REGULATES THE PUBLIC OFFERS FOR THE ACQUISITION OF SHARES (OPAS) AND ESTABLISHES A REGIME OF CORPORATE GOVERNMENTS Having present that the National Congress has given its approval to the following Bill: " Article 1.-Enter the following |! |amendments in law No. 18.045: 1. Interleave in the second paragraph of the article |! | 1st, after the expression: '' 100 shareholders '', the |! |phrase: '', excluding those that individually or through |! |other natural or legal persons, exceed that |!%, ''. Article 7, the following paragraph |! |second, new: '' The first public offering of shares of a |! |public limited company that has voluntarily registered in |! |the Registry of Securities, shall place in the public, at least 10% of the total of the shares issued. ''. 3. Interleave in article 8, the following |! |second, new: '' The Superintendence, by means of character rule |! |general, may, in consideration of the characteristics |! |of the issuer, to the volume of its operations, or other |! particular, require less information |! |and also limit the transaction of your securities to |! |special markets and to groups of investors that |! |determine. ''. 4. Modify Article 12 in the following |! |sense: a) Intercalase, between the words '' directors '' and |! | '' general manager '', the phrase: '' liquidators, |! |top executives, ''. b) Intercalase after the noun |! | '' acquisition '', the second time it appears, the |! |expression '', direct or '', and replace the |! |words '' five days '' for '' two business days |! |stock ''. c) Add the following second indent: '' Additionally, the majority shareholders |! |must report in the communication ordering this |! |article, if the acquisitions you have made |! |obey the intention to acquire the control of the |! |company or, if applicable, if such acquisition only has |! |the character of financial investment. ''. 5. Replace point (g) of Article 26, by the following |! |: '' g) Not to be subjected to a process or not to have been |! |convicted for the offences set forth in this |! |law or that merit a penalty; ''. 6. Add the following final sentence to the letter |! |a) of article 36, passing the current semicolon (;) to |! |be followed (.): '' In case the registered one is |! |submitted to processing by any of the offences indicated |! |in the article (g) of the article 26, registration only |! |may be suspended for the time it is in |! |effect the measure; ''. 7. Amend Title IX in the following sense: (a) Replace Article 54 by the following: " Article 54.-Everyone who, directly or |! indirectly, intends to take control of a |! |public limited company which makes public offer of its |! |actions, whatever the form of acquisition of the |! |actions, understanding even the one that could |! |be performed by direct subscriptions or transactions |! |private, you must previously inform such fact to the |! |general public. For the purposes mentioned in the above paragraph, it will be |! |send a written communication in this regard to the |! |anonymous society that is intended to control, to the |! |societies that are controlling and controlled by the |! |society whose control is intended get, to the |! | Superintendence and to the bags where you transn your |! |values. With the same object, a notice will be published |! |highlighted in 2 national circulation papers. The |! |communication and the aforementioned publication must |! |be made, at least, with ten working days of |! |anticipation to the date on which it is intended to perfect |! |the acts that allow to obtain control of the society |! and, in any case, as soon as they are |! |initiated negotiations aimed at achieving their control, |! |by delivering information and documentation of |! |that society. The content of the communication and the publication |! |mentioned in the above paragraph will be determined by the |! | Superintendence, by general instructions |! |application and will contain at least, the price and other |! |essential conditions of the negotiation to be carried out. The infringement of this article will not invalidate the |! |operation, but will grant the shareholders or the |! |interested third parties the right to demand compensation |! |for the damages occasioned, in addition to the sanctions |! correspond. Likewise, the |! |operations that allow to obtain control that no |! |comply with the rules of this Title, may be |! |considered, as a whole, as an operation |! |irregular for the purposes of the provisions in the |! |article 29 of the decree Law No. 3,538, of 1980. '' (b) Intercalanse following Article 54, the following new articles: " Article 54 A.-Within two working days |! |following the date on which the acts are perfected or |! |! |a company making public offer of its shares, |! |a notice must be published in the same journal in which it is |! |have made the publication indicated in the article |! |above, which account for it and send a |! |communication in such a sense to the persons mentioned in |! |the second indent of Article 54. Article 54 B.-If it is intended to obtain the |! |control through a regulated offer in Title XXV |! |of this law, the rules shall be applicable exclusively |! |of that Title. ''. 8. Add to Article 55, the following paragraph |! |final: '' When two or more bidders of the same offer |! |public of acquisition of shares infringe on the |! | Title XXV of this law, they will respond in solidarity of |! |the damages that they will cause. '' 9. Please enter the following modifications in the |! |article 60: a) Replace the letter b), as follows: '' b) Those who will act directly or in form |! |covertly as stockbrokers, securities agents |! |or risk classifiers, without be registered in the |! | Records required by this law or whose registration is |! |suspended or cancelled, and those who knowingly |! |provide the means to do so; ''. (b) Substitute at the end of point (d), the comma |! | (,) and the conjunction '' y '' by a semicolon (;). (c) the second subparagraph of point (e) above. d) Add the following new letters, a |! |continuation of the letter e), passing the point apart (.) |! |from the last paragraph of this letter, to be semicolon |! | (;): '' f) Those who will defraud others acquiring |! |shares of an anonymous society open, without making |! |a public offer of acquisition of shares in the |! |cases that orders this law; g) The one that is worth of inside information |! |execute an act, per se or through other |! |persons, in order to obtain a pecuniary benefit |! |or avoid a loss, both for and for third parties, |! |by any type of transactions or transactions |! |with public offering securities; h) The one disclosing inside information, with |! |object of obtaining a pecuniary profit or avoiding a |! |loss, both for and for third parties, in |! |transactions or transactions with offer values |! |publica; i) Those that are improperly used for profit |! |own or third-party securities issued in custody by |! |the holder or the product of the same, and j) The one that deliberately hides or removes the |! |accounting records or The custody of a |! |values broker. The persons referred to in (b), (e), (e), (f), (g), (h), (i) and (j), precedents, shall be applied to them |! by means of the disablement penalty to which they are |! |refers to the second subparagraph of point (f) of the article |! Introduce, in article 68, the following |! |modifications: a) In the current single paragraph, add a |! |continuation of the word '' managers '', the phrase: '' principal executives, ''. b) Add the following second indent, new: '' by principal executive to any |! |person who has relevant powers of |! |representation or decision in the society in matters |! |own of the spin, regardless of the denomination |! |that they are granted. '' 11. Modify article 72, in the following |! |terms: a) Replace in the second part of the paragraph |! |first, the expression: '' Your partners, administrators, |! |the members and alternate members of the Council of |! | Classification '', by the following: "Your partners |! |principal ''. (b) Replace the second paragraph with the following:" In the risk classification societies the |! |capital must belong to at least 60% to the |! |principal partners. It will be understood by main partners |! |for the purposes of this Title, those persons |! |natural, legal, provided they are of the same twist, or |! |subsidiaries of the latter, that individually are |! |owners of at least 5% of the rights social. |! | The Superintendence will determine if the legal person |! |meets the above requirement. ''. 12. Replace Article 73, by the following: " Article 73.-The classification societies of |! |risk, when applying for registration in the Register, |! |must accompany copy of the Rules of Procedure which |! |establishes the process of assignment of categories of |! |classification. ''. 13. Replace Article 74, by the following: "Article 74.-The certification of the categories |! |assigned must be granted by a principal partner or |! |by the representative of the latter, authorized to do so." 14. Replace Article 75, by the following: '' Article 75.-The power granted to certify |! |the category of assigned risk, must be accompanied |! |to the Registry. ''. 15. Delete, in the first paragraph of the article |! | 79, the phrase '' or be members or alternate members of the |! |classification council, ''. 16. Replace, at the end of article 80, the phrase |! | '' partners, administrators or board members of |! |classification '' by the following: '' s idos or |! |administrators ''. 17. Replace article 81, by the following: '' Article 81.-When the classifier society or |! |any of its principal partners is considered a person |! |with interest in a given issuer, it will not be able to |! |classify the values of the latter. Also, no |! |may be assigned the address of a classification to |! |persons considered with interest in the issuer of those |! |values. ''. 18. Delete the third indent of Article 84. 19. Delete, in article 85, the phrase |! | '' members and alternate members of the council of |! |classification, ''. 20. Please enter the following changes in |! |article 88: a) In the second indent, in the first definition |! |of category AAA, interleave, between the words |! | '' affected '' and '' before '', the expression '' in form |! |significant ''. b) In the third indent, in the definition of the |! |category '' Level 1 (N-1) '', interleave, between the |! |words '' affected '' and '' before '', the expression '' in |! |significant form ''. c) Add the following fifth indent, new: '' Aquellas risk classifier entities that, |! |according to the provisions of the second indent of the |! |article 72, have the participation of a |! |risk classifier international recognized |! |prestige, they will be able to use the denominations of |! |risk categories of debt securities of these |! |last. In this case, the classifier entities |! |must inform the Superintendence, in advance |! |to their application, the equivalences between their categories |! |of classification and the categories defined in the |! |incissos second and third of this Article 21. Add the following article 89, new: '' Article 89.-The classification entities of |! |risk may add the prefix or suffix '' cl '' to the |! |name of the classification categories, for |! |identify the national classifications. ''. 22. Replace the second paragraph of article 92, |! |by the following: '' The procedures, methods or criteria of |! |classification and its modifications will be agreed, |! |before its application, by the respective entity |! The Superintendence |! |respective, by the individualization of the document |! |in which they consist, the next business day in which they are |! |agree. ''. 23. Modify article 132 in the following |! |terms: a) Intercalase, in the second paragraph, between the |! |word '' embargoes '' and the end point (.) that follows it, |! |the phrase '' or integrated by bonds acquired under |! |the provisions in the (b) Add the following third indent, new: " The subordinated bonds issued by the |! |separate assets, once added to the |! |registration of the certificates referred to in the |! |articles 137 and 137 bis, may be acquired by the |! |company issuing them. In such case, it will not be |! |will consider for the purposes of accrediting existence or |! |permanence of the minimum patrimony demanded by this |! |article. ''. 24. Interleave in article 144 bis, the |! |following second, third and fourth, new points: '' General public writing may stipulate that |! |one or more of the successive separate heritages that are |! |form by virtue of that established in this item, will be |! |will be incorporated within 30 days after the entire |! |of your asset, to one of the already separated assets |! |formed, provided that the requirements are met |! |determined in general public writing and that the |! |result of the operation does not improve the degree of |! |investment in force of the titles issued by this |! |last, facts to be certified by the |! |representative of debt holders. The asset of the successive separate assets |! |that will be formed will become fully integrated into the |! |asset of the absorbent separate heritage, from the |! |date on which you take note of the referred certificate to the |! |margin of the inscription on the Record of Values. If the separate patrimony fails to integrate |! |by not gathering the requirements set for it, |! |will be maintained as such by the time of validity of |! |the debt securities issued for its formation. '' 25.-Enter into the first indent of the Article |! | 166, the following modifications: a) Replace, at the end of the current letter b), the |! |comma (,) and the conjunction '' y '', by a semicolon (;). b) Intercalase as a letter c), new, the following, |! |passing the current one to be letter d): '' c) the controlling persons or their |! |representatives, who perform operations or negotiations |! |tenteeth to the disposal of the control, y ''. c) The third subparagraph shall be the reference to |! |the letter (c) to (d). ' 26. Replace the second paragraph of article 183, |! |by the following: '' You will understand for the purposes of |! |this Title, within the concept of foreign values, |! |the certificates of deposit representative of values |! |Chileans, issued in the country or abroad. ''. 27. Delete, in the fourth paragraph of the article |! | 197, the word '' international ''. 28. Add, following Article 197, the |! |following Titles, new: '' TITLE XXV of the Public Offering of Acquisition of Shares Article 198.-The public offering of |! |acquisition of shares is understood to be that which is formulated for |! |acquire shares of anonymous companies that make |! |public offer of their shares or convertible securities in |! |them, which by any means offer to the |! |shareholders of those acquire their titles in |! |conditions that allow the offeror to reach a certain |! |percentage of the society and within a certain period. The offeror will be able to make the offer for shares of |! |anonymous companies that make public offer of their |! |shares, by convertible securities in them or by both. In any case, the offer for some does not oblige to formulate |! |offer for the others. The provisions of this Title shall apply both |! |to offers that are voluntarily formulated as a |! |those that are to be made in accordance with the law. Each time this Title is spoken of |! |actions as the object of the offer, the expression will comprise |! |also the values convertible into shares; and when |! |reference is made to an offer, it will be understood to be |! |refers to a public offer of acquisition of |! |actions. The Superintendence may exempt from compliance |! |from one or more rules of this Title, to those offers |! |of up to 5% of the total of the shares issued of a |! |society, when they are carried out in stock exchange and pro rata |! |for the rest of the shareholders, according to the |! |stock regulations that for this effect approve the |! | Superintendence. People who make public offers of |! |stock acquisition, organizers and |! |offer managers will be subject in |! |relationship with those offers to the audit of the |! | Superintendence. Article 199.-You must submit to the procedure |! |of offer contemplated in this Title, the following |! |acquisitions of actions, direct or indirect, of a |! |or more series, issued by a society that makes offer |! |public of the same: a) Those that allow a person to take control |! |of a company; b) The offer that the controller must make of |! |according to the provisions of article 69 ter of the law |! | Nº 18,046, provided that by virtue of an acquisition |! |get to control two-thirds or more of the actions |! |issued with the right to vote of a society or the |! |respective series, and c) If a person intends to acquire control of |! |a society that has in turn control of another that |! |make public offer of its actions, and represent a |! | 75% or more of the value of your consolidated asset, you must |! |perform a offer to the shareholders of |! |the latter according to the rules of this Title, by |! |a quantity not less than the percentage that allows you to |! |get your control. Except for the preceding rules, the |! |following operations: 1) acquisitions resulting from an increase of |! |capital, by issuing shares of payment of |! |first issue, which by the number of them, allows the |! |acquirer to obtain control of the issuing company; 2) actions that are |! |listed by the society controller, always |! |that they have a stock market presence and the price of the |! |sale is paid in money and is not substantially |! |higher than the market price; 3) consequence of a |! |fusion; 4) acquisitions by cause of death, and 5) Forced alienation. For the purposes of the provisions of No 2 of the |! |paragraph above, the following definitions shall apply: (i) Market price of an action, that which |! |results from calculating the weighted average of the |! |stock transactions, which have been made between |! |the ninetieth business day and the 30th day |! |business securities prior to the date on which must be |! |the acquisition, and ii) Price substantially higher than the market, |! |that value that exceeds the one indicated in the letter |! |precedent in a percentage that will determine once a |! |year the Superintendence, by means of a character rule |! |general, and which may not be less than 10% or higher |! |15%. The Superintendence will determine, by means of |! |instructions of general application, the conditions |! |minimum that must gather the actions to be |! |considered with stock market presence. In any case, of the |! |application of these instructions will not be able to result that |! |they are excluded societies in which you could |! |invest a mutual fund, according to the rules that |! |be applicable to these. For the purposes of this Title, they are |! |will consider as direct those acquisitions of |! |actions by persons acting in concert or under |! |a joint action agreement. Article 200.