Common use of Distribution of Rights Clause in Contracts

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to the Holders entitled thereto, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof); provided, however, that the Depositary will, if the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect thereto, take action as follows: (i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Holders by means of warrants or otherwise, the Depositary shall, after deduction of the expenses of the Depositary as set forth in Section 5.06 hereto, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use its reasonable efforts to sell such rights or such warrants or other instruments, if a market therefor is available, at public or private sale, at such place or places and upon such terms as it may deem reasonable and proper and, after deduction of the expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, or the date of delivery of any Receipt or Receipts, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof. Neither the Depositary, the CPO Trustee nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights if any market therefor is available. Because Mexican law does not contemplate the issuance of pre-emptive rights in negotiable form, a liquid market for pre-emptive rights may not exist, and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability to carry out any disposal of such rights at all. Notwithstanding anything to the contrary in this Section 4.04, if registration under the Securities Act of 1933 or any other applicable law of the rights or the securities to which any rights relate is required in order for the Company to offer such rights to Holders and to sell the securities represented by such rights, the Depositary will not offer such rights to Holders unless and until a registration statement is in effect, or unless the offering and sale of such rights or securities to such Holders are exempt from registration under the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable laws.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the Depositary, after consultation with the Company, shall have has discretion as to the procedure to be followed in making such rights available to the Holders entitled thereto, subject to certain conditions set forth in Section 5.095.09 of the Deposit Agreement (which are summarized in paragraph (28) below), or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars cash to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall will allow the rights to lapse (without incurring liability to any person as a consequence thereof)lapse; provided, however, that the Depositary will, if requested by the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect theretoCompany, take action as follows: (i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Holders by means of warrants or otherwise, the Depositary shallwill, after deduction or upon payment of the fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, or employ by means of such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall will use its reasonable efforts to sell such rights or such warrants or other instruments, , if a market therefor is available, at public or private salesales, at such place or places and upon such terms as it may deem reasonable and proper and, after deduction or upon payment of the fees and expenses of the DepositaryDepositary and any applicable taxes, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt GDR or ReceiptsGDRs, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof. Neither the Depositary, the CPO Trustee nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights if any market therefor is available. Because Mexican law does not contemplate the issuance of pre-emptive rights in negotiable form, a liquid market for pre-emptive rights may not exist, and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability to carry out any disposal of such rights at all. Notwithstanding anything to the contrary in this Section 4.04, if If registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is required in order for the Company to offer such rights to Holders and to sell to them the securities represented by to which such rightsrights relate, the Depositary will not offer such rights to Holders unless and until a registration statement is in effect, or unless the offering and sale of such rights or securities to such Holders are exempt from registration under the provisions of such law and, if requested by the Securities Act Depositary, the Company furnishes to the Depositary an opinion of 1933 and are otherwise permissible under all applicable lawscounsel in the United States for the Company reasonably satisfactory to the Depositary to such effect. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable lawsAct.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event Company shall give notice thereof to Depositary the CPO Trustee makes at least forty five (45) days prior to the proposed distribution specifying, inter alia, the record date applicable to holders. Following the timely receipt of such offer available to holders of CPOsnotice, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to the Holders entitled thereto, subject to Section 5.09, of ADSs or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available Dollars to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof); provided, however, that the Depositary will, if requested by the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect theretoCompany, take action as follows: (i1) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible reasonably practicable to make such rights available to all or certain Holders of ADSs by means of warrants or otherwiseotherwise and if the Depositary shall have received satisfactory documentation within the terms of Section 5.7, the Depositary shall, after deduction payment of the all fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determinedetermine to the Holders entitled thereto, in proportion to the number of GDSs ADSs representing such Deposited Securities held by them respectivelySecurities, or employ such other method as it may deem feasible practicable in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii2) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible reasonably practicable to make such rights available to certain Holders of ADSs by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use in its