paragraph "B" shall
conclude, in all events, within ten months from the date of the
Meeting mentioned at the beginning of this transitory article.
ARTICLE THIRD TRANSITORY: The special exchange of
Embotelladora Andina S.A.'s Series A shares for Series B shares
which was agreed upon at said Company's Extraordinary General
Shareholders Meeting held on ---------------, 1996 shall be
effected as follows:
Within three years from the date on which the share
certificates of Series A and B shares are issued as a result of
the division of the share capital in two series of shares, as
described in letter B of Article Second Transitory, the
Company's Board of Directors shall agree and offer to the
Series A shareholders special exchanges for up to four exchange
periods, all of which must take place within the above
mentioned three-year term, in order that such shareholders may
exchange their Series A shares for Series B shares, upon the
following terms and conditions:
a) Entitled to effect these exchanges shall be the holders of
Series A shares as of the fifth business day prior to the day
which the Board of Directors sets for the beginning of the
respective share exchange period, periods which shall last for
60 consecutive days each. b) Each Series A share held by
shareholders as of the fifth business day stated under the
clause above shall be exchangeable to the Company for a Series
B share. c) The special exchanges dealt with in this
transitory provision shall be voluntary and the shareholders
may exchange all or part of the Series A shares they hold, at
their discretion, having to express their intent to effect the
exchange which they wish to make in writing to the Company. d)
During the special exchange periods mentioned under clause "a"
above, the Company shall report every first business day of
every week during each period to the Superintendency of
Securities and Insurance and the Stock Exchanges the results of
the exchange operations as of the date of the weekly report.
Within the week following the week in which each special
exchange operation is completed, the Company also shall report
- 13 -
the final results of the same to the Superintendency of
Securities and Insurance and Stock Exchanges. e) The stock
certificates of the Series A shares which are exchanged for
Series B shares pursuant to the procedures set forth in this
transitory provision shall become void from the date of their
exchange. f) The Board of Directors shall be fully empowered
to adopt all the agreements necessary to implement the special
share exchanges provided by this transitory provision.
* * * * * * * *
The Chairman reported to the Meeting that pursuant to the
provisions of Article 69 of the Companies' Act No. 18.046, the
approval by this Meeting of the agreements on preferences for
Series A and B shares shall grant dissenting shareholders the
right to withdraw from Embotelladora Andina S.A. For purposes
of effecting this withdrawal right, dissenting shareholders
shall be deemed to be those shareholders who at this meeting
oppose the agreements on preferences previously mentioned, and
those shareholders who, not having attended the meeting,
express in writing their withdrawal from the Company within the
30-day period mentioned below. The price which is to be paid
for each share of Embotelladora Andina S.A. to the withdrawing
shareholders who exercise their right to withdraw shall be the
average weighted price of trades in Embotelladora Andina S.A.'s
stock during the months of July and August, 1996, that is,
$-------- per share. The right to withdraw may be exercised by
the dissenting shareholders within a period of 30 days starting
from the date this Meeting is held, the term of which shall
expire on the ----------- day of ------------------- of this
current year.
* * * * *
CORPORATE CAPITAL
Upon the Chairman's request, the Meeting agreed to leave on
record that after the amendments to the corporate by-laws
approved at this meeting, the Company's capital is comprised as
follows: Corporate capital 182,181,421,000 Chilean pesos
divided into 395,595,788 Series A shares and 395,595,788 Series
B shares, all of them without nominal value; Subscribed and
paid capital 80,486,421,000 Chilean pesos divided into
352,595,788 shares, without nominal value, all of them of a
same and single series, with no privilege at all.
* * * * *
- 14 -
The undersigned represents that the foregoing translation of the
Form of Amendments to Estatutos of Embotelladora Andina S.A. is a fair
and accurate English translation of such document.
/s/ CAROL CROFOOT HAYES
Carol Crofoot Hayes
Senior Finance Counsel and
Assistant Secretary