- The shareholder who has taken the |! |control of a company will not be able, within the twelve |! |months following counted from the date of the |! |operation, to acquire shares of it for a total amount |! |equal to or greater than 3%, without making an offer of |! |agreement to the rules of this Title, whose price |! |unit per share will not be lower than the one paid in |! |the takeover operation. However, if the |! |acquisition is made in stock exchange and pro rata for the rest |! |shareholders, you will be able to acquire a percentage |! |greater of shares, according to the stock market regulations |! |that for this effect the Superintendence will approve. Article 201.-If within the period between |! |the 90 days prior to the validity of the offer and |! |up to 120 days after the date of publication |! |of the notice of acceptance provided for in article 212, the |! |offeror, direct or indirectly, have acquired or |! |acquire the same actions as in the |! |offer under more beneficial price conditions than the |! |contemplated in this, the shareholders who would have them |! |sold will have the right to demand the price difference |! |or the benefit in question, considering the value |! |higher than paid. In such cases, the offeror |! |and the persons who have benefited will be |! |obliged in solidarity with the payment. During the period of validity of the offer, the |! |offeror will not be able to acquire shares object of the offer |! |through private transactions or in bags of |! |values, national or foreign, but through the |! |procedure established in this Title. Article 202.-The offeror must post a notice |! |informing of the beginning of the validity of the offer of |! |acquisition. The notice must be highlighted and published |! |the day before the beginning of the term of the offer in, |! |at least, two newspapers of national circulation. The warning must contain the background |! |essential for your accurate intelligence, which the |! | Superintendence will determine by character rule |! |general. Article 203.-The offeror must make to |! |disposition of the interested parties, to count of the date of the |! |notice of initiation and during the validity of the offer, a |! |prospectus that contains all the terms and conditions |! |of the offer. A copy of the prospectus must be a |! |disposition of the public in the offices of the company |! |by whose actions the offer is made, in the office of the |! |offeror or in that of its representative, if any, |! |as likewise of the societies that are controlled by |! |that and make public offer of their actions, of |! |the Superintendence and the stock exchanges. In the |! |same date when the |! |start notices are published, the offeror must forward copies of the |! |package leaflet to the Superintendence and to the |! |values. The package leaflet must contain at least the following particulars: (a) Full individual persons |! |natural or legal persons making the offer; and in case |! |of the latter, the |! |name, charge and address, from its directors, managers, |! |top executives and administrators; participation |! |in other societies and individualization of the persons |! |related of the offeror. Additionally, you must |! |contain a financial, legal and |! description of the offeror's or its effective controllers and |! |final, if any. The offeror, in any case, |! |must fix an address in the national territory. b) Actions or values referred to in the offer and |! |number of shares or percentage of shares issued |! |whose minimum acquisition is a requirement for the success of the |! |offer. c) Price and terms of payment. The price of the |! |offer must be determined and may consist of |! |money or in public offering values, which will be indicated |! |accurately. d) Vigency of the offer and procedure for |! |accept it. They will be accurately indicated those |! |background or documents that will accompany the |! |interested shareholders, at the time of delivering their |! |shares. e) Form and opportunities in which the bidders |! |acquired the shares they hold at the beginning of the |! |offer, if any; and existing relationships with |! |other controllers of the company or shareholders |! |majority, if any. f) Form in which the offeror will finance the payment of the |! |price of the shares that are acquired at the end of the |! |the offer. In case you have committed credits or |! |capital contributions, you will need to provide the |! |background necessary to conclude that there are |! effectively funds for the payment of the price. If it is |! | I will deal with an offer of exchange of values, it must |! |detail the way in which the offeror has acquired or |! |will acquire the values destined to the exchange. g) Monto and form of the guarantee constituted by the |! |bidders, if any, and individualization of the |! |in charge of their custody, formalization and execution. h) Conditions or events that may produce the |! |revocation of the offer. (i) Full individual and address of the |! |third party that the offeror has appointed to |! |organize or administer the offer, and shall be required to be required. j) Full individual and address of the |! |persons and independent professionals who have |! |advised the offeror for the formulation of their offer. (k) Other available to the Superintendence, |! |by means of general rules. Article 204.-Together with the launch of its |! |offer, the offeror may include in it a guarantee |! |formal of compliance, constituted in the form indicated |! |in this article. If the offeror optare to constitute the guarantee, |! |must prove its constitution before the |! | Superintendence, in terms that ensures the payment of a |! |compensation of minimum damages and all event to the |! |affected, in case of non-compliance of the obligation to |! |payment of the price. This warranty may be granted by means of |! |bank or endorsement in warranty of a deposit to |! |term taken in a bank or financial company of the |! |plaza, pledge on securities of public offer or policy |! |insurance, which will remain in custody in a |! |bank institution or stock exchange. The warranty must remain in force during the |! |thirty days following the publication to which it is |! |refers to Article 212 or the expiration of the term |! |established for payment, if this is later. The value of the guarantee may not be less than the |! | 10% of the total amount of the offer. Any controversy that will arise over the |! |fulfillment of the offer between the offeror and the |! |accepting shareholders, shall be settled by a judge |! |arbitor arbitrator appointed by the judge of turn in the |! |civil with jurisdiction in the Address of the offeror and |! |to be placed on a lawyer with at least 15 years of |! |exercise. The appointment of common |! |agreement will not proceed. The arbitrator will publish, on the same date, a notice |! |in the Official Journal and another in the journal in which it is |! |announced the offer, in which it will communicate the |! |constitution of the arbitration, granting a deadline of 30 |! |days for all involved in the offer do |! |assert your rights. This publication will constitute the |! |legal placement for all procedural effects. |! | In addition, in the first resolution you dictate, you will set the |! |procedure to hold the substantiation of the |! |judgment. The expenses that irrogate the publication, other |! |demarches that are necessary and the fees of the |! |arbiter, will be costed with the guarantee, without |!.......................................... stock exchange |! |make available to that the quantities you require |! |and that are sufficient to the effect. The money coming from the realization of the |! |guarantee, whatever way it is |! |constituted, will be in garment, full right, in |! |substitution of that. The arbitrator may order the |! |holder of the warranty, which is deposited to |! |interest in a banking institution, while |! |resolves the matter. The judgment that the arbitrator will dictate will be oparable to |! |all interested in the offer, even if they are not |! |apersonado in the trial. The execution of the resolved by the arbitrator will be done |! |without further processing by the bank institution or bag of |! |securities, as the case may be, delivering the value of the |! |guarantee to each of the shareholders, pro rata of |! |the shares delivered in the offer. If the judgment of the arbitrator is damning for |! |the offeror, the shareholders may sue in judgment |! |summary the other damages that may be credited, |! |whose amount exceeds the sum covered by the guarantee. Against the resolutions that the arbitrator dictates no |! |will proceed any recourse. Article 205.-The validity of the offer shall be |! |established by the offeror by fixing a |! |term, which may not be less than 20 days or more than |! | 30 days, unless the company has registered in its |! |records to entities The depository, in which case the |! |term will be of 30 days. Without prejudice to the above, the offeror will be able to |! |extend the offer for a single time and for a minimum of |! | 5 days and for up to 15 additional days. This extension |! |must be communicated to the persons concerned before the |! |expiration of the offer, by means of a notice posted in |! |on the same day, in the journals in which they were made |! |the publications of the notice of initiation. Article 206.-During the term of an offer, |! |other offers may be submitted in respect of the same |! |actions referred to in the foregoing provisions. These offers will be governed by the rules of this Title and |! |will only have value when their respective notices of |! |start are published, at least, with 10 days of |! |anticipation to the expiration of the term of the offer |! |initial. The notices of initiation of the offers |! |competitors must be published in the same way |! |provided in article 202. They will not be able to participate in the new offers |! |simultaneous natural or legal persons |! |interested as bidders in those who are |! |existing. Article 207.-As a result of the announcement of a |! |offer, both the company issuing the shares which |! |are the subject of such offer, and the members of its |! |directory, as appropriate, will be subject to the following restrictions and restrictions. obligations: (a) You cannot, for the entire duration of a |! |offer, acquire own shares; resolve the |! |creation of subsidiary companies; dispose of assets of the |! |asset that represent more than 5% of the total value of |! |this and increase Your indebtedness by more than 10% |! |with respect to the one you maintained until before the start of the |! |offer. However, the Superintendence may authorize, |! |by founded resolution, the realization of any one of |! |the above operations, provided that they do not affect |! |the normal development of the offer. b) The issuing company must provide the |! |offeror, within 2 working days counted |! |from the date of publication of the notice of initiation, |! |an updated list of its shareholders containing, |! |at least, the indicated mentions in the article 7 of |! |the law No. 18,046, with respect to those who are |! |found registered on that record on that date. c) The directors of the company must issue |! individually a written report with their opinion |! |founded about the convenience of the offer for the |! |shareholders. In the report, the director should point out |! |his relationship with the society controller and with the |! |offeror, and the interest you could have in the |! |operation. The submitted reports shall be made to |! |public disposition together with the prospectus to |! |referred to in Article 203 and surrender a copy |! |within 5 business days counted from the |! |date of publication of the notice of home, to the |! | Superintendence, to the stock exchanges, to the offeror and |! |the offer manager or organizer, if you |! |have. Article 208.-The offer must be addressed to |! |all the shareholders of a company or the series of |! |in question, if applicable. If the number of actions included in the |! |acceptances of the offer exceeds the number of shares |! |that has been offered to acquire, the offeror must |! |buy them pro rata to each of the shareholders |! |acceptors. For this effect, a factor of |! |prorated will be calculated which will result from dividing the number of actions |! |offered to buy by the total number of actions |! |received. The acquisition will be made only by the |! |integer number of actions resulting from the formula |! |described above. Article 209.-In case of offers addressed to a |! |specific series of actions, they must be made |! |in equal conditions for the shareholders of said |! |series. If the preferences or privileges set for |! |a specific series of actions will grant preeminence |! |in the control of the society, any offer that addresses |! |such series of actions, will force to make an offer |! |joint percentage of the other |! |series of shares in the company. For the purposes of |! |this article, it will be understood that the control of the |! |society can be obtained through some of the |! |performances mentioned in article 97. Article 210.-The offers that are made according to |! |the provisions of this Title shall be irrevocable. |! | Without prejudice, the bidders will be able to contemplate |! |objective causals of expiration of their offer, which are |! |will include clearly and prominently in both the |! |prospect and the notice of initiation. If you have proposed the |! |acquisition of a minimum number of shares, the offer |! |will be without effect when it is not achieved, circumstance that |! |will be indicated prominently in both the notice of |! |start and in the Package leaflet referred to in the |! |preceding provisions. The above is without prejudice |! |that the offeror will reduce its claim to the values |! |received on the expiration date of this. This will be |! |also applicable in case the buyer conditions |! |resolvingly the offer, to the event of being acquired a |! |minimum number of shares of other society during a |! |simultaneous offer. All in all, the offers can be modified during your |! |validity only to improve the price offered or to |! |increase the maximum number of shares offered |! |acquire. Any increase in price, will favor |! |also to those who have accepted the offer in their |! |initial or previous price. The offeror will be able to make new offers for the |! |same actions, only after 20 days after that |! |the offer will be without effect for any of the causes |! |contemplated in this provision. Article 211.-The acceptance of the offer shall be |! |retractable, in whole or in part. Shareholders who |! |have delivered their shares may retract until |! |before the expiration of the deadline or their carryovers. In |! |such case, the offeror or the manager of the offer, |! |if you have, you must return the titles, transfers and |! |other documentation provided by the shareholder so |! |soon he informs you in writing his retraction. Article 212.-On the third day of the date of |! |expiration of the term of validity of an offer or its |! |extension, the offeror shall publish in the same |! |diaries in which the publication of the |! |notice of initiation, the result of the offering, breaking down |! |the total number of actions received, the number of |! |actions you will acquire, the prorating factor, if any |! |the case, and the percentage of control that will be reached |! |as the product of the offer. All this information should |! |refer to the Superintendence and the bags of |! |values on the same date the notice of |! |acceptance is published. For all legal effects, the date of |! |acceptance by shareholders and formalization of |! |each disposal of securities will be the one of the day on which it is |! |publish the acceptance notice. The actions that have not been accepted by the |! |offeror will be made available to the shareholders |! |respective in immediate form by the offeror or by the |! |society, once the process of registration of |! |the actions in the Register of Shareholders, if applicable. If the deadline indicated in the paragraph |! |first, the offeror has not published the notice of |! |result, the shareholders may retract their |! |acceptance. In any case, the statement of the offeror will not be able to |! |to be granted beyond the 15 days counted from the |! |expiration of the validity of the offer, including its |! |extensions. If this does not happen, the |! |offeror will be understood to have incurred serious non-compliance with his/her obligations. Article 213.-The offeror shall indicate in the |! |offer if its purpose is to maintain the company subject to |! |the rules applicable to the open anonymous companies |! |and entered in the Register of Securities, for a period or |! |indefinitely, even if is not legally obligated |! |to it. Article 214.-The Superintendence, according to its |! |faculties, may formulate observations and require the |! |offeror additional antecedents to the provided, |! |with the object that the investors count with the |! |truthful information, sufficient and timely required to |! |decide whether to accept the offer. Deficiencies in the information provided or |! |failure to comply with the requirements set forth in this |! |law, will empower the Superintendence to suspend |! |up to for 15 days the start or continuation of the |! |offer. This suspension may be extended for once and |! |for the same period. If you beat the extension subsist the |! |causes that founded it, the Superintendence will leave without |! |effect the offer by resolution founded. Article 215.-Notwithstanding the limitations |! |contemplated in the laws that regulate them, the |! |companies managing funds audited by the |! | Superintendence will be able to participate as acceptors |! |regarding the public offerings to which This |! | Title, representing the respective funds, |! |enajenando the corresponding actions and exercising |! |all rights that assist them in such quality. Article 216.-Transactions coming from |! |a public offering of stock acquisition may be |! |intermediate out of stock by securities agents or |! |stock brokers. If they are intermediate brokers outside of |! |bag, they will need to report the transactions to the |! |stock exchanges that they are part of for the |! |incorporate the information systems to the |! |investors. TITLE XXVI Of the public offering of shares or securities |! |convertible abroad Article 217.-The anonymous companies that make |! |public offer of their securities will be authorized to |! |register such securities abroad, with the object |! |to allow your offer, quote and transaction in the |! |international markets. Article 218.-Issuers will be obliged to |! |present to the Superintendence and to the bags of |! |local values the same information and in equal instalments |! |that must be presented to the regulatory authorities |! |foreign and markets International, by the values |! |that register, place and translate in these markets. The information that must be provided in language |! |foreign will be presented to the Superintendence and to the |! |bags of local values, in original text and with a |! |translation made by the own sender in language |! |Spanish, duly subscribed by the manager of the issuer. |! | This information will be provided as authentic document |! |for all legal effects, since it was do |! |delivery of the same to the Superintendence. Article 219.