reasonable efforts to discretion may sell such rights or such warrants or other instruments, if a market therefor is available, instruments at public or private sale, at such place or places and upon such terms as it may deem reasonable proper, and proper and, after deduction may allocate the proceeds (net of the all fees and expenses of the Depositary, allocate the net proceeds ) of any such sales sale for the account accounts of the Holders otherwise entitled to such rights, warrants or other instruments instruments, upon an averaged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restrictionsrestrictions with regard to a particular Holder, or the date of delivery of any Receipt or ReceiptsADSs, or otherwiseotherwise or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Holders or dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse. If the Depositary has distributed warrants or other instruments for rights to all or certain Holders, then upon instruction pursuant to such warrants or other instruments to the Depositary from such Holder to exercise such rights, upon payment by such Holder to the Depositary for the account of such Holder of any amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and distribute upon payment of the fees and expenses of the Depositary and any other charges as set forth in such net proceeds so allocated warrants or other instruments or as may be requested by the Company to the extent practicable Depositary in writing, the Depositary shall, on behalf of such Holder, exercise the rights and purchase the Shares, and the Company shall, upon receipt of payment of any charges requested as in above, cause the Shares so purchased to be delivered to the Depositary on behalf of such Holder. The Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.3 of the Deposit Agreement, and shall, pursuant to Section 2.5 of the Deposit Agreement, issue ADSs to such Holder. In the case of a distribution of cash pursuant to Section 4.02 hereofthis section, any ADRs evidencing such ADSs shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws. Neither the Depositary, the CPO Trustee nor The Depositary and the Company shall not be responsible for any failure to determine that it may be lawful or feasible practicable to make such rights available to Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights if any market therefor is availableparticular. Because Mexican law does not contemplate the issuance of pre-emptive rights in negotiable formAdditionally, a liquid market for pre-emptive rights may not exist, and this may adversely affect the amount the Depositary would realize upon disposal shall not be responsible for (i) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (ii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights and its ability to carry out any disposal of such rights at alldistribution. Notwithstanding anything to the contrary in this Section 4.044.5, if registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not offer distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effecteffect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, or unless in each case satisfactory to the Depositary, to the effect that the offering and sale of such rights or securities to such Holders and Beneficial Owners are exempt from from, or do not require registration under under, the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.5, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.5, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.5 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event Company shall give notice thereof to the CPO Trustee makes Depositary at least forty five (45) days prior to the proposed distribution specifying, inter alia, the record date applicable to holders. Following the timely receipt of such offer available to holders of CPOsnotice, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to the Holders entitled theretoof ADSs, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars Dollars to such Holders as or in the allowing such rights to lapse, in each case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by in accordance with the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof)conditions set forth in this section; provided, however, that the Depositary will, if requested in writing by the Company so requests in writing and provides an opinion of United States counsel at least thirty five (which opinion shall be reasonably acceptable 35) days prior to the Depositary) as proposed distribution of rights to subscribe for additional Shares to the absence holders of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect thereto, take action as follows: (i1) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible reasonably practicable to make such rights available to all or certain Holders of ADSs by means of warrants or otherwiseotherwise and if the Depositary shall have received satisfactory documentation within the terms of Section 5.7, the Depositary shall, after deduction payment of the all fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determinedetermine to the Holders entitled thereto, in proportion to the number of GDSs ADSs representing such Deposited Securities held by them respectivelySecurities, or employ such other method as it may deem feasible practicable in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii2) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible reasonably practicable to make such rights available to certain Holders of ADSs by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use in its reasonable efforts to discretion may sell such rights or such warrants or other instruments, if a market therefor is available, instruments at public or private sale, at such place or places and upon such terms as it may deem reasonable proper, and proper and, after deduction may allocate the proceeds (net of the all fees and expenses of the Depositary, allocate the net proceeds ) of any such sales sale for the account accounts of the Holders otherwise entitled to such rights, warrants or other instruments instruments, upon an averaged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restrictionsrestrictions with regard to a particular Holder, or the date of delivery of any Receipt or ReceiptsADSs, or otherwiseotherwise or, and distribute if by the terms of such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof. Neither the Depositaryrights offering or for