PURCHASE AND SALE OF SHARES
“DOS VIENTOS SPA”
BETWEEN
ARTURO ANDRÉS PARKER MARTÍNEZ ASESORIAS E INVERSIONES E.LR.L.
And
ANDRÉS CLAUDIO PARKER GALDAMES
In Santiago, October 21, 2022, before me, GIOVANNI ANTONIO PIRAÍNO
AVELLO, alternate of VALERIA RONCHERA FLORES, Lawyer, Notary Public
Holder of the Tenth Notary of Santiago, with office in Agustinas street number one thousand
Two hundred and thirty-five, second floor, between:
/A/ ARTURO ANDRÉS PARKER MARTÍNEZ ASESORÍAS E INVERSIONES E.LR.L.,
company incorporated in accordance with the laws of the Republic of Chile, sole role
Tax N* 76.140.519-5, represented by Mr. ARTURO ANDRÉS PARKER
MARTÍNEZ, Chilean, national identity card N* 16.303.839-0, both domiciled
for these purposes in Avenida Andrés Bello N” 2.687, 18th floor, commune of Las Condes,
Metropolitan Region (hereinafter, the “Seller”); and
/8/ ANDRÉS CLAUDIO PARKER GALDAMES, Chilean, national identity card
N* 10.701.799-2, duly represented by Don PABLO CHAPPUZEAU
VILLANUEVA, lawyer, Chilean, national identity card N” 9.258.211-6, both
domiciled, for these purposes, in Cerro el Plomo Street N” 5.630, office 201, commune of
Las Condes, Metropolitan Region (hereinafter, the “Buyer”, and in conjunction with the
Seller, the “Parties”)
It has been agreed to enter into the following Share Purchase Agreement (hereinafter,
the “Agreement