-The holders of certificates or |! |securities issued against shares deposited, will have |! |the same rights as they confer the laws or the |! |statutes to all the shareholders of the society, the |! |that will be exercised through those and by intermediate |! |of the depository entity, the one that will conform to the |! |stipulations of the deposit contract or the |! |instructions that you receive at every opportunity. The depositary of the representative certificates |! |of the securities, will vote in shareholders ' meetings in the |! |form that has been agreed in the contract of deposit. In |! |the not foreseen in the contract, the depositary will be |! |to the instructions received from the respective |! |holders of the values, for each of the materials |! |marked in the call. In case the depositary |! |cannot vote, the actions it represents only |! |should be considered for the calculation of the quorum of |! |assistance. The violation of the instructions or the absence |! |of the same, will not invalidate the vote that has been issued, |! |but will hold the depositary of the damages |! |caused to the holders of the certificates. '' Article 2.-Enter the following amendments in law No. 18.046: 1. Replace the second, third and fourth points of Article 2 (2) with the following second, third, fourth, fifth and sixth points, passing the current fifth and sixth points, to be seventh and eighth, respectively: Open: 1) Those that have 500 or more shareholders. (2) Those in which at least 10% of their subscribed capital belongs to a minimum of 100 shareholders, excluding those who, individually or through other natural or legal persons, exceed that percentage, and 3) the Registry of Securities voluntarily or in compliance with a legal provision. They are public limited companies which are not included in the preceding paragraph. However, public limited liability companies which agree in their statutes to submit to the rules governing public limited liability companies or which are required to do so by law must be registered in the Registry of Securities. The public limited companies will be subject to the supervision of the Superintendency of Securities and Insurance, hereinafter the Superintendence, and must register in the Registry of Securities and observe the special legal provisions that are applicable. The Superintendence may, by means of a general rule, establish categories of public limited liability companies for audit purposes, and may lay down rules and operational requirements and simplified information, in the case of companies that do not make public offer of their securities or that the transaction of the securities is not relevant to the stock market. Anonymous companies that cease to comply with the conditions to be considered open or who have voluntarily registered in the Securities Registry will continue to affect the rules that govern them, while the extraordinary meeting of shareholders I shall not agree to the contrary by two thirds of the voting shares. In this case, the absent or dissident shareholder will have the right to withdraw. 2. In Article 6, add as final point, new, the following: " In any case, the nullity of a society or a modification of the social status may not be requested, after four years after the occurrence of the vice that the originates. ''. 3. In Article 20, the following sentence is added after the second sentence, after the final point (.) which becomes the following point (.): '' The statutes of the public limited companies which make public offer of their shares may contain preferences or privileges granted to a series of preeminence actions in the control of the company, for a maximum period of five years, and may be extended by agreement of the extraordinary meeting of shareholders. ''. 4. Delete the final paragraph of Article 21. 5. Add to Article 24, the following third, fourth and final points: ' In the capital increases of an open limited company it may be envisaged that up to 10% of its amount will be allocated to compensation plans of its own employees or of its subsidiaries. In this part, the shareholders shall not enjoy the preferred option referred to in the following Article. However, if the shareholders do not exercise their right to subscribe in all or part of the remaining shares, the unsubscribed balance may also be allocated to compensation schemes for such workers, if the balance has been agreed between the shareholders. Shareholders ' meeting. The time limit for subscribing and paying the shares by the employees within a compensation plan may be extended for up to five years, counted from the agreement of the respective shareholders ' meeting. ''. 6. In Article 27, it is inserted after Nº 3), the following Nº 4): '' 4) Permits an agreement of the extraordinary meeting of shareholders for the acquisition of shares of its own issue, under the conditions set out in Articles 27 to 27 D. ''. 7. Add the following new articles, following Article 27: " Article 27 A.-Anonymous companies whose shares have a stock transaction may acquire and own shares of their own issuance, under the following conditions copulatives: (a) to be agreed by an extraordinary meeting of shareholders by two-thirds of the shares issued with the right to vote; (b) The acquisition may be made only up to the amount of the retained earnings, and (c) If the company has series of shares, the acquisition offer must be made in proportion to the number of shares in each series, which has a stock exchange transaction. The shareholders ' meetings referred to in order to consider the acquisition of shares of their own issue shall decide on the maximum amount or percentage to be acquired, the objective and the duration of the programme, which may not exceed three years. as from the minimum and maximum price to be paid for the respective shares, matters on which the board of the company must provide comprehensive and detailed information. In any event, the board may delegate to the board the fixing of the purchase price. Approved the program to acquire and hold shares of its own shareholders ' meeting, no limited company may hold in portfolio shares of its own representative issue of more than 5% of its subscribed shares and paid. The excess produced must be completed within 90 days, counted from the date of the acquisition that has given rise to the excess, without prejudice to the responsibility that will take care of the directors and the manager of the society. Only shares in the company which are fully paid and free of any charge or prohibition may be acquired by this procedure. Article 27 B.-Transactions held on the occasion of the acquisition of shares of their own shares must be carried out in stock exchanges through systems which allow the acquisition of the shares received on a pro rata basis and if they do not reach the percentage fixed to be purchased, the remaining balance may be purchased directly at a wheel. However, an equity acquisition agreement may always be executed through a Public Offering of Acquisition of Shares, in accordance with the law. In addition, a representative amount of up to 1% of the share capital of the company may be purchased directly at a wheel within any 12-month period, without the need to apply the pro-rata procedure, when the has been authorised to do so by the shareholders ' meeting. The amount of transactions carried out on the same day shall not exceed 25% of the average daily transaction volume that the shares of the company have experienced during the previous 90 days, on the national stock exchanges and, in the case, foreign, for the balance of those shares which have not been acquired by the pro-rata procedure. The Superintendence shall determine by means of instructions of general application, the minimum conditions to be met by the shares to be considered as a stock transaction. In any event, the application of these instructions may not result in the exclusion of companies in which they may invest a mutual fund, in accordance with the rules applicable to them. Article 27 C.-Actions acquired pursuant to Article 27 (4) shall be carried out by the company within the maximum period of 24 months from the date of its acquisition, and if that is not the case, the capital will be diminished in full. At the time of writing, the company must make a preferential offer to the shareholders in the terms referred to in Article 25. However, that offer shall not be compulsory in the case of a programme or compensation scheme for workers in the company, or for the sale of a quantity of shares within any 12-month period not exceeding 1% of the equity capital of the company, provided that in both cases it is approved by the shareholders ' meeting. If the shareholders do not exercise, in whole or in part, the right of preference referred to in the preceding subparagraph or are dealt with in the case of shares within the quota referred to above, the disposal shall always be carried out on a stock exchange. Article 27 D.-The acquisition and possession of shares of its own issue by a bank shall be subject to the following additional rules: (a) The value of the own shares in the portfolio shall be deducted from the basic capital for all purposes. legal, regulatory and regulatory. (b) For the purposes of the provisions n the third paragraph of Article 56 of the General Law of Banks, the acquisition of own shares shall be considered as a dividend distribution. The acquisition will require approval from the Superintendence of Banks and Financial Institutions, which can only be denied if the applicant company is not in Category I, according to Article 60 of the General Law of Banks or would cease to be in as a result of the acquisition of own shares. ''. 8. Add, as a new final point of Article 31, the following: "Without prejudice to the foregoing, if the public limited liability company is to constitute the committee referred to in Article 50a, the minimum number of directors shall be seven." 9. Add the following final paragraph to Article 39: "The expenses of the directory must be presented in the social memory, grouped by relevant items, and informed in the ordinary meeting of shareholders." 10. Make the following amendments to Article 44: a) Intercalase in the first paragraph between the words 'approved' and '' by '', the word "previously". (b) Add at the end of the second indent, before the separate point (.), following the word "capital", the following sentence: " companies or undertakings in which one of the persons referred to above is a direct or indirect director or owner of 10% or more of its capital; and persons for whom the director acts as a representative '. (c) Intercalanse as an incisor fourteenth, both inclusive, the following, passing the current fourth indent to be the final point: '' Always the act or contract involves relevant amounts, the board must decide in advance if the latter is in line with similar conditions as those normally prevailing in the market. Where it is considered that it is not possible to determine these conditions, the directory, with the abstention of the director with interest, may approve or reject the operation or, where appropriate, designate two independent evaluators for these purposes. The acts or contracts referred to in the preceding paragraph, as well as the appointment of the independent assessors, shall be of an essential nature. The evaluators ' reports shall give an opinion on the conditions of the operation and on the manner in which they intend to pay the price when it is in goods which do not consist of money. The assessors ' reports shall be made available to the shareholders and the board at the social offices on the following working day of receipt in the company, for the period of 20 working days from the date of receipt of the (i) the final report of these reports, which must be communicated to the shareholders in writing. The directory may, with the abstention of the director with interest, agree to give the operation and the reports the character of the operation. The directory may decide only on the approval or rejection of the act or contract after the expiry of the period referred to in the seventh indent, since the last of the reports, with the director's abstention with interest. If shareholders representing at least 5% of the shares issued with the right to vote estimate that the conditions are not favourable to the social interest or the assessments are substantially different from each other, they may apply to the the directory within the time limit referred to in the seventh indent, which is cited by an extraordinary meeting of shareholders to be resolved by the agreement of two thirds of the shares issued with the right to vote. The controller or the related person intending to perform the operation shall make available to the directory in a timely manner all the records, reports, documents and communications relating to that operation, transmitted to entities foreign supervisory or regulatory competent or foreign exchange securities, to the date on which the directory is subject to the disposal of the business, assets and liabilities, or assets in its case. In addition, those records shall be made available to the shareholders by the directory, on the following working day. It is also presumed to be the right that a director has an interest when he or persons related to him provide advice for the conclusion of such an act or contract. The minutes of the corresponding directory session shall contain expressly the deliberations of the board to approve the terms and conditions of the respective acts or contracts. In the summons sent by mail to the shareholders, in accordance with Article 59, the name of the directors and the manner in which each of them voted in the respective session shall be expressly indicated on the matters dealt with in this article. For the purposes of this Article, it is understood that any act or contract that exceeds 1% of the social patrimony is of relevant amount, provided that such act or contract exceeds the equivalent of 2,000 units of promotion and, in any case, when it is higher (d) Add to the current fourth indent, which became final, after the point followed (.), the following sentence: " If the damages caused by the infringement of this article are to be demanded, it shall be the part of the (a) to prove that the act or contract was in accordance with market conditions or that the conditions of "trading reported profits to the company, except that the transaction has been approved by the extraordinary shareholders ' meeting." 11. In Article 47, add the following final point: '' It will be understood that those directors who, despite not being present, are simultaneously and permanently communicated through technological means that authorize the Superintendence, by means of instructions of general application. In this case, their attendance and participation in the session shall be certified under the responsibility of the president, or of whom he does his or her times, and of the secretary of the board, stating this fact in the act that is lifted from it. ''. 12. In Article 48, the following new final indent is inserted: '' The President, the Registrar and the directors who have participated in the respective session in any of the forms referred to in the final paragraph of the previous Article shall not refuse to to sign the minutes which will be lifted. The minutes shall be signed and saved, if appropriate, before the next ordinary session, which is held or in the next session, which takes effect. ' 13. Amend Article 50 in the following sense: (a) Substitute, in the sentence: 'managers and persons', the conjunction 'and' ' by a comma (,). b) Intercalase following the word 'times', the following sentence: '' and the principal executives ''. 14. The following Article shall be inserted after Article 50: ' Article 50a.-Open public limited liability companies shall designate the committee of directors referred to in this Article, where they have an equal or higher stock exchange equivalent to 1,500,000 units of promotion. If the assets referred to in the preceding subparagraph are reached during the year, the company shall be required to appoint a committee to be counted for the following year; if a reduction in the stock market is reduced to less than that indicated, the It shall not be obliged to maintain a committee to be counted for the following year. The committee shall have the following powers and duties: (1) Examine the reports of the external auditors and auditors, as appropriate, the balance sheet and other financial statements submitted by the directors or liquidators of the company to shareholders, and to rule on them in advance of their submission to shareholders for approval. 2) Propose to the board, external auditors and private risk classifiers, if any, that they will be suggested to the respective shareholders ' meeting. In the event of disagreement with the committee, the board may make a suggestion of its own, both under consideration by the shareholders ' meeting. 3. to examine the background to the operations referred to in Articles 44 and 89 and to withdraw a report in respect of those operations. A copy of the report will be sent to the chairman of the board, who will be required to read the report in the session for the approval or rejection of the respective operation. 4) Examine the remuneration systems and compensation plans to the principal managers and executives. (5) Other matters relating to the social status, or entrusted to it by a general meeting of shareholders or the board, if appropriate. The committee shall be composed of three members, most of whom shall be independent of the controller. In the event that more directors are entitled to integrate the committee, as appropriate, in the first meeting of the board after the meeting of shareholders in which their election has been held, the same directors shall, acting unanimously, resolve the matter. who will have to integrate it. In case of disagreement, it shall be decided by lot. Directors linked to the controller may be a majority if the number of independent directors is not sufficient to achieve it. An independent director shall be understood to have been equally elected when the votes from the controller or his related persons were taken from the vote. The deliberations, arrangements and organisation of the committee shall be governed, in whatever case may be applicable, by the rules relating to the board of directors of the company. The committee will inform the board of the way it will request information, as well as its agreements. The members of the committee shall be remunerated. The amount of the remuneration will be fixed annually in the ordinary shareholders ' meeting, according to the functions that orresponds to develop. The ordinary shareholders ' meeting shall determine a budget for the operating expenses of the committee and its advisors, and the latter may require the hiring of the advisory of professionals for the development of its tasks, in accordance with the aforementioned budget. The activities that the committee develops and the expenses it incurs, including those of its advisors, will be presented in the annual and informed memory at the ordinary shareholders ' meeting. The directors who are members of the committee in the exercise of the functions mentioned in this article, in addition to the responsibility inherent in the position of director, will respond jointly and severally to the damages they cause to the shareholders and to the company. Public limited liability companies which do not have the minimum assets referred to in the first subparagraph may voluntarily benefit from the preceding rules; in that case, they shall comply strictly with the provisions of this Article. ' Amend Article 67, in the following sense: (a) Replace No 9), as follows: ' 9) The disposal of 50% or more of its assets, whether or not it includes its liability, as well as the formulation or modification of any business plan to consider the disposal of assets for an amount exceeding the above percentage. For these purposes it is presumed that they constitute the same disposal operation, those which are perfected by means of one or more acts relating to any social good, for any period of 12 consecutive months. ' new Nºs. 11) and 12), the following, passing the current Nºs 11) and 12), to be Nºs. 13) and 14), respectively: '' 11) The granting of real or personal guarantees to channel third-party obligations that exceed 50% of the asset, except for subsidiaries, where the approval of the directory will be sufficient. 