any other reason, the CPO Trustee nor the Company shall be responsible for any failure to determine that it Depositary may be lawful or feasible to not either make such rights available to any Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; or (3) notwithstanding the foregoing, if at least thirty five (35) days (or thirty (30) days in the case of the corporate reorganization transaction by the Company announced on August 25, 2017) prior to the proposed distribution of rights to subscribe for additional Shares to the holders of any Shares, the Company notifies the Depositary, in a written notice signed by its Chief Executive Officer, Chief Financial Officer or General Counsel, that (a) the offering of rights is in connection with a capital increase associated with a merger and acquisition transaction, a tender offer, or any other corporate reorganization transaction, (b) the primary goal of such capital increase is something other than raising capital, (c) the Company does not intend to: (i) engage any underwriters for the offering of rights; (ii) market the offering of rights in Chile or the United States; (iii) distribute any transferable rights to Holders of ADSs by means of warrants or otherwise (except as provided in this Section 4.5(3)); or (iv) create any market therefor is available. Because Mexican in the United States for the rights, and (d) Chilean law does not contemplate requires that holders of Shares (including holders of any Deposited Securities) are entitled to such rights to subscribe for additional Shares or any rights of any other nature in connection with such capital increase (a “Notice of Non-Capital Raising Transaction”), then (A) the issuance Depositary shall, after payment of pre-emptive all fees and expenses of the Depositary and receipt by the Depositary of any supporting documentation reasonably requested from the Company, deliver such rights in negotiable formthe form distributed to holders of Shares in Chile in accordance with Chilean law, a liquid market for pre-emptive only to the Holders that surrender their ADSs and withdraw the underlying Deposited Securities (including the rights may associated with the Shares constituting Deposited Securities) pursuant to Section 2.7, in proportion to the number of such Shares constituting Deposited Securities underlying the ADSs surrendered; and (B) to the extent the Holders do not existtake action to surrender their ADSs and withdraw the underlying Deposited Securities pursuant to Section 2.7, and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability to carry out any disposal shall not dispose of such rights at alland shall allow the rights to lapse. Each of the Company, the Depositary and the Holders and Beneficial Owners of ADSs hereby agrees and acknowledges that: (x) the Company shall have the right but not the obligation to deliver any Notice of Non-Capital Raising Transaction; (y) in the event that a Notice of Non-Capital Raising Transaction is not timely provided or the Company notifies the Depositary in writing that the provisions of this Section 4.5(3) shall not apply, then the provisions of this Section 4.5(3) shall not apply; and (z) the failure of the Company to deliver any Notice of Non-Capital Raising Transaction or any other written notice or instruction under this Section 4.5 (other than the notice to the Depositary of the proposed distribution described in the first paragraph of this Section 4.5) shall not constitute a breach by the Company of the Deposit Agreement. Notwithstanding anything contained herein to the contrary in this Section 4.04contrary, if registration under the Securities Act of 1933 or any other applicable law each of the rights Company and all Holders and Beneficial Owners of ADSs hereby agrees and acknowledges that the Depositary assumes no responsibility and shall incur no liability (other than due to the Depositary’s own negligence or bad faith) in connection with any failure or delay relating to the securities to which any rights relate is required in order for the Company to offer such delivery of rights to Holders and who choose to cancel their ADSs against receipt of the underlying Deposited Securities (including the rights associated with the Shares constituting Deposited Securities) including any failure or delay (other than due to the Depositary’s own negligence or bad faith) that results in insufficient time for such Holders to exercise or sell the securities represented by such rights, the Depositary will not offer any such rights to Holders unless and until a registration statement is in effect, or unless the offering and sale of such rights or securities to such Holders are exempt from registration under the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable lawsChile.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to the Holders entitled thereto, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable law, the Depositary may can neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof)lapse; provided, however, that the Depositary will, if requested by the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect theretowriting, take action as follows: (i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Holders by means of warrants or otherwise, the Depositary shall, after deduction or upon payment of the fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, in proportion to the number of GDSs American Depositary Shares representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to all or certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use its reasonable efforts to sell such rights or such warrants or other instruments, if a market therefor is available, at public or private salesales, at such place or places and upon such terms as it may deem reasonable and proper and, after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt or Receipts, or otherwise, ; and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof. Neither the Depositary, the CPO Trustee nor the Company The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular particular. If a Holder requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Holder hereunder, the Depositary will make such rights available to such Holder upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Holder has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable laws. Upon instruction pursuant to such warrants or other instruments to the Depositary from such Holder