12. acquisition of shares of their own issue, subject to the conditions laid down in Articles 27A and 27B; '. 16. In Article 69, the following amendments are inserted: (a) In the first indent, add, following the separate point (.), which becomes the following point (.), the following sentence: " Without prejudice to the foregoing, if the the company's bankruptcy, the exercise of the right to withdraw will be suspended until the accreencies that exist at the time of the right to be granted are paid. The same rule applies in the case of the company being subject to an agreement approved according to Title XII of the Bankruptcy Law and as long as it is in force, unless such agreement authorizes the withdrawal or when it is terminated by the declaration of bankruptcy. '' b) Replace the number (3) by the following: "(3) The disposal of 50% or more of the social asset, in the terms referred to in Article 67 (9); '" (c) Intercalase as new number 4), the following, passing the current numbers 4), 5) and 6) to be 5), 6) and 7), respectively: '' 4) The granting of the conditions referred to in Article 67 (11); ''. (d) Replace No. 6), which has become Nº 7), by the following: "7) Other cases that establish the law or its statutes, if any." 17. Replace, in the fifth indent of Article 69a, the term 'above' by 'third indent'. 18.-Interact the following Article 69 ter, new: ' Article 69 ter.-If as a result of any acquisition, a person reaches or exceeds two thirds of the shares issued with the right to vote of a company making public offer of its shares, it shall have a period of 30 days, counted from the date of that, in order to make an offer for the remaining shares, in the established in Title XXV of Law No. 18,045. Such an offer must be made at a price not less than that which would correspond to the right of withdrawal. If the offer is not made within the prescribed period, the right of withdrawal in the terms of Article 69 shall be born for the remaining shareholders. In this case, it shall be taken as the reference date for calculating the value to be paid, on the day following the expiry of the period referred to in the first subparagraph. It shall not govern the obligation laid down in the first subparagraph, where the percentage referred to as a result of a reduction in the full amount of the capital is reached, because it has not been fully subscribed and paid an increase within the legal period. If all the shareholders exercise the option to dispose of all their shares to the controller or to exercise the right to withdraw as appropriate, the company shall not be applicable to the cause of dissolution as set out in Article 103 (2). unless the controller decides otherwise and so points out in accordance with Article 213 of Law No 18.045. '' 19. Replace in the first paragraph of Article 70, the expression 'previous article' by 'article 69'. 20. In Article 72, the following new indent is inserted: '' The president, the secretary and the other persons who have been required to sign the minutes of the respective shareholders ' meeting shall not refuse to sign it. The minutes of a meeting of shareholders must be signed and saved, if any, within 10 working days of the meeting of the shareholders ' meeting. Following Article 133, the following article, new: " Article 133a.-Any loss of the assets of the company as a result of an infringement of this law, its regulation, the social statutes or the rules that The Superintendence shall give the right to a shareholder or group of shareholders representing at least 5% of the shares issued by the company or any of the directors of the company, to demand damages to the correspond, in the name and benefit of the society. The costs to be paid to the applicants and shall not, in any way, benefit the company. If the shareholders or the director are liable to pay the costs, they shall be solely responsible for the costs. The actions referred to in this article are compatible with the other actions established in this law. ''. 22. In the first paragraph of Article 135, the word 'managers' is added after the word 'managers': '', principal executives ''. Article 3.-Introduces the following amendments in Decree Law No. 1.328, 1976, on the Administration of Mutual Funds, whose consolidated, coordinated and systematized text was fixed by the Supreme Decree No. 1,019, of the Treasury, of 1979: 1. Replace the first paragraph of Article 11, by the following new points, which become first and second, respectively: ' Article 11.-Translate six months from the approval of the Rules of Procedure of the Fund, must have at least 50 participants, or 5 participants if there is an institutional investor among them. The overall value of the net worth of the fund shall be equivalent to at least 10,000 units of support. ' 2. 2. 2. Amend Article 13, in the following sense: (a) Intercalase in number 3.-, after the words "Mutual Fund shares", the phrase: " constituted in Chile ''. (b) Add, in the first indent of the number 6.-, following the separate point (.), which becomes the following point (.), the " The Fund may invest up to 25% of the value of its assets in shares of a foreign investment fund, opened or closed, or in securitization debt securities corresponding to a property of those referred to in Title XVIII of the Law No 18.045, meeting the requirements to be determined by the Superintendence. ' (c) Intercalase in number 10.-, after the term "assets,", the following sentence: "lease securities and conclude short sales contracts on these,". (d) Add the following second indent: " The limit set in number 4.-of this article, in the case of debt securities of securitization that deals with Title XVIII of Law No. 18,045, will apply to each estate separately. ''. 3. The following Article shall be inserted after Article 13: ' Article 13a.-In the case of mutual funds of lesser diversification, the limits referred to in the second subparagraph of number 2 shall not apply. Article 13-Article 13, provided that a policy of diversification of the investments of the fund is established in the rules of procedure. That policy shall contain at least investment limits in respect of the total assets of the fund on the basis of each issuer, business group and its related persons, without prejudice to the reporting requirements set out in the Regulation. In its annual report, the external auditors of the Fund shall decide on the fulfilment of this diversification policy. The rules of procedure will establish the systems for the rescue and payment of quotas that represent significant amounts daily of the total assets of the fund. For these purposes, significant amounts shall be deemed to be determined by the Regulation of this Law. ` ` 4. Following Article 14, the following new Article shall be inserted: " Article 14a.-In the elections of the directory of companies whose shares have been acquired with the resources of mutual funds, the administrators shall not be able to vote for the following persons: (a) Shareholders who have the control of the company or its related persons; (b) the shareholders of the administrator holding 10% or more of their shares, or their related persons; and (c) the directors or executives of the administrator, or of any company of the business group to which she belongs. The directors may act in concert with each other or with shareholders who are not affected by the restrictions. ontempladas in this article. Notwithstanding the foregoing, they may not conduct any management that involves participating in or having interference in the administration of the company in which one or more directors have been elected. Without prejudice to the provisions of point (a) of the first subparagraph, the administrators may vote for persons acting as directors in a company of the business group to which the company in which the directory is chosen belongs, the persons comply with the following: (i) To be a person whose sole relationship with the controller of the business group comes from his/her participation in the directory of one or more companies of the group. (ii) the person has not acceded to the directories referred to in point (a) with the decisive support of the controller of the business group or its related persons. It is understood that a director has received decisive support from the controller, when the votes from the controller or his related persons were not elected. If the person chosen is affected by the restrictions of this article or is disabled for any reason, he shall cease to be the full right in the post, and shall definitely assume the alternate if he has, or that replacement is enabled which designate the directory. ''. Article 4.-Enter the following |! |amendments in Decree Law No. 3,500 of 1980: 1. In the second paragraph of Article 34, |! |replace the letters (l) and (o) by (k) and (m). 2. Replace, in the first indent of the article |! | 44, the letter (l) by letter (k). 3. Introduce the following changes in the |! |article 45: a) In the second indent: i. Replace the letter i) with the following: '' i) Cost of investment funds to which you refer |! |the law No. 18,815 and mutual fund quotas governed by |! |the decree law No. 1,328, of 1976; ''. (ii)-delete points (j), (m), (n) and (p), passing |! |the current letters (k), (l), (n) and (o) to (j), (k), (c), (l) and (m), respectively. iii.-In the current letter n), which happens to be l), |! |replace the semicolon (;), by the expression '', |! |y ''. iv.-In the current letter (o), which happens to be m), |! |replace the expression '', and '' by a separate point |! | (.). (b) In the third indent, replace the expression: |! | '' the letters (f), (g), (h), (i), (j), (m), (n), (p) ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` (c) In the fifth indent: Replace the third sentence with the following: " In turn, they may be acquired, without being required |! |the approval of the Classification of Risk Commission, |! |the instruments mentioned in the letter g); in the letter |! |k), in the case of actions Foreign investment funds |! |participation issued by investment funds |! |foreigners that can be traded on a market |! |national secondary and participation fees |! |issued by foreign mutual funds found |! |registered in the Foreign Securities Registry of the |! | Superintendency of Securities and Insurance; and in the letter l), |! |when dealing with representative instruments of |! |foreign shares and shares issued |! |by mutual funds and foreign investment funds, which |! |can be transacted into a formal secondary market |! |national. ''. ii. Replace in the fourth sentence, the reference |! |the letters l) and n) by another to the letters k) and l), |! |respectively. '' d) In the sixth paragraph, replace the letter '' k) '' |! |by the letter '' j) ''; and replace the phrase '' the Funds |! |investment referred to in points (i), (j), (m), (n) and (c) (p) ', by the sentence:' the investment funds and funds |! |mutual funds referred to in point (i) ' (e) In the seventh indent, replace the expression |! | '' points (e), (f), (g), (h), (i), (j), (k), (l); |! |correspond, m), n), n) and p) ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` tenth: i. In the number 5. replace the expression '(g) ` ` with the words' (g) and (h) ` ` `. ii. In number 6.-, replace the letter '' k '' |! |by '' j ''. iii. In the number 7.-: a) Replace the first sentence with the following: '' The limit for the sum of the investments in the |! |instruments mentioned in the letter k) plus the amount of the |! |investment of the Pension Fund in the instruments of |! |the numbers 17) to 28) of the article 5 ° of the law N ° |! | 18.815, which is made through the funds of |! |investment plus the investment amount of the Fund of |! | Pensions in the instruments of the numbers 9. and 11. |! |from article 13 of Decree Law No. 1.328, 1976, which |! |is effected through mutual funds, may not be |! |less than ten percent or greater than twenty per |!% of the value of the Fund. The investment that is made |! |through both types of funds of the letter i) of the |! |second indent of this article, will only be considered in |! |the limit indicated, when these have invested in the |! |foreign more than 50% of their assets. ''. b) Remove in the second sentence the expression |! | '' plus the amount of the contributions mentioned above, ''. iv. Replace the number 8. by the following: '' 8. The limit for the sum of the investments in |! |the instruments mentioned in the letter i), plus the amount |! |of the contributions committed by the contracts to |! |that refers to the third indent of article 48, no |! |may be less than fifteen per One hundred and five percent of the value of the Fund. With |! |all, the limit for the sum of the investments of the |! | Pension Fund in mutual funds quotas, referred to |! |in the letter i), may not exceed five per |!% of the value of the Fund. '' v. number |! | 10. to be number 9. vi. In number 10., which happens to be 9., remove |! |references to letters j), m), n) and p), |! |replacing the comma (,) preceding the letter i), by |! |the conjunction '' e ''. Also, replace the letters |! |l) and n) with the letters k) and l), respectively. vii. Delete the number 11, passing the current |! |numbers 12 to 14, to be 10 to 12, respectively. viii. In number 12., which becomes number 10., |! |replace the letter (o) with the letter m). ix. In number 13., which becomes number 11., |! |remove the expression '' j), m), n) and p) '', and |! |replace the comma (,) preceding the letter i), by |! |the conjunction '' e ''. Also, replace the letter k) |! |by j) and the letters n) and l) the two times they appear |! |in the text by the letters l) and k), respectively. x. In the number 14, which happens to be number 12., |! |replace the guarism '' 10 '' with '' 9 ''. xi. Delete the number 15. (g) In the first subparagraph: i. Replace at number 5. the reference to the |! |letter (k) by the letter (j). ii. Replace at number 6. the reference to the |! |letter (l) by the letter (k) and the reference to the letter (o) |! |by (m). (h) Reposition in paragraph 14 (l) (l) (k) (k). (i) The fifteenth paragraph shall be deleted. j) In the present seventeenth, which becomes |! |sixteenth, replace the word '' fourth '' by |! | '' fifth ''. k) In the eighteenth indent, which becomes |! |seventeenth, replace the letters l) and n), by the |! |letters k) and l), respectively, and the ordinal '' quarter '' |! |by '' fifth ''. l) In the nineteenth point, which becomes |! |eighteenth, replace the letter n) with the letter l) m) In the twenty-second paragraph, which becomes |! |nineteenth, replace the letters k) and n) with the |! |letters j) and (l), respectively. n) In the twenty-first paragraph, which becomes |! |twenty, replace the letters k), l) and n) by the |! |letters j), k) and l). (o) Reposition the twenty-second paragraph, which passes |! |to be twenty-first, for the following: '' With all, for the Type 1 Fund, the sum of the |! |instruments mentioned in the incisos fifteenth to the |! |previous twenty and the instruments indicated in the |! |letter i) of article 45, plus the amount of the contributions |! |committed by the contracts referred to in the |! |third paragraph of article 48, will be in aggregate |! |restricted to a maximum limit of investment that will not be able to |! |be inferior to the 20% or more than 35% of the value of the |! | Fund. The Central Bank of Chile may exclude from the |! |determination of maximum percentages of investment |! |referred to in this point to the instruments of each |! |type mentioned in the letter l). ''. p) In the twenty-third paragraph, which happens to be |! |twenty-second, replace the letter k), the two times |! |that appears in the text, by the letter j) and the letters l) |! |and n) by the letters k) and l), respectively. q) In the twenty-fifth paragraph, which becomes |! |vigesimuarto, replace the expression '' the letters n) |! |y n) '' by the expression '' the letter l) ''. 4. In the third indent of Article 45a, the term 'points (i), (j), (m), (n) and (p)' shall be replaced by the words ' (i) ` ` 5. In the third indent of Article 46, the references to letters (o), (l) and (n), (m), (k) and (l), respectively, are replaced. 6. Modify Article 47, in the following |! |terms: a) Add in the eighth indent, below the |! |point apart (.) which happens to be followed (.), the |! |following sentence: '' It will not be considered in the measurement of |! |the investment indirect, the one carried out through the |! |investment funds and the mutual funds mentioned in the |! |letter (i) of the second paragraph of Article 45. '' (b) Replace the twenty-first paragraph with the following |! |below: '' Investments with resources from a |! Fund Pension in a fee from an investment fund of those |! |as referred to in point (i) of the second indent of the |! |article 45, plus the amount of the committed contributions |! |through the contracts referred to in the article 48 (no. 48) in the appropriate cases, no |! |may exceed the lower value between the thirty and the co |! |percent of the sum of the subscribed quotas and the |! |quotas that have been promised to subscribe and pay of the respective |! |investment fund and the product of the five |! |percent of the value of the Pension Fund by the |! |diversification factor. When subscribing |! |a new issue, the maximum amount to subscribe will not be able to |! |exceed thirty-five percent of the issue. However, investments with resources from a Fund of |! | Pensions in quotas of a mutual fund referred to in the |! |letter (i) of the second paragraph of Article 45, will not be able to |! |be greater than one percent of the value of the Fund of |! | Pensions or thirty and five percent of the quotas |! |issued by the respective mutual fund. ''. c) Assume the twenty-second paragraph, passing the |! |incisos twenty-third to the third-third to be |! |incisos twenty-second to the second. |! |respectively. d) In the current twenty-third paragraph, which passes to |! |be twenty-second: i) Reposition the first sentence by the following: '' The diversification factor will be determined in |! |function of the ratio of total assets of a |! |investment fund, invested directly and indirectly |! |in issued instruments or guaranteed by the same |! |issuer. ''. ii) Add in the last sentence of the subsection, a |! |continuation of the word '' Background '', the following sentence |! |preceded by a comma (,): '' or if direct investment e |! |indirect on instruments issued or guaranteed by |! |a same entity is equal to or greater than forty per |!