to exercise such rights, upon payment by such Holder to the Depositary for the inability or failure to dispose account of such Holder of an amount equal to the purchase price of the Shares or other securities to be received in exercise of the rights, and upon payment of the fees of the Depositary as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Holder, exercise the rights if any market therefor is availableand purchase the Shares or such other securities, and the Company shall cause the Shares or such other securities so purchased to be delivered to the Depositary on behalf of such Holder. As agent for such Holder, the Depositary will cause the Shares or such other securities so purchased to be deposited pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to Section 2.03 of this Deposit Agreement, execute and deliver to such Holder Restricted Receipts. Because Mexican law presently does not contemplate the issuance of pre-emptive preemptive rights in negotiable formform and therefore the possibility of such issuance is unlikely, a liquid market for pre-emptive preemptive rights may not exist, and this may adversely affect affect (i) the amount the Depositary would realize upon disposal of rights and its (ii) the ability of the Depositary to carry out any disposal of dispose such rights at allrights. Notwithstanding anything to the contrary in this Section 4.04, if If registration under the Securities Act of 1933 or any other applicable law of the rights or the securities to which any rights relate is required in order for the Company to offer such rights to Holders and to sell the securities represented by such rights, the Depositary will not offer such rights to Holders unless and until a registration statement is in effect, or unless the offering and sale of such rights or securities to such Holders are exempt from registration under the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws1933. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 1933. If an exemption from such registration requirements is not available and a registration statement is not filed, Holders would not be permitted to purchase such securities or any other applicable lawsotherwise exercise such rights and the Depositary would, to the extent possible, dispose of such rights for the account of such Holders as provided herein. Such a disposal of rights may reduce the proportionate equity interest in the Company of the Holders.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares Common Stock or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to the Holders entitled thereto, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars cash to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof)lapse; provided, however, that the Depositary will, if requested by the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect theretoCompany, take action as follows: (i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Holders by means of warrants or otherwise, the Depositary shall, after deduction or upon payment of the fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, in proportion to the number of GDSs ADSs representing such Deposited Securities held by them respectively, or employ by means of such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use its reasonable efforts to sell such rights or such warrants or other instruments, if a market therefor is available, at public or private salesales, at such place or places and upon such terms as it may deem reasonable and proper and, after deduction or upon payment of the fees and expenses of the DepositaryDepositary and any applicable taxes, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt ADR or ReceiptsADRs, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof. Neither the Depositary, the CPO Trustee nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights if any market therefor is available. Because Mexican law does not contemplate the issuance of pre-emptive rights in negotiable form, a liquid market for pre-emptive rights may not exist, and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability to carry out any disposal of such rights at all. Notwithstanding anything to the contrary in this Section 4.04, if If registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is required in order for the Company to offer such rights to Holders and to sell to them the securities represented by to which such rightsrights relate, the Depositary will not offer such rights to Holders unless and until a registration statement is in effect, or unless the offering and sale of such rights or securities to such Holders are exempt from registration under the provisions of such law and, if requested by the Securities Act Depositary, the Company furnishes to the Depositary an opinion of 1933 and are otherwise permissible under all applicable lawscounsel in the United States for the Company reasonably satisfactory to the Depositary to such effect. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable lawsAct.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the DepositaryDepositary may, after consultation with the Company, shall have discretion as to and, if requested in writing by the procedure to be followed in making such rights available to the Holders entitled theretoCompany, shall, take action, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable lawthe Deposit Agreement, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof); provided, however, that the Depositary will, if the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect thereto, take action as follows: (ia) if at the time of the offering of any rights rights, the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all Holders, or certain Holders but not to others, by means of warrants or otherwise, the Depositary shallmay, after deduction obtaining opinion(s) of United States and Brazilian counsel, if requested by the expenses of Depositary, as applicable, reasonably satisfactory to the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, to the Holders entitled thereto, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible after obtaining opinion(s) of United States and Brazilian counsel, as applicable, reasonably satisfactory to the Depositary in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (iib) if at the time of the offering of any rights rights, the Depositary determines in its discretion that it is not lawful or not feasible to make such