% of the total asset of the Background. (e) Reposition, in the twenty-third paragraph, which |! |becomes twenty-third, the letter (l) by letter k). (f) Amend the twenty-fifth paragraph, which passes to |! |be twenty-fourth, in the following form: i. Replace point (l) with the letter (k). ii. Replace the word '' fourth '' with |! | '' fifth ''. iii. Add the following sentence: '' Las |! |investments with resources of a Pension Fund in |! |participation fees issued by mutual funds and |! |investment funds of article 45 of a |! |same issuer, that do not require approval of the |! | Risk Classifying Commission and comply with the |! |requirements that are set forth in the fifth indent of the |! |mentioned article, they will not be able to exceed the amount |! |less than twenty-five percent of the quotas |! |underwritten of the respective mutual fund or investment and the |! | 0.30 percent of the value of the Pension Fund. '' g) Replace in the trigesimuarto, which |! |happens to be 3rd, the letter n) by the letter |! |l). (h) Reposition in the thirtieth indent, which |! |becomes trigesimuarto, the letter (o) per m). (i) In the third-third indent, replace the |! |expression '' Funds of real estate investment, of Funds |! |of investment of enterprise development, From the |! |investment funds, from investment funds of |! |securitized credits and investment funds |! |international '', by the expression '' mutual funds and |! |investment funds, as well, the amount invested |! |by the funds mutual on the instruments mentioned in |! |the numbers 9. and 11. Article 13 of Decree Law No. |! | 1,328, of 1976, and the amount invested by the funds of |! |investment in the instruments indicated in the numbers |! | 17) to 28) of article 5 of Law No. 18.815 ''. To your |! |time, replace the letters l) and n) of this paragraph by |! |k) and l), respectively. 7. Replace the second paragraph of article 47 |! |bis, for the following: '' The Pension Fund may not possess or be |! |committed to subscribe and pay dues that represent |! |more than ten percent of the total issued or to be issued |! |of a investment fund, where the fund holds a |! |issuer in which the Administrator or his/her persons are |! related to those referred to in Article 98 (1) (i) (i). The same limit shall apply to the |! |investment of the Pension Funds in the shares of funds |! |mutual as referred to in point (i) of the second indent of Article 45 (2). The Pension Fund will also not be able to |! |own or be committed to subscribe and pay fees |! |that represent more than five percent of the total |! |issued or to issue from an investment fund, when the |! | Administrator is related person with the |! |investment fund manager. Equal restriction |! |applicable to investments made by the Fund of |! | Pensions in mutual fund shares referred to in the |! |letter (i) of the second paragraph of Article 45. '' 8. Insert the following modifications to the |! |article 48: a) Replace in your second indent the expression |! | '' k), m), n), n) and p) '', by the expression '' and l) ''. b) Intercalanse as incisos third and fourth, |! |new, the following: '' The Pension Fund Administrators will be able to |! |participate with funds from the Type 1 Fund that |! |administer, in the public procurement bids of |! |shares to be performed in accordance with the provisions in |! |Title XXV of Law No. 18,045. The Superintendence of Securities and Insurance will do |! |arrive at the Superintendence copy of the prospectus to which |! |alludes article 203 of the law No. 18.045, within the |! | 3 days after received. ''. c) Replace the third indent, which happens to be |! |fifth, for the following: '' The Administrators will be able to celebrate directly |! |with the issuers, in their own name and for the Fund of |! | Pension Type 1, contracts of promises of subscription and |! |payment of quotas of investment funds to which |! |refers to the law N ° 18.815, committing the contribution of |! |resources corresponding to the Pension Fund which |! |manage. The contributions that are made under |! |these contracts must be made against the delivery of |! |the respective quotas. '' d) Add in the current sixth paragraph, which passes to |! |be eighth, the following final sentence: '' Also, |! |these contributions may exceed the average of the |! |value of the Fund for each issuer in particular. '' e) The current eighth indent is assumed. f) Replace the second sentence of the ninth indent |! |that happens to be tenth, for the following: '' Also, |! |dealing with investments in mutual fund quotas to |! |the ones referred to in points (i) and (k) of the article 45 (2), second, can be bought and |! |sold, directly to the issuing entity. ''. g) Reposition in the literal b) of the current paragraph |! |tenth, which happens to be eleventh, the letter '' l) '' by the |! |letter '' k) ''. 9. In Article 94, replace the third indent |! |of the number 8. For the following reasons: '' To claim a fine imposed by the |! Superintendence, the claimant must make a |! |consignment equivalent to 25% of its amount, in that |! |organism. The consignment will be returned if the |! |claim is received. ''. 10. Delete point (m) of Article 98, passing |! |the current letters n), n), o) and p) to be letters m), n), |! |n) and o), respectively. 11. Modify Article 99 of the following |! |manner: a) Intercalase in the letter c) below the |! |expression '' of Investment Funds quotas, '' lo |! |following: '' of mutual fund shares, ''. Also, |! |replace references to letters l), n) and o) |! |by letters k), l) and m), respectively. (b) To replace point (d) by the following: ' (d) to establish the equivalences between the |! |classifications of the debt securities referred to in Article 45 (k) (k), made by entities |! this |! |has selected for such effects, and the categories |! |risk as defined in Article 105; ''. (c) Referred to in points (e) and (f), the reference |! (l) (l) to (k). 12. Replace in the final paragraph of the article |! | 104, the expression '' and the funds quotas of |! |investment '', by the following sentence, preceded by a |! |comma (,): '' the investment funds and the |! quotas, mutual funds, as referred to in (i) of the Article 45 (1) (a) (b) (b). Also, replace the |! |references to the letters l) and n) by the letters k) and l), |! |respectively, and the expression '' fourth '' by |! | '' fifth ''. 13. Insert the following modifications in |! |article 105: a) Replace in the first and second indent, the |! |references to the letters l) and n), by the letters k) and |! |l), respectively. Additionally, in the paragraph |! |second, replace the reference to the letter k), by the |! |letter j). (b) Replace the sixth indent by the following: ' When the debt instruments of Article 45 (2) (k) are concerned, the classification |! |made by recognised qualifying entities |! shall be classified internationally, provided that the Commission |! | Classifier has accepted them for such purposes. |! | When it comes to capital instruments, these are |! |approved in accordance with the procedures that are |! |will establish by the Commission, according to the provisions |! |in point c) of article 99. ''. (c) Reposition in the seventh and eighth points, the |! |reference to point (l) by (k). 14. Modify Article 106 in the following |! |terms: i. Add in the eighth indent, below |! |the expression '' investment funds and '', the following |! |phrase: '' of mutual funds as referred to in point (i) |! |of the second indent of Article 45 and ''. ii. Replace in the tenth indent, the letter l) |! |by the letter k), and the word '' fourth '' for '' fifth ''. 15. Replace in the second paragraph of the article |! | 138 the reference to the letter (o) by letter m). 16. Insert the following modifications in |! |article 155: a) In the first indent, add the following |! |letters c) and d), new: '' c) Be a shareholder of the Administrator who owns |! directly or indirectly 10% or more of the shares |! |subscribe from it or be person related to it. d) Be a director or executive of the Administrator or |! |of any of the companies of the business group to which |! |that belongs. '' b) Intercalanse, following the first indent, |! |the following second incissos to the tenth new, passing |! |the current incissos second and third to be incisos |! |eleventh and twelfth, respectively: '' Without prejudice to the provisions of (a) |! |of the first paragraph, the Administrators may vote for |! |persons who perform as directors in a |! group society business to which the |! |society in which the directory is chosen, when the |! |people comply with the following: a) That the only relationship with the controller of the |! |business group comes from its participation in the |! |directory of one or more societies of the mentioned group. b) That the person has not accessed the |! |directories mentioned in the above letter a) with the |! |decisive support of the business group controller or |! |of their related persons. It will be understood that a director has received support |! |decisive from a natural or legal person when, to the |! |subtract from his vote the votes coming from |! |those or their related persons, there would be no |! |result elected. Within forty-five business days |! |following the holding of a shareholders ' meeting |! |in which you have chosen directors of a company, the |! | Superintendence will be able to rule on the |! |compliance with the requirements established in this |! |article, declaring the inability of the directors |! |chosen with majority of votes granted by the |! | Administrators and disposing of the termination in office, |! |by a founded resolution, which will be notified to |! |the Administrators who have voted for the director, |! |the company and the indeft director. If the disabled director has an alternate |! |enabled, he/she will occupy the position on a temporary basis. |! | Otherwise, the charge will be occupied by a person |! |enabled as a replacement by the |! |directory of the company. The resolution referred to will be claimed by the |! | Administrators who would have voted for the director |! |disabled, according to the procedure |! |set in Article 94 number 8. As long as no |! |the claim is resolved, the directory will not be able to name |! |a replacement to provide the in-form charge |! |definitive. If the resolution of the Superintendence is not |! |claimed or, if applicable, to be claimed will be left |! |executed the judicial resolution that rejects it, the |! |alternate director, if any, will assume ownership. In other cases, the permanent and skillful replacement |! |will be designated by the directory, of a terna |! |presented by the Administrators who have voted |! |by the disabled director. The designation must |! |be made within 15 days of the date |! |the resolution of the |! | Superintendence that establishes the inability or of |! |to be enforced the judicial resolution that disposes of the |! |claim. The designation of the replacement director, will be |! |for the deadline you will miss the disabled director |! |to fulfill the period for which he was elected. If the inability occurred during the exercise |! |of the charge, the Superintendence will dictate a resolution |! |founded establishing the director's inability and |! |disposing of the cessation in office, the one that is |! |will notify the Administrators, to the society and the |! |director disabled, who will be replaced by agreement |! |as set forth in the earlier incisos. The agreements adopted by the |! |directory of the society, in which one of its |! |members is affected by one of the inabilities |! |established in this article, will be valid as long as it is found |! notified the |! |resolution of the Superintendence that sets the |! |inability. The Superintendence will establish, by standard of |! |general character, the procedure of information to which |! |the Administrators will have to abide, with object of |! |allow the pronouncements established in the |! |incisos fourth and eighth. '' Article 5.-The following amendments are made to the decree with force of law No. 101, of 1980, of the Ministry of Labor and Social Welfare: 1. Substitute the number 2 of Article 17 by the following: " 2. Fine for tax purposes, up to an amount not exceeding 15,000 units of promotion, in their equivalent in national currency or up to 30% of the total value of the irregular operations or of the acts or contracts which have been executed in "................................................................................ established in Article 53 of the Tax Code. If the fine is not appropriate and, however, the Superintendence or the Court has been informed, it shall be ordered to be returned duly adjusted in the manner indicated in Articles 57 and 58 of the said Code. '' Article 6.-Enter the following changes in the Law on Income Tax, contained in article 1 of Decree Law No. 824, 1974: 1. In the final paragraph of Article 11, the following amendments: (a) In the first part of that point, after the word 'international', the following sentence is inserted: '' or in the cases of the second indent of Article 183 of the said Title of that law ''. (b) In the second part of that point, after the 'investment', delete the term 'international', and replace the expression 'the latter' by the word 'both'. 2. In Article 18, the following fourth indent shall be inserted, and the present fourth indent shall be the fifth and sixth and fifth: " Similarly, it will be presumed that there is habituality in the case of alienation of actions acquired by the enajenante in accordance with the provisions of article 27 A of Law No. 18,046. '' 3. In the third paragraph of Article 21, add the following sentences following the separate point (.), which shall be followed: ' They shall also be affected by the tax set out in this paragraph the public limited liability companies which have acquired actions of their own issuance, in accordance with the provisions of Article 27 A of Law No 18,046, and which do not include them within the time limit laid down in Article 27c of that law. In this case, the tax shall be applied on the amount which the company has intended for the acquisition of such shares, duly adjusted in accordance with the variation of the Consumer Price Index, which occurred between the last day of the month and (a) the date of the acquisition and the last day of the month of November of the year in which the shares were held. ' Article 7.-Enter the following |! |amendments in law No. 18.815: 1.-In article 1, introduce the following |! |amendments: a) Add the following third indent, new: '' The investment funds and the companies that the |! |manage will be audited by the Superintendence |! |of Securities and Insurance, henceforth the Superintendence, and |! |will be governed by the provisions which are established in |! |this law and in its rules of law, by the laws and |! regulations concerning public limited liability companies |! |open, and by which they establish, for each fund, |! |in their respective internal regulations. '' b) next end point: '' Translate six months counted from the |! |approval of the Rules of Procedure, the Fund must |! |count permanently with, at least, 50 contributors, |! |except that among these there is an investor |! |institutional, in which case it will be sufficient to count with |! |the latter. For the purposes of this law, they will qualify |! also as institutional investors those who |! |determine the Superintendence by standard of character |! |general. ''. 2. Substitute the article 2 by the following: '' Article 2.-If a fund |! |the provisions of the final paragraph of article 1, is |! |must inform the Superintendency to the |! Next business day. The managing company will have |! |a term of 6 months counted since it was incurred in such |! |infringement to regularize it, otherwise it will be |! |will proceed to the dissolution and liquidation of the fund. This |! term will be suspended if the assembly of contributors, at last |! |of increasing the number of these or interest one |! |institutional, will agree to increase the capital of the fund |! |by a new issue of quotas, resuming a |! issue in the Register of Securities. ''. 3. Modify the article 3, in the following |! |form: a) Replace the first paragraph, by the following: '' The management of the investment funds will be |! |exercised by special anonymous companies, whose object |! exclusive is such an administration. By the said |! |administration will be able to perceive a commission, which is |! |deduce from said funds. Without prejudice to the above, |! |these companies may include within their object the |! |administration of capital investment funds |! |foreign regulated by law No. 18,657. In addition, |! |may perform the complementary activities that |! |authorize the Superintendence. '' b) In the second indent, at the end of its letter c), |! |add the sentence: '' Without prejudice to the above, |! |when one of these societies manages funds of |! |different nature, must comply with the |! |property requirements of each such |! |administrations. '' c) In the second indent, add the following |! |letter d): '' d) Elapsed one year counted from your |! |authorization of existence, the society must maintain, |! permanently, the administration of, at least one |! |background, and if it does not, you must olverse. ''. 4. Modify the article 4, in the following |! |sense: a) In the first paragraph, replace, the prayer |! |that begins with '' The Superintendence will approve '' and that |! |ends with the first point followed (.) by the |! |following: '' The Superintendence approve the regulations |! |internal of each of the funds administering a |! |society, the texts of the type contracts that are |! |subscribe with the contributors and their modifications, |! |respectively. '' b) In the third indent, make the next |! |amendments: (i) in point (a), delete the phrase 'followed by |! |the expression corresponding to the object of your investment, |! |according to Article 6 of this law' '. (ii) Replace point (c) by the following: '' c) Investment policy of the resources, |! |owing details at least, the types of assets in the |! |that will be invested, the diversification policy |! |of the investments of the fund, the treatment of the |! |excess of investment and its liquidity policy; ''. iii) In the letter h), replace the Phrase: "information for the contributors", "for" requiring the |! |ley ''. (iv) In point (i), add, after the expression |! | '' capital '', the sentence: '', and for the case that is |! |will contemplate performing voluntary decreases and |! |partial capital, according to the regulation of this |! |law, the terms, conditions and deadlines to take them to |! |effect; ''. v) In letters j) and k), replace, comma (,) |! |, and conjunction '' y '' with a semicolon (;) and dot |! |end (.) with a semicolon (;), respectively. (vi) Add the following new letters: ' (l) Materies which shall correspond to the knowledge of |! |the extraordinary assembly of contributors; (m) The powers, duties and responsibilities |! |of the Supervisory Committee, and its activities and functions |! |minimum that you will develop for the fulfillment of those |! |attributions, determining, in addition, if your members |! |will be remunerated for those functions in charge of the fund; |! |without prejudice to what is established in this law and in your |! |regulation; n) Form and periodicity in which the administrator |! |will comply with the obligation to inform refers |! |article 11, and n) The differences that occur between the contributors |! |in their quality of such, or between them and the society or |! |their administrators, be during the validity of the fund |! |respective or during their liquidation, they will be subjected to |! |arbitration. If nothing is said, it will be understood that this |! |referee will have the quality of arbitor arbiter. ''. 