rights available to certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use Depositary, in its reasonable efforts to discretion may sell such rights or such warrants or other instruments, if a market therefor is available, instruments at public or private sale, at such place or places and upon such terms as it may deem reasonable proper, and proper and, after deduction of the expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt or Receipts, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof4.1 of the Deposit Agreement. Neither the Depositary, the CPO Trustee nor the Company The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular particular. If the Depositary does not receive such written request from the Company, the Depositary shall, after consultation with the Company, and if requested by the Depositary, after obtaining opinion(s) of United States and Brazilian counsel, as applicable, reasonably satisfactory to the Depositary, have discretion as to the procedure to be followed (i) in making such rights available to the Holders, or for the inability or failure to dispose (ii) in disposing of such rights if any market therefor is available. Because Mexican law does not contemplate on behalf of such Holders and distributing the issuance net proceeds available in dollars to such Holders as in the case of pre-emptive a distribution of cash pursuant to Section 4.1 of the Deposit Agreement, or (iii) in allowing such rights to lapse in negotiable form, a liquid market for pre-emptive the event such rights may not exist, be made available to Holders or be disposed of and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability net proceeds thereof made available to carry out any disposal of such rights at allHolders. Notwithstanding anything to the contrary in this Section 4.044.4 of the Deposit Agreement, if registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders (i) unless and until a registration statement under the Securities Act covering such offering is in effect, or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, satisfactory to the Depositary or other evidence satisfactory to the Depositary to the effect that the offering and sale of such rights or securities to the Holders of such Holders Receipts are exempt from or do not require registration under the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable laws. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges, the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to Holders entitled thereto in proportion to the number of GDSs held by them respectively and the Depositary shall distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Although Brazilian law contemplates the issuance of preemptive rights in negotiable form, a liquid market for preemptive rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would realize upon disposal of rights. References in Section 4.4 of the Deposit Agreement to “Holders” are to Holders as of the record date fixed pursuant to Section 4.6 of the Deposit Agreement.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the DepositaryDepositary may, after consultation with the Company, shall have discretion as to and, if requested is writing by the procedure to be followed in making such rights available to the Holders entitled theretoCompany, shall, take action, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders as in the case of a distribution of cash pursuant to Section 4.02 terms of this Deposit Agreement orAgreement, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof); provided, however, that the Depositary will, if the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect thereto, take action as follows: (ia) if at the time of the offering of any rights rights, the Depositary determines in its reasonable discretion, after obtaining opinion(s) of United States and Swiss counsel, as applicable, reasonably satisfactory to the Depositary furnished at the expense of the Company, that it is lawful and feasible to make such rights available to all Holders, or certain Holders but not to others, by means of warrants or otherwise, the Depositary shall, after deduction of the expenses of the Depositary as set forth in Section 5.06 hereto, may distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, to the registered Holders entitled thereto, in proportion to the number of GDSs ADSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible after obtaining opinion(s) of United States and Swiss counsel, as applicable, reasonably satisfactory to the Depositary in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (iib) if at the time of the offering of any rights rights, the Depositary determines in its discretion, after obtaining opinion(s) of United States and Swiss counsel, as applicable, reasonably satisfactory to the Depositary, that it is not lawful or not feasible to make such rights available to all Holders or certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use Depositary, in its reasonable efforts to discretion may sell such rights or such warrants or other instruments, if a market therefor is available, instruments at public or private sale, at such place or places and upon such terms as it may deem reasonable proper, and proper and, after deduction of the expenses of the Depositary, allocate the net proceeds of such sales for the account of the registered Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt or Receipts, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 4.2 hereof. Neither the Depositary, the CPO Trustee nor the Company The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular particular. If the Depositary does not receive such written request from the Company, the Depositary shall, after consultation with the Company, and after obtaining opinion(s) of United States and Swiss counsel, as applicable, reasonably satisfactory to the Depositary furnished at the expense of the Company, have discretion as to the procedure to be followed (i) in making such rights available to the Holders, or for the inability or failure to dispose (ii) in disposing of such rights if any market therefor is available. Because Mexican law does not contemplate on behalf of such Holders and distributing the issuance net proceeds available in dollars to such Holders as in the case of pre-emptive a distribution of cash pursuant to Section 4.2 hereof, or (iii) in allowing such rights to lapse in negotiable form, a liquid market