5. Modify Article 5, in the following |! |sense: a) Replace numbers 4 and 5 by the following |! |: '' 4) Bonds, short-term debt securities and |! |securitization debt securities whose issuance is |! |entered in the Register of Values of the |! | respective Superintendence; 5) Shares of open anonymous companies, shares |! |of investment funds, and other shares inscribed in the |! | Superintendency Registry |! |respective; ''. b) In No. 11) replace the expression '' article |! | 83 number 4 bis '' by '' article 69 number 7 ''. c) In No. 12): i) Remove the last part of the first paragraph |! |from the expression: '' In any case, ... '' to the point |! |apart. ii) Transfer the second paragraph as new paragraph |! |end of the article. (d) Intercalse between numbers 12) and 13), the |! |following numbers 13) and 14), new, passing the |! |current Nºs 13) to 25), to be 15) to 27), |! |respectively: '' 13) Quota or rights in communities over goods |! |furniture and buildings, in the A measure that has been stipulated |! |an indivision pact containing relative clauses, |! |at least, to the use, enjoyment, administration and destination of |! |the commons, the indivision must be agreed for |! |a period not exceeding the one indicated in the second |! |of article 1317 of the Civil Code. However, that |! term may not exceed the duration of the fund, including |! |its liquidation; 14) Titles representing products, which are |! |object of trading in product bags; ''. e) Intercalase following the current number |! | 22), which It has become 24), the next number 25), |! |new, passing the current Nºs 23) to 25), to be Nºs 26) |! |to 28), respectively: '' 25) Titles representing products, that are |! |object of negotiation in product bags |! |foreign; ''. f) Replace the second, third, and |! |final points of Article 5, by the following incisos |! |second, third, fourth and fifth, new: '' Funds will be able to hold future contracts, |! |both inside and out of stock; acquire options of |! |buy or sell on assets, securities and indices; |! |lease securities and enter into contracts short sales |! |on these, provided they meet the requirements that |! |the Superintendence determines by character rule |! |general. For the acquisition or disposal of assets not |! |financial in which they are authorized to |! |invest, funds will be able to enter contracts of |! |promise of purchase or sale and contracts that grant them |! |the right to acquire or to dispose of assets. Also, on the public offering values that |! |are defined in your rules of procedure, funds will be able to |! |perform sales operations with purchase commitment and |! |purchase transactions with sales commitment. The funds will be able to carry out in stock exchanges, |! |operations other than those mentioned in the incisos |! |third and fourth, when they are incorporated in the |! |stock systems. ''. 6.-Reposition the article 6th by the following: '' Article 6th.-For the fulfillment of their |! |investment objectives, the funds will be able to compete in the |! |constitution of companies, in whose statutes must |! |establish that their annual financial statements will be |! |ruled by external auditors, registered in the |! |record that to the effect carries the Superintendence. Regarding the funds that according to your |! |internal rules, can invest in any of the |! |assets indicated in numbers 17) to 28) of the article |! |above, the Superintendence will be able to establish by |! |general character rule, the currencies in which they can |! |express the values in which they invest, the requirements |! |of risk and information of the countries in which they will be able to |! To be made such investments and the procedures |! |administrative to which they will have to adjust. " 7. In Article 6º, replace the phrase '' the |! |or the international investment funds '' by '' the |! |investment funds ''. 8. Replace article 7 by the following: " Article 7.-Assets may not be invested in |! |shares issued by management companies of |! |funds authorized by law, nor in shares of other fund |! |investment managed by the same society. Also, a fund will not be able to invest in |! |instruments issued or guaranteed by people |! |related to the administrator. Without prejudice to the |! |above, if a particular issuer in which the fund |! |maintains investments, for reasons other than the |! |administrator, happens to be a person related to the |! |itself, that society must inform the Committee of |! | Surveillance and the Superintendence the next day |! |skillful of the fact. The regularisation of the |! |situation mentioned must be effected within the period |! |24 months, counted since it occurred. The fund will not be able to carry out transactions with debtors |! |of the managing company or its persons |! |related, when those credits are equal or |! |higher than the equivalent of 2,500 units of promotion, |! |limit that will be increased to 20,000 promotion units |! |when the related person is bank or institution |! |financial, unless these operations are informed |! |early to the Surveillance Committee, which in turn |! |must inform it in the next assembly of contributors, |! |in the form and opportunity provided by the regulation. For the purposes of this article, it is not |! |will consider as a person related to the administrator |! |that acquires such a condition as a consequence of the |! |investment in it of the resources of the fund. ''. 9. Replace the article 8 ° by the following: '' Article 8.-The policy of diversification of |! |the investments of the fund shall be established in |! |the rules of procedure and shall contain, at least, limits |! |of investment in respect of the total assets of the background, in |! |function of each issuer, business group and its people |! |related, real estate, set or complex |! |real estate, the latter as defined by the |! | Superintendence, and debtors and their persons |! |related, as corresponds, without prejudice to |! |any other limit that is set by |! |general application instructions. In its annual report, the external auditors of the |! |fund will have to rule on the compliance of |! |the policy of diversification. '' 10. Introduce the following modifications in |! |article 9th: a) Replace the first paragraph, by the following: " Article 9.-The fund may invest in assets |! |of those mentioned in numbers 5) and 20) of the article |! | 5th, being able to hold shares or convertible securities in |! |shares of a company or shares of a fund, always |! |that it does not mean controlling directly or indirectly to the |! |respective issuer. '' b) Replace the second and final incissos, by |! |the following incissos second, third and fourth: '' The excesses of investment that, by virtue of the |! |previous paragraph, occur for causes other than the |! |administrator, should be removed within the deadline of |! |three years. The funds will not be obliged to dispose of the |! |excesses that exceed the limits of investment in shares |! |of public limited companies, if the excess is the |! |result of the opening of said society, in which |! |the fund has invested with at least one year of |! |prior. Equal treatment will have the funds |! |regarding those acci s of his property which, |! |classified initially under the number 22) of the |! |article 5th, subsequently be of those noted in the |! |number 20) of the same article. The limits set forth in the first paragraph of |! |this article, in the case of separate patrimonies |! |that it treats Title XVIII of Law No. 18,045, is |! |apply to each estate issued by a society |! |securitizer, when the assets of these, |! |considered as a whole, have not been originated or |! |sold by a single person or their persons |! |related. Also, these limits will apply to the |! |foreign investment funds opened or closed, |! |originated by a same administrator or person, |! |when the administration is in charge of entities not |! |related to each other or to the society or person who |! |originated them. ''. c) Add the following final paragraph, new: '' If the excess investment is due to causes |! |imputable to the administrator must be removed within |! |of the following six months of production, when the |! |securities or instruments are stock market transactions, or |! |up to twelve months, if excess investment |! |corresponds to values or instruments that do not |! |have. ''. 11. Replace Article 10 by the following: '' Article 10.-In case a company administers |! |more than one investment fund or other funds that is u |! |other laws authorize you to administer, investments of |! |these, together, will not be able to exceed the limit |! |stated in article 9º of this law. Also, in |! |case that two or more administrators belong to a |! |same business group, the investments of the funds |! |managed by these, together, they will not be able to exceed |! |of the limit indicated in the mentioned article 9th. " 12. Replace Article 11, by the following: " Article 11.-Trying to invest in |! |actions of those entities indicated in the numbers |! | 8), 12), 15) and 22) of the article 5, for which the |! |fund becomes the controller of the same, The |! |administrator must inform the Surveillance Committee, |! |in the form and with the periodicity that establishes the |! |internal rules, regarding the development, management and |! |behavior of such investments. ''. 13. Replace Article 12, by the following: '' Article 12.-The excess investment that is |! |produce will be treated according to what is established |! |in the rules of procedure, without prejudice to the provisions |! |in article 9 of this law and its 14. Introduce the following modifications to the |! |article 13: a) Substitute the first paragraph, by the following: '' Article 13.-The assets and values that you integrate |! |the asset of the fund may not be affected to encumbrances |! |or prohibitions of nature, except in the case of |! |to guarantee obligations of the fund or of the |! |companies in which it has participation, or of |! |prohibitions, limitations or modalities that are |! |condition of an investment. To guarantee debts of |! |societies in which the fund has participation, the |! |extraordinary assembly of contributors must agree to it |! |for each case. ''. b) Intercalase as second, new, the |! |next, passing the current and the third, to be third |! |and fourth, respectively: '' The fund may also be indebted by issuing bonds |! |regulated by Title XVI of Law No. 18.045, the |! |which may be placed in domestic bags or |! |foreign. '' c) Intercalase in the third, which has passed |! |to be fourth, between the words 'enforceable' and |! | '' will '', the Next sentence: '' and levies and |! |prohibitions, if any, ''. 15. Modify Article 14 in the following |! |sense: a) Replace in the second indent, the guarism |! | '' 25% '' by '' 40% ''. (b) Remove the third indent. c) Reposition the final paragraph by the following |! |paragraph, which becomes third: '' The investment fund managers who |! |are subsidiary banks of banks, will only be able to invest |! |in shares of funds whose internal regulations |! |contemplate the investment of at least 70% of the |! |resources in the values and instruments referred to in the |! |numbers 8) and 9) of the article 5, being able to be |! |invested the remaining 30% in those values and |! |instruments indicated in the (1) to (7). No |! However, for the instruments of the number 5) of the same |! |article, they may keep invested up to 20% of the |! |asset. '' d) Add the following fourth indent, new: '' The limitations in the percentages referred to in |! |the previous paragraph, shall not govern during the first three |! |years of operation of the fund, except for the instruments |! |of Article 5 (5) of this law. However, |! |at the end of the second year of operation, they will only be able to |! |keep invested in the instruments indicated in the |! |numbers 1) to 7) of the cited article, up to 50% of their |! |asset. ''. e) Add the following final paragraph, new: '' The percentage that points to the second paragraph of |! |this article, will be set in the internal rules |! |of the fund and the excess over 25% will not grant |! |right to vote in the assemblies of contributors. ''. 16. Interleave in the final paragraph of article 15, |! |after the word '' country '', the expression '' or of the |! |foreigner, ''. 17. Modify Article 17, in the following |! |sense: a) Replace the first paragraph, by the following: '' The administrator will determine all the |! |features of the first quota issue of the |! |fund, fixing among others, the amount to be issued, the deadline |! |and placement price of these. For the determination |! |of the placement price of the following emissions to |! |the first one, the contributors should be given information |! |wide and reasoned about the elements of valuation |! |of the quotas, supported, at least, in two reports |! |independent evaluators, which must be |! |available to the contributors with 5 days of |! |anticipation to the assembly that must approve the |! |characteristics of the respective issue. ''. b) Replace the third indent, by the next: '' The agreements in the administrator directory |! |with respect to the first issue of quotas and agreements |! |of the assembly of contributors on an increase of |! |capital, they will not be able to set a period of more than three |! |years, counted from the date of the agreement of the same, |! |for the issue, subscription and payment of the quotas |! |respective. Expired these deadlines without being |! |aware of the capital or increase of capital in your case, |! |this will be reduced to the amount effectively |! |paid, without prejudice to the provisions of the article 1 (4). The following new points, a |! |continuation of the third indent: '' The options to subscribe to the increase quotas of |! |capital of the fund, must be offered, at least for |! |once, preferably to the contributors pro rata of |! |the quotas that hold. This right is essentially |! |renounable and transferable. The right of choice must be exercised or |! |transferred within 30 days from |! |that the respective option is published in the form and |! |conditions to be determined by the regulation. The directory of the administrator, regarding the |! |first issue of quotas and the assembly of contributors |! |of the fund, on the occasion of an increase of capital, may |! |agree one or more periods for the placement |! |respective, adjusting to the deadline of three years indicated |! |precently. Each placement period will contemplate |! |a 30-day preferred option of |! |subscription fees for those enrolled in the |! |contributor record with five business days of |! |anticipation to the one in which the offer is initiated |! |preferred. In any case, pending the placement of |! |quotas of an issue, and not having started a new |! |placement period in the last 180 days, every six |! |months should be made preferential offer for the quotas |! |unsubscribed, according to the procedure which |! |set the regulation. '' d) Eliminate the current fourth indent. e) In the fifth indent, which happens to be seventh, |! |replace the phrase '' when it comes to funds of |! |international investment, in numbers 15) and 16) of the |! |same article, classified those values '' by '' may |! |be invested in the values referred to in the numbers |! | 17) and 18) of the same article, classified ''. f) Eliminate in the final paragraph, the phrase '' of a |! |enterprise development investment fund, |! |real estate or international, ''; and replace the phrase |! | '' subscription of 180 days '' for 'preferential offer' '. 18. Introduce the following modifications to the |! |article 19: a) Replace the first sentence of the first paragraph, |! |that begins with '' Done the period of |! |subscription ... '' and ends at the first point followed |! | (.), by the following: '' Terminated the last subscription and payment period |! |of quotas, or In the third paragraph of Article 17, the contributors who are not institutional investors, will not be able to |! |control on their own or in an action agreement |! |joint, more than 35% of the shares of the (b) Reposition in the fourth indent, the ordinal |! | '' second '' by '' third ''. c) Delete the fifth indent. d) Replace the final paragraph, by the following: '' Notwithstanding the first paragraph, |! |when the excess occurs with respect to the quotas |! |subscribed and paid, which would not have existed in respect of |! |the total number of quotas original, may be |! |held by the contributor for up to three years, counted |! |from the placement term, provided it does not exceed |! |35% of the subscribed and paid dues of the fund |! |respective. ''. 19. In the second part of article 20, add |! |the words '' of close '' between the words '' date '' |! |and '' from ''. 20. In Article 22, insert the following |! |modifications: A) Remove in point (b) the following sentence: '' a |! |application of this, to the proposal of the Committee of |! | Surveillance, or in case of its dissolution ''. B) Intercalanse the following new letters, a |! |continuation of the letter c), passing the current letters |! |d) and following to be f) and following: '' d) Acordar decreases of capital, in the |! |conditions that set the regulation of this law; e) Agree to merge with other funds; ''. C) Add the following final indent: '' In the cases mentioned in (b) and (f) |! |above, the rules of procedure may establish a |! |indemnification to the administrator for the damages |! |irrogated to this, by an amount or percentage |! |preset, when the replacement or liquidation does not |! |have come from causes imputable to it. ''. 21. Replace in the third part of the article |! | 24, the expression: '' letters a), b), d) and e), '', by |! | '' letters a), b), d), e), f) and g), ''. 22. In the final paragraph of Article 26, remove |! |the expression: '', liquidators ''. 23. In the final paragraph of article 27, replace |! |the phrase: '' of foreign capital investment, the |! |investment fund management companies and the |! |pension fund management companies '', by |! | '' authorized by law ''. 24. Introduce the following modifications to the |! |article 28: a) In the first paragraph, replace the expression |! | '' three '', by the phrase '' an odd number of '', and |! |add following the expression '' to the background '', the |! |phrase '', as determined in the rules of procedure ''. b) Add the following new Second, |! |passing the current one to be third: '' Initiated the operation of a fund, the |! |administrator will proceed to designate a Committee of |! | Provisional Surveillance, which will last in its functions until |! |the first assembly of contributors. ''. c) point (e) of the second paragraph, replace |! |the expression: '', y '' with a semicolon (;), and the |! |point (.) of the letter f), by a semicolon (;). d) Add the following letters (g) and (h), new: '' g) Require of the administrator the information to |! |referred to in Article 11 of this law, and (h) Other than set the Rules of Procedure |! | Internal. ''. Members of the Supervisory Committee are |! |obliged to keep reservation regarding the business and |! |of the information of the fund to which they have access in reason |! |of their charge and which has not been disclosed by the |! |administrator. '' 25. Modify Article 29, in the following |! |sense: a) Replace in the first paragraph, the |! |expressions: '' or of the funds '', the three times that |! |appears, by the word: '' background ''. b) Replace in the second paragraph, the |! |expressions: '' or of the investment funds |! |respective '', by "respective investment fund". 26. Modify Article 30, of the following |! |form: a) Add to the first paragraph, the following |! |paragraph, passing the separate point (.), to be a point |! |followed (.): '' Without prejudice to the above, the |! |administrator may order the custody of those |! |instruments to a warehouse company securities |! |regulated by law No. 18,876, in which case these |! |securities may be registered in the name of the company |! |depository. ''. b) Replace in the second indent, the expression |! | '' of the companies whose shares '' by the following |! |phrase: '' or (a) the shareholders ' meetings of the companies |! |whose shares or shares of investment funds, in their |! |case, ''. 27. Delete in the first paragraph of article 32 |! |the sentence from the second point followed (.) |! |to the point apart (.). 28. Delete in Article 33 the sentence: '', |! |procedures to correct excess investment by |! |effects of market fluctuations ''. 29. Add the following Title VII, new: '' TITLE VII Private investment funds Article 40.-The effects of this |! |law, which are private investment funds, will be understood to be those that |! |are formed by contributions from persons or entities, |! |managed by the companies referred to in the |! |articles 3 or 42 of this law, for account and risk of |! |their contributors and who do not make public offer of their |! |values. These funds will be governed exclusively by the |! |clauses of your internal regulations and by the rules |! |of this Title. Article 41.-Private investment funds shall not |! |be subject to the rules of the preceding Titles, |! |except as provided in Title V of this law. In all |! |case, for the purposes of article 57a of the Act |! |on Income Tax, the dues of these funds, |! |their disposal and the profit sharing is not |! |will assimilate to shares of public limited companies or |! |to dividends distributed by the same. The funds will be audited annually by auditors |! |external of those enrolled in the Register that to the |! |effect carries the Superintendence. The funds regulated by the previous Titles and |! |those referred to in this Title, will not be able to |! |conduct transactions or transactions between them, except |! |that they are administered by companies other than |! |related to each other. The private investment funds will be subject to |! |all the rules of the previous Titles, as well as their |! |administrator, when the number of contributors is equal |! |or higher than the one that points out the final paragraph of the article |! | 1 of this law, Must communicate to the |! | Superintendence the next business day the |! |done. To adjust your internal regulations, you must |! |do so within the month following that circumstance. Article 42.-When the funds referred to in |! |this Title are administered by companies that do not |! |those of Article 3, these shall be constituted as |! |the rules of the closed public limited companies. In any type of advertising or information that |! |issue the administrators indicated in this article, |! |they will not be able to use the expression '' manager of |! |investment funds '' and in addition, they should point out that it is |! Non-regulated funds and no |! |audited funds. Article 43.-The administrator who becomes |! |in accordance with the foregoing article, must submit to the |! | Internal Revenue Service, on the date and time period that |! |this determines, the following information: (a) Full identification of the unit-holders of the |! |fondo; b) Monto of the inputs, and c) Date and amount of the distributions of |! |benefits. ''. Article 8.-Enter the following modifications to the decree with force of law No. 251, of 1931: 1. Amend Article 21, in the following sense: (a) Reposition the letter (f), as follows: ' (f) 1. Investment fund shares; 2. (b) In point (h) (i), No 9, remove the expression 'International,'. 2. Substitute in point (f) of Article 23, first subparagraph, point (f): ' In the case of investments in the quota of funds for the development of undertakings, the "In the case of investments in mutual fund shares, they may not exceed 5%". 3. In the final paragraph of Article 23, replace the phrase 'the real estate investment funds of your letter (f)', by ' the investment fund shares of your letter (f), as soon as they invest in some of the assets mentioned in the numbers 10), 11), 12), 13) and 15) of Article 5 of Law No 18.815 ''. 4. (f) Investments in instruments and assets of a fund falling within the meaning of point (f) of that Article shall not exceed the value of any of the following: I) Investment funds: 1. 7% of the total the investor's technical reserves and risk assets, or 2. 10% of the subscribed shares of that fund or, in the case of companies in the second group, 20% when those funds invest their assets in numbers 10), 11), 12, 13) and 15) of the Article 5 of Law No 18.815, and II) Mutual funds: 1. 5% of the investor's technical reserves and risk assets, or 2. 10% of the shares subscribed to that fund. ''. 5. Replace the second paragraph of the first paragraph of Article 44 with the following: "2nd In fine for tax benefit, in the form and amounts provided for in Decree Law No. 3,538, 1980; '". Article 9.-Redeploy the letter (e) of Article 4 of Decree Law No. 1,092, 1975, on Mutual Insurance, by the following: "e) 10% in investment funds". Article 10.-Enter the following amendments in law No. 18,657: 1. Make the following amendments to Article 6: (a) In point (f), replace the comma (,) and the conjunction 'and' ' with a semicolon (;). (b) Intercalase as point (g), the following new point, passing the current point (g), to be (h). "(g) Investment fund quotas, and ''. 2. Substitute Article 6º bis, as follows:" Article 6º bis.-Investments in Chile from the Risk Foreign Capital Investment Fund shall be made in Section 8 (s) (8) and (9) of the law No 18.815, without prejudice to the fact that they may maintain up to 30% of their assets invested in the instruments referred to in points (1) to (7) of that Article. ' 3. In Article 7 (a), replace the expression '' in a '' by the preposition '' a ''. 4. Replace Article 71a, as follows: '' Article 71a.-The diversification and limitations of investments in Chile of the Foreign Venture Capital Investment Fund shall be governed by the rules governing investment funds, established in Articles 4, 3, 3 (c), 7, first, 8th and 12th of the Law No. 18,815. '' 5. Replace in the second paragraph of Article 9º, the phrase "the Investment Fund for the Development of Enterprises" by the "investment funds". 6. Replace in the second paragraph of the articul or 10, the words: '' from the investment fund of business development '', by '' from the investment funds '', and add at the end the following sentence, passing the point apart (.) to be followed (.): '' The same rule will apply for the liabilities (a) to be required to maintain the foreign capital investment fund at risk. ''. 7. Replace in Article 12, all expressions 'Foreign Capital Investment Fund' 'by' fund '. 8. Add to the first paragraph of Article 13, the following sentence, passing the separate point (.) to be followed (.): '' Without prejudice to the foregoing, the administrator may entrust the custody of these instruments to a securities holding company. regulated by Law No 18,876, in which case these securities may be registered in the name of the depositary company. '' Article 11.-Enter the following amendments in Law No 18.876: 1.-In Article 2, make the following amendments: (a) in point (a), add the words "Republic '', the phrase", and the Central Bank of Chile, in accordance with the powers and privileges conferred upon it by the laws in force "; (b) Replace the letters (j) and (k) for the following: '(j) Investment Fund managers; (k) The foreign capital investment fund managers or their legal representative, if applicable;' ' (c) Intercalase a new letter (l), following the current point (k), passing the current (l) to be m). ' (l) The management of the Funds for Housing, and 2. 2. Amend Article 11, as follows: (a) Substitute the second subparagraph, as follows: '' The agreement referred to above between the company and an issuer bank or financial company shall be deemed to be satisfied with the need for the issuance and material delivery of the letters of mortgage credit which originate in connection with the conclusion of the mortgage mutual contracts referred to in Title XIII of the General Law of Banks. '' b) Replace the final paragraph with the following: '' By general rule, the Superintendence lay down the minimum requirements to be met by the accounting system; and lay down the cases and conditions under which the securities are to be issued, at the request of the parties concerned, and provided that the depositary or its mandants, where appropriate, are not prejudiced. ` 3. Replace Article 23, as follows: 'Article 23.-Companies may carry on their own or through a subsidiary, the shareholders', the shareholders ', the CDV records, foreign securities or other similar registers, at the request of the issuer, of the the depositary of foreign securities or of the person concerned, in the form and conditions laid down in the rules of procedure of the undertaking or of the subsidiary. For the purposes of this Article, companies may constitute a subsidiary as a special limited company, which shall be governed by the following specific rules: (a) It shall be constituted in accordance with Article 126 of Law No 18.046; (b) Its object shall be exclusive, (c) The name must contain a reference to its object, and may have a name of fantasy to that effect; (d) It shall be governed by the rules applicable to public limited liability companies in so far as it is not contrary to the This law, and (e) will be subject to the provisions of the final article of article 1 of this Law. The company or the subsidiary, if applicable, may issue certificates to establish the existence of the securities, as evidenced by the records it bears, which will have executive merit. '' 4. In Article 24, replace the phrase "shareholders 'or bondholders' meetings" with "shareholders 'meetings, bondholders' or" contributors ' assemblies. " 5. In article 28, final article, replace the words "to the board" by "the committee". 6. In Article 47, replace the expression 'article 83, Nº11' 'by' article 69, No. 14 ''. Article 12.-The following amendments are introduced in Decree Law No 3,538, 1980: 1.-In Article 4: (a) Amend point (e), in the following sense: (i) In the first subparagraph, add the following point (.), which becomes the following point (.), the following sentence: " In the absence of a national accounting principle for a specific case, the audited entity must consult the Superintendence and shall be subject to the general rules which it determines. '. (ii) amend the first sentence of the third subparagraph, by the following:' You may order the value in which certain items of such items are settled to be rectified or corrected. the accounting, when you establish that the value is not registered according to rules dictated by the Superintendence, or to standards and accounting principles of general acceptance. In particular, it may order that the value in which certain items in the accounts are settled is rectified or corrected, when it establishes that this value does not correspond to the real, and may also order the reversal of the (b) For the last 4 years, in the form which she determines. '(b) In point (n), delete at the end of the sentence, the combination ` ` and' '. (c) The following new letters must be inserted before the current point (n); (u): ' (n) to provide, where appropriate, that the documents which it maintains in its registers shall be archives in different media to paper, using technological systems. It also allows the audited entities to keep their documentation on different media. The paper printing of the documents contained in the aforementioned media will have the probative value of public or private instrument, according to the nature of the original. In case of disconformity of printing of a document with the original or an authentic copy of the document, the latter shall prevail without the need for another collation; or) to establish the form, deadlines and procedures for permitting the institutions audited present the information referred to in the laws relating to the securities and insurance market where appropriate, by means of magnetic or computer-based means or in other forms which it establishes, as well as the the way in which it will make known the content and detail of the information; p) collect and collect the rights by registration, approvals and certifications established by this law; q) To estimate the amount of benefits, expressed in its equivalent in units of promotion, that the offenders have perceived in Title XXI of Law No. 18,045, pointing out in the resolution that applies the sanction. In the profit estimate, the Superintendency will consider the weighted average market price of the public offering value in the 60 days prior to the date of the insider trading. The Superintendence, for the sole purpose of ensuring the interests of the injured parties, as provided for in Article 172 of Law No. 18.045, may request the competent court to decree the precautionary measures that the law points out; r) Submit written reports to the courts in respect of the facts which have been found, which shall be assessed in accordance with the rules of sound criticism and may be given the character of the full test; collaborate in the investigation of breaches of securities and insurance legislation, which apply to you foreign regulatory or supervisory bodies or international bodies, under conventions or memorandum of understanding which it has concluded, for technical cooperation, exchange of information, training and mutual assistance, in (t) Convenir with other public services and agencies of the State, the electronic transfer of information to facilitate the fulfilment of its functions. The electronic interconnection with private bodies or institutions may be agreed upon and upon the basis of a decision of the Superintendent. Similarly, this interconnection may be agreed with foreign public bodies or international organisations, with which they have concluded conventions or memorandum of understanding, and ''. 2.-Amend Article 7, in the following form: a) Eliminate in the second paragraph the sentence that begins with the words '' It will be subrogated '' and ends with the expression '' Insurance. ''. b) Add the following new incites: '' The Superintendent has the authority, attributions and duties inherent in it. As the Superior Chief of the Service and, consequently, he is responsible for the duties, responsibilities and obligations of this Organic Statute and those conferred on him in the laws relating to the securities and insurance market, in his case. It will be subrogated, in case of vacancy, absence or impediment, by the Intendente that occupies the second level of hierarchy. If there are multiple Intendences, the subrogation shall be in the order of precedence that the Superintendent points out. The Superintendent shall designate the subrogants of any boss or office of the Superintendence, establishing the order of precedence, by means of generic or particular resolutions which shall be enabling in respect of the person or the office, as indicate. ''. 3. Replace the article 8 by the following: " Article 8.-The Superintendent, subject to the plant and maximum endowment of the Superintendence, shall enjoy freedom to establish his internal organization and in accordance with the provisions of the Articles 28 of Law No 18,575 and 10 (a) of this Law, shall determine by resolution, the tasks corresponding to each of the Intrends, Divisions, Subdivisions, Departments or other units, for the exercise of the functions assigned to the Superintendence. '' 4. Replace Article 9º by the following: " Article 9.-The Superintendent p The Court of Justice shall be required to make a decision on the matter. The following amendments are made to Articles 11 to 21, including: (a) Substitute Articles 11, 12, 13, 14, 15 and 16 for the following: ' Article 11.-The assertions of the officials of the Superintendence belonging to or In the case of plant, professional and technical, and Directive designated as fiscalizers, the facts established in the exercise of their duties and in the verification of infringements shall be assessed in accordance with the rules of the sound critical and may be given the character of full proof. Article 12.-Without prejudice to other allowances, bonuses and benefits, plant and contract staff of the Superintendency shall be entitled to a stimulus bonus on the same terms, form and opportunity as the one prepared by the Article 5 of Law No. 19,528. Article 13.-The personnel employed by the Superintendency may perform functions of a managerial nature and shall be assigned, in each case, by the Superintendent. The staff assigned to those tasks shall not exceed 7% of the maximum amount of the Superintendence. Article 14.-The persons, institutions and entities to be entered in the records which the Superintendence takes to the effect; obtain approvals, or who request certifications, shall pay the following rights, expressed in Promotion units: (a) Registration rights in the Registers that carry the Superintendence. The amount per registration in the Registry of Securities will be fixed, for the equivalent of 20 units of promotion. The amount per registration in other Registers will be fixed, for the equivalent of 10 units of promotion. Without prejudice to the amount indicated in the first subparagraph of this letter, the securities issues shall additionally pay a duty of 0.5 per thousand of the capital involved in the operation with a maximum ceiling of 200 units of promotion. b) Logs in the Registers. The amount will be unique and will correspond to 3 units of promotion for each annotation that is practiced. (c) Rights for approvals and authorizations for stock or deposit regulations and securities custody. The amount will be unique and for the equivalent of 30 promotion units. d) Rights for approvals and authorizations of internal regulations and contracts of funds authorized by law. The amount will be unique and for the equivalent of 15 promotion units. e) Rights for approvals of existence authorizations, reforms of statutes, mergers, divisions, cancellations or dissolutions, of entities subject to the authorization of the Superintendence. The amount will be unique and for the equivalent of 20 promotion units. f) Rights for contract approvals and insurance policies. The amount will be unique and for the equivalent of 6 promotion units. (g) Rights for certifications established in the Registers. The certifications that are awarded for the registration or approvals granted by the Superintendence and which consist in the public records that the laws order to carry, will have a value equivalent to 0.2 units of promotion for each copy. A certificate shall not be charged if it is issued on the occasion of a registration or approval having been granted which has paid for the rights. (h) Rights for amendments relating to points (c), (d) and (f). The amount shall be unique and shall be equal to half of the promotion units mentioned in those letters. Article 15.-The rights set out in Article 14 shall be paid at the offices of the Superintendence at the time of obtaining the corresponding registration, approval or certification, if any, according to the value of the unit of promotion to the last working day of the month preceding the month in which the payment is made. Article 16.-The rights which the Superintendence perceives and copper shall be for tax purposes and shall not form part of its annual budget. ' (b) Articles 17, 18, 19, 20 and 21 shall be deleted. 6. Modify Article 27 in the following: (a) In issue 2), replace the guarism '1,000', by the guitarianism: '' 15,000 '' and the word: '' five '' by the word: '' three ''. b) Intercalase the following second indent, new: '' The specific amount of the fine referred to in No 2) shall be determined on the basis of the seriousness and consequences of the event, the economic capacity of the offender and whether he has committed other offences of any kind in the last 24 months. This circumstance shall not be taken into account in those cases where the reiteration has determined on its own the increase in the amount of the basic fine. '' 7. Amend Article 28 as follows: (a) In issue 2), replace the '1,000' guide to the '15,000' guide. (b) Intercalase the following second indent, new: '' The specific amount of the fine referred to in issue 2) shall be determined by establishing the gravity and the consequences of the event, the economic capacity of the infringer and if any committed other infringements of any nature in the last 24 months. This circumstance shall not be taken into account in those cases where the reiteration has in itself determined the increase of the basic fine. ''. 8. Replace the second paragraph of Article 30 with the following new ones, passing the present third, fourth and fifth, to be fourth, fifth and sixth, respectively: '' The affected person may claim of the application of the fine or of his amount to the Judge of letters in the civil case, within the period of ten days indicated in the previous paragraph, prior to the entry of 25% of the total amount of the fine, in the General Treasury of the Republic. The entry may not exceed the equivalent of 500 promotion units or 1,000 promotion units, if the fine shall be applied to a natural person or a legal person, respectively, except in the case of repeated or repeated infringements. Those of Title XXI of Law No 18,045 in which case 25% shall be entered. The time limit set for the payment of the fine, without prejudice to the interests referred to in Article 34, shall be suspended from the 11th day of notification of the resolution of the Superintendence which, without prejudice to the interests referred to in Article 34, shall be suspended. applied the fine. In any event, the notification of the application must be carried out by means of a cedula in accordance with Article 44 of the Code of Civil Procedure, within 10 working days of the expiry of the period for its interposition. in the first paragraph of Article 34, the expression 'and readjustments' '. Article 13.-Increase the positions of the staff plant and the maximum endowment of the Superintendency of Securities and Insurance, according to the following schedule: SEE OFFICIAL JOURNAL OF 20.12.2000, PAGE 12. Article 14.-The following Article 35a is incorporated into the General Law of Banks, whose consolidated, systematized and agreed text was fixed by the decree with force of Law No. 3, of the Ministry of Finance, 1997: " Article 35a. proceed with the merger of banks, the acquisition of all the assets and liabilities of a bank by another or a substantial part of them, as defined in Article 138; or the takeover of two or more banks by the same person or group (a) to increase substantially the control already existing, in terms of the acquiring bank or the group of the resulting banks achieve a significant market share, if the stakeholders have the authorisation of the Superintendence referred to in this Article. The Superintendence may refuse the authorization to treat this article, by way of resolution, prior to report in the same sense of the Council of the Central Bank of Chile approved by the majority of its members in exercise. The report referred to in the preceding paragraph shall be evacuated within ten working days of the request, which shall be deemed to be extended in the case referred to in Article 19, third indent, of the Organic Law of the Central Bank. In any event, the Superintendence may make the authorization conditional on the fulfilment of one or more of the following requirements: (a) that the assets of the Superintendency or the banks, as the case may be, must be greater than 8% of its risk-weighted assets; with a limit of 14%. (b) the technical reserve provided for in Article 65 is applicable from the time the deposits and other sums referred to in that rule exceed their paid capital and reserves. (c) the margin of interbank lending established in Article 84 (1), second subparagraph, shall be offset to 20% of the equity. The Superintendence may impose in whole or in part the requirements set out above by means of a resolution, and also limit its application to the amount or percentage of each preceding letter. The Superintendence shall decide within a maximum period of 60 days on the application referred to in the first subparagraph. The decisions rejecting the Superintendence may be claimed in accordance with Article 22. For the purposes of the first subparagraph, a substantial increase in the control shall be taken to mean that the controller acquires the majority or two thirds of the shares, if any. The Superintendence shall, by means of general rule, determine the elements and antecedents to be considered for estimating when a market share is significant, including a percentage of participation from which they will be made applicable the rules of this article. '' Article 15.-Amend article 66 of the Law |! | Constitutional Organic of the Central Bank of Chile, |! |contained in the first article of Law No. 18,840, of |! |the following f (a) In the second paragraph, interleave between the |! |word 'exports' and the end point (.), the |! |next sentence: '' or the National Prosecutor's Office |! | Economic of Decree Law No. 211, 1973, when it is |! After approval |! |of the Resolutive Commission ''; and b) Replace the third indent, by the following: '' Also, the aforementioned reservation will not be applicable |! |when any specific antecedent is required by |! |the ordinary or military justice or by Commissions |! | Preventive or Resolutive of Decree Law No. 211, of |! | 1973. ''. Article 16.-Enter the following amendments to Article 62 of Law No 19.281: 1.-Intercalase as a second, new, point (a), the following, passing the semicolon (;) to be a separate point (.): '' The fund may invest until 25% of the value of its assets in shares of a foreign investment fund, opened or closed, or in securitization debt securities corresponding to a property of those referred to in Title XVIII of Law No 18.045, that meet the requirements to determine the Superintendence; ''. 2. Intercalase as the second new point, in the letter e), To be third: '' Dealing with securitization debt securities regulated by Title XVIII of Law No. 18,045, the limits set forth in this letter shall apply to each property separately. '' Article 17.-Intercalanse as incisos fourth and fifth in article 64 of the Tax Code, contained in article 1 of Decree Law No. 830, of 1974, the following, passing the current to be sixth and seventh, respectively: '' In this article, in cases of division or merger by creation or incorporation of companies, provided that the new company or the subsist maintains the tax value of the assets and liabilities in the divided society or (a) Nor shall the provisions of this Article apply, in the case of the total or partial contribution, of assets of any kind, body or part, resulting from other processes of reorganization of business groups, which obey a legitimate business reason, in which the company provides, whether it is an individual, a partner, or a contributor to Article 58 (1) of the Law on Income Tax, which implies an increase in capital in a pre-existing company or the creation of a new company and not to create effective flows of money for the contributor, provided that the contributions are made and recorded at the book or tax value in which the assets were recorded in the contribution. Such securities shall be assigned in the respective shareholders ' meeting, or public deed of incorporation or modification of the company in the case of a company of persons. '' TRANSITIONAL PROVISIONS Article first transitory.-The covenants of |! |shareholders who have given compliance to the article |! | 14 of Law No. 18,046 and concluded before |! |the validity of this law, in which it has been agreed by the |! |parties preferential rights to buy or sell |! |shares or a new subscription of shares of a |! |anonymous company that makes public offer of its |! |shares, will not be applicable to the rules of the Title |! | XXV of the law No. 18,045, if it is A |! |operation of those regulated by that Title shall be made. Second transitional article.-The investment funds currently in existence must adapt their internal regulations in the first reform to be carried out at the same or at the latest within six months of the date of publication of the present law in the Official Journal. As long as they do not conform to their internal regulations, they will continue to be governed by the rules that apply to the date of the entry into force of this law. Article 3 (3) of Regulation (EC) No 2134/1 of the European Parliament and of the Council of 17 May 2014 on the application of the rules of procedure of the European Parliament and of the Council on the application of the rules of procedure of the European Parliament The provisions of this Law. This exchange will be subject to the conditions established by the Superintendence of Pension Fund Administrators by means of a general rule. The Pension Fund Administrators, with funds from the Type 2 Fund that they administer, will be able to participate in the public bids for the acquisition of shares to be carried out in accordance with the provisions of Title XXV of Law No. 18,045, with the The provisions of Decree Law No 3,500 of 1980 and the rules governing the Superintendence, provided that the following conditions are met: 1. That only during the first three years of validity of the amendments that Law No. 19,641 introduced to Decree Law No. 3,500, of 1980, regarding the creation of a Second Pension Fund, and 2. That the Central Bank of Chile it would have authorised the Type 2 Fund to invest in shares during the period mentioned in the previous issue. Article 4 transitory.-However |! |provided in the second paragraph of article 20 of |! |the law No. 18,046, incorporated by the number 3.-of the |! |article 2 of this law, the anonymous societies |! |that they have divided their social capital in series of |! |actions and in which any of them have preeminence in |! |their control, will continue to hold them by the deadline |! |provided in the statutes or until their |! |removal by the extraordinary shareholders ' meeting, |! |in the Article 67 (1) of this Law is provided for in the final paragraph of Article 67. The increase in the number of staff of the Superintendency of Securities and Insurance, due to the modification introduced by Article 13 of this Law, will be made in January 2000, increasing this increase by the equivalent of 22 charges, for the period of 2 years followed and according to the timetable set out in that provision. The first provision of the new charges, in the grades indicated, of the Professional and Technical plants and of the Fiscalizers, will be carried out by means of public contest. Transitional Article 6.-The allocation laid down in Article 12 of Decree Law No 3,538 of 1980, of the text approved by Article 12 of this Law, shall apply from 1 January 2000. Article 7-The greatest tax expense that the application of this law represents will be financed with the resources that are contemplated in the budget of the Superintendency of Securities and Insurance, and in what will not be achieved, by those of the to be consulted in the Public Treasury Item of the corresponding year. Transitional Article 8.-The rights referred to in Article 14 of Decree Law No 3,538 shall apply from the first day of the fourth month following the month of validity of this law. Transitional Article 9-Notwithstanding the provisions of Article 35a of the General Law of Banks, when the Central Bank of Chile agrees to carry out a sale of shares subject to Law No 19.396, or to hold shares in one of the Banks which are the subject of the merger, takeover, or substantial increase in shareholding, will not proceed with the report of the Central Bank of Chile and the Superintendency of Banks and Financial Institutions will decide on its own on the request. Article 10 of the transitional provisions.-Notwithstanding the provisions of Article 199 of Law No 18.045, the current controllers of the open public limited companies that make public offer of their shares may choose to dispose of them freely, even if the the price is substantially higher than the market, provided that they carry out such disposal within the next three years from the first day of the month following the date of publication of this law and agreed in a meeting Extraordinary shareholders. The board of the company shall convene the board and shall decide by the absolute majority of the shares issued with the right to vote. This benefit may be invoked only once. In order to benefit from the provisions of the foregoing paragraph, an extraordinary meeting must be held within six months of the date of validity of this law. If the acquirer of the shares coming from the control intends to dispose of the shares, he may not use the procedure referred to in the preceding points and shall strictly adhere to the provisions of Title XXV of the Law No 18.045. Article 11-The Superintendence of Securities and Insurance must dictate the general rule as referred to in Article 199 of Law No 18,045, within 60 days of the date of validity of this law. '' Having complied with the provisions of Article 82 of the Constitution of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of Mexico, and because I have had to approve and sanction it, I therefore promulgate and take effect as the Law of Santiago, 14 December 2000.-José Miguel Insulza Salinas, Vice President of the Republic.-Maria Eugenia Wagner Brizzi, Minister of Finance (S).-Ricardo Solari Saavedra, Minister of Labour and Social Welfare. What I transcribe to you for your knowledge.-Salutes intently to Ud., Maria Eugenia Wagner Brizzi, Undersecretary of Finance. Constitutional Court Bill regulating the public offerings of |! |acquisition of shares and establishes regime of governments |! | Corporate The Secretary of the Constitutional Court, who |! |subscribes, certifies that the Honorable House of Deputies |! |sent the bill enunciated in the rubric, approved |! |by the National Congress, so that this Tribunal |! |exercised the control of the constitutionality regarding |! |of the following provisions of the project: Article |! | 1: fifth and following points of article 204 |! |content in numeral 2 8; Article 4 (f)-|! |literals iii. and I saw. -and point (n) of the numeral 3; letter |! |b) of the numeral 11 and letter b) of the numeral 13; Article |! | 11, letter a) of the numeral 1; Article 14; Article 15, and |! | Article ninth transitional, and by judgment of 14 of |! |December 2000, stated: 1. That the The following provisions of the project |! |subject to control are constitutional:-The incisos fifth to the eleventh of the new article |! | 204, of Law No. 18,045, added by the numeral |! | 28 of the article 1º;-The modifications to the article 45 of the Decree Law |! | No. 3,500, contained in the letter f)-literals |! |iii. and I saw. -from the numeral 3-except the one that is |! |the twenty-first paragraph, in the letter n) of the |! |same numeral-, of article 4º;-The modification to Article 99 of the Decree Law |! | No. 3,500, referred to in point (b) of the numeral |! | 11, of article 4º;-La Article 105, of the Decree |! | Law No. 3,500, referred to in point (b) of the |! |numeral 13, of article 4º;-The amendment to Article 2, of the Law |! | No. 18,876, referred to in the numeral 1, letter a), |! |of article 11;-The new Article 35a, of the General Law of |! | Banks, introduced by Article 14;-Amendments to Article 66 of The Law |! | Constitutional Organic of the Central Bank of |! | Chile, contained in article 15, and-The article ninth transitory. 2. That the following provisions of the project |! |are also constitutional:-Amendments to article 45 of the Decree |! | Law No. 3,500, contained in the letter f)-literals i., iv., v., vii., ix. and x. -letter |! |i), letter (o) and letter (q), numeral 3, of the |! |article 4º;-the new letter n) which is added to the third indent |! |of article 4 of Law No. 18.815, by the letter |! |b)-literal vi.-, of the numeral 4 of article 7, y-The modification to the Article 6º of the Law |! | No. 18,815, contemplated in the number 7 of the |! |article 7º; 3. That the Tribunal does not rule on the |! |disposition that modifies the twenty-first paragraph of the |! |article 45, of the Decree Law No. 3,500, contemplated in |! |the letter n) of the number 3 of the article 4 of the project |! |remitted, because it does not correspond to a matter of its own |! |constitutional organic law. Santiago, December 14, 2000.-Rafael Larrain |! | Cruz, Secretary