for pre-emptive the event such rights may not exist, be made available to Holders or be disposed of and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability net proceeds thereof made available to carry out any disposal of such rights at allHolders. Notwithstanding anything to the contrary in this Section 4.044.4, if registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders (i) unless and until a registration statement under the Securities Act or other applicable law covering such offering is in effect, or (ii) unless the Company furnishes at its own expense the Depositary with opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, reasonably satisfactory to the Depositary or other evidence reasonably satisfactory to the Depositary to the effect that the offering and sale of such rights or securities to the Holders of such Holders Receipts are exempt from or do not require registration under the provisions of the Securities Act of 1933 and are otherwise permissible under all or any other applicable laws. The Company shall have no obligation to register such rights or such the securities represented thereby under the Securities Act of 1933 or any other applicable lawslaw. References in this Section 4.4 to “Holders” are to Holders as of the record date fixed pursuant to Section 4.7.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the DepositaryDepositary may, after consultation with the Company, shall have discretion as to and, if requested in writing by the procedure to be followed in making such rights available to the Holders entitled theretoCompany, shall, take action, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars to such Holders as in the case of a distribution of cash pursuant to Section 4.02 terms of this Deposit Agreement orAgreement, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof); provided, however, that the Depositary will, if the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect thereto, take action as follows: (ia) if at the time of the offering of any rights rights, the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all Holders, or certain Holders but not to others, by means of warrants or otherwise, the Depositary shallmay, after deduction obtaining opinion(s) of United States and Brazilian counsel, if requested by the expenses of Depositary, as applicable, reasonably satisfactory to the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, to the Holders entitled thereto, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible after obtaining opinion(s) of United States and Brazilian counsel, as applicable, reasonably satisfactory to the Depositary in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (iib) if at the time of the offering of any rights rights, the Depositary determines in its discretion that it is not lawful or not feasible to make such rights available to certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use Depositary, in its reasonable efforts to discretion may sell such rights or such warrants or other instruments, if a market therefor is available, instruments at public or private sale, at such place or places and upon such terms as it may deem reasonable proper, and proper and, after deduction of the expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt or Receipts, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 4.1 hereof. Neither the Depositary, the CPO Trustee nor the Company The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular particular. If the Depositary does not receive such written request from the Company, the Depositary shall, after consultation with the Company, and if requested by the Depositary, after obtaining opinion(s) of United States and Brazilian counsel, as applicable, reasonably satisfactory to the Depositary, have discretion as to the procedure to be followed (i) in making such rights available to the Holders, or for the inability or failure to dispose (ii) in disposing of such rights if any market therefor is available. Because Mexican law does not contemplate on behalf of such Holders and distributing the issuance net proceeds available in dollars to such Holders as in the case of pre-emptive a distribution of cash pursuant to Section 4.1 hereof, or (iii) in allowing such rights to lapse in negotiable form, a liquid market for pre-emptive the event such rights may not exist, be made available to Holders or be disposed of and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability net proceeds thereof made available to carry out any disposal of such rights at allHolders. Notwithstanding anything to the contrary in this Section 4.044.4, if registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders (i) unless and until a registration statement under the Securities Act covering such offering is in effect, or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, satisfactory to the Depositary or other evidence satisfactory to the Depositary to the effect that the offering and sale of such rights or securities to the Holders of such Holders Receipts are exempt from or do not require registration under the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable laws. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges, the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to Holders entitled thereto in proportion to the number of GDSs held by them respectively and the Depositary shall distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement. Although Brazilian law contemplates the issuance of preemptive rights in negotiable form, a liquid market for preemptive rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would realize upon disposal of rights. References in this Section 4.4 to “Holders” are to Holders as of the record date fixed pursuant to Section 4.6.

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event Company shall give notice thereof to the CPO Trustee makes Depositary at least forty five (45) days prior to the proposed distribution specifying, inter alia, the record date applicable to holders. Following the timely receipt of such offer available to holders of CPOsnotice, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to the Holders entitled theretoof ADSs, subject to Section 5.09, or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars Dollars to such Holders as or in the allowing such rights to lapse, in each case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by in accordance with the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof)conditions set forth in this section; provided, however, that the Depositary will, if requested in writing by the Company so requests in writing and provides an opinion of United States counsel at least thirty five (which opinion shall be reasonably acceptable 35) days prior to the Depositary) as proposed distribution of rights to subscribe for additional Shares to the absence holders of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect thereto, take action as follows: (i1) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible reasonably practicable to make such rights available to all or certain Holders of ADSs by means of warrants or otherwiseotherwise and if the Depositary shall have received satisfactory documentation within the terms of Section 5.7, the Depositary shall, after deduction payment of the all fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determinedetermine to the Holders entitled thereto, in proportion to the number of GDSs ADSs representing such Deposited Securities held by them respectivelySecurities, or employ such other method as it may deem feasible practicable in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii2) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible reasonably practicable to make such rights available to certain Holders of ADSs by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall use in its reasonable efforts to discretion may sell such rights or such warrants or other instruments, if a market therefor is available, instruments at public or private sale, at such place or places and upon such terms as it may deem reasonable proper, and proper and, after deduction may allocate the proceeds (net of the all fees and expenses of the Depositary, allocate the net proceeds ) of any such sales sale for the account accounts of the Holders otherwise entitled to such rights, warrants or other instruments instruments, upon an averaged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restrictionsrestrictions with regard to a particular Holder, or the date of delivery of any Receipt or ReceiptsADSs, or otherwiseotherwise or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Holders or dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; or (3) notwithstanding the foregoing, if at least thirty five (35) days (or thirty (30) days in the case of the corporate reorganization transaction by the Company announced on August 25, 2017) prior to the proposed distribution of rights to subscribe for additional Shares to the holders of any Shares, the Company notifies the Depositary, in a written notice signed by its Chief Executive Officer, Chief Financial Officer or General Counsel, that (a) the offering of rights is in connection with a capital increase associated with a merger and acquisition transaction, a tender offer, or any other corporate reorganization transaction, (b) the primary goal of such capital increase is something other than raising capital, (c) the Company does not intend to: (i) engage any underwriters for the offering of rights; (ii) market the offering of rights in Chile or the United States; (iii) distribute any transferable rights to Holders of ADSs by means of warrants or otherwise (except as provided in this Section 4.5(3)); or (iv) create any market in the United States for the rights, and distribute (d) Chilean law requires that holders of Shares (including holders of any Deposited Securities) are entitled to such net proceeds so allocated rights to subscribe for additional Shares or any rights of any other nature in connection with such capital increase (a “Notice of Non-Capital Raising Transaction”), then (A) the Depositary shall, after payment of all fees and expenses of the Depositary and receipt by the Depositary of any supporting documentation reasonably requested from the Company, deliver such rights in the form distributed to holders of Shares in Chile in accordance with Chilean law, only to the Holders that surrender their ADSs and withdraw the underlying Deposited Securities (including the rights associated with the Shares constituting Deposited Securities) pursuant to Section 2.7, in proportion to the number of such Shares constituting Deposited Securities underlying the ADSs surrendered; and (B) to the extent practicable the Holders do not take action to surrender their ADSs and withdraw the underlying Deposited Securities pursuant to Section 2.7, the Depositary shall not dispose of such rights and shall allow the rights to lapse. Each of the Company, the Depositary and the Holders and Beneficial Owners of ADSs hereby agrees and acknowledges that: (x) the Company shall have the right but not the obligation to deliver any Notice of Non-Capital Raising Transaction; (y) in the event that a Notice of Non-Capital Raising Transaction is not timely provided or the Company notifies the Depositary in writing that the provisions of this Section 4.5(3) shall not apply, then the provisions of this Section 4.5(3) shall not apply; and (z) the failure of the Company to deliver any Notice of Non-Capital Raising Transaction or any other written notice or instruction under this Section 4.5 (other than the notice to the Depositary of the proposed distribution described in the first paragraph of this Section 4.5) shall not constitute a breach by the Company of the Deposit Agreement. Notwithstanding anything contained herein to the contrary, each of the Company and all Holders and Beneficial Owners of ADSs hereby agrees and acknowledges that the Depositary assumes no responsibility and shall incur no liability (other than due to the Depositary’s own negligence or bad faith) in connection with any failure or delay relating to the delivery of rights to Holders who choose to cancel their ADSs against receipt of the underlying Deposited Securities (including the rights associated with the Shares constituting Deposited Securities) including any failure or delay (other than due to the Depositary’s own negligence or bad faith) that results in insufficient time for such Holders to exercise or sell any such rights in Chile. If the Depositary has distributed warrants or other instruments for rights to all or certain Holders, then upon instruction pursuant to such warrants or other instruments to the Depositary from such Holder to exercise such rights, upon payment by such Holder to the Depositary for the account of such Holder of any amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments or as may be requested by the Company to the Depositary in writing, the Depositary shall, on behalf of such Holder, exercise the rights and purchase the Shares, and the Company shall, upon receipt of payment of any charges requested as above, cause the Shares so purchased to be delivered to the Depositary on behalf of such Holder. The Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.3 of the Deposit Agreement, and shall, pursuant to Section 2.5 of the Deposit Agreement, issue ADSs to such Holder. In the case of a distribution of cash pursuant to Section 4.02 hereofthis section, any ADRs evidencing such ADSs shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws. Neither the Depositary, the CPO Trustee nor The Depositary and the Company shall not be responsible for any failure to determine that it may be lawful or feasible practicable to make such rights available to Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights if any market therefor is availableparticular. Because Mexican law does not contemplate the issuance of pre-emptive rights in negotiable formAdditionally, a liquid market for pre-emptive rights may not exist, and this may adversely affect the amount the Depositary would realize upon disposal shall not be responsible for (i) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (ii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights and its ability to carry out any disposal of such rights at alldistribution. Notwithstanding anything to the contrary in this Section 4.044.5, if registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not offer distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effecteffect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, or unless in each case satisfactory to the Depositary, to the effect that the offering and sale of such rights or securities to such Holders and Beneficial Owners are exempt from from, or do not require registration under under, the provisions of the Securities Act of 1933 and are otherwise permissible under all applicable laws. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.5, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.5, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.5 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.”

Distribution of Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, and in the event the CPO Trustee makes such offer available to holders of CPOs, the Depositary, after consultation with the Company, shall have has discretion as to the procedure to be followed in making such rights available to the Holders entitled thereto, subject to certain conditions set forth in Section 5.095.09 of the Deposit Agreement (which are summarized in paragraph (28) below), or in disposing of such rights on behalf of such Holders and making the net proceeds available in dollars cash to such Holders as in the case of a distribution of cash pursuant to Section 4.02 of this Deposit Agreement or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall will allow the rights to lapse (without incurring liability to any person as a consequence thereof)lapse; provided, however, that the Depositary will, if requested by the Company so requests in writing and provides an opinion of United States counsel (which opinion shall be reasonably acceptable to the Depositary) as to the absence of any registration requirements under the Securities Act of 1933 with respect to such additional Series A Shares, Series B Shares, Series L Shares and Series D Shares or other rights or as to the effectiveness of a registration statement under the Securities Act of 1933 with respect theretoCompany, take action as follows: (i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Holders by means of warrants or otherwise, the Depositary shallwill, after deduction or upon payment of the fees and expenses of the Depositary as set forth in Section 5.06 heretoDepositary, distribute to such Holders entitled thereto warrants or other instruments therefor in such form and upon such terms and representations as it may determine, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, or employ by means of such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders; or (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to certain Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary shall will use its reasonable efforts to sell such rights or such warrants or other instruments, if a market therefor is available, at public or private salesales, at such place or places and upon such terms as it may deem reasonable and proper and, after deduction or upon payment of the fees and expenses of the DepositaryDepositary and any applicable taxes, allocate the net proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions, restrictions or the date of delivery of any Receipt GDR or ReceiptsGDRs, or otherwise, and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.02 hereof. Neither the Depositary, the CPO Trustee nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular or for the inability or failure to dispose of such rights if any market therefor is available. Because Mexican law does not contemplate the issuance of pre-emptive rights in negotiable form, a liquid market for pre-emptive rights may not exist, and this may adversely affect the amount the Depositary would realize upon disposal of rights and its ability to carry out any disposal of such rights at all. Notwithstanding anything to the contrary in this Section 4.04, if If registration (under the Securities Act of 1933 or any other applicable law law) of the rights or the securities to which any rights relate is required in order for the Company to offer such rights to Holders and to sell to them the securities represented by to which such rightsrights relate, the Depositary will not offer such rights to Holders unless and until a registration statement is in effect, or unless the offering and sale of such rights or securities to such Holders are exempt from registration under the provisions of such law and, if requested by the Securities Act Depositary, the Company furnishes to the Depositary an opinion of 1933 and are otherwise permissible under all applicable lawscounsel in the United States for the Company reasonably satisfactory to the Depositary to such effect. The Company shall have no obligation to register such rights or such securities under the Securities Act of 1933 or any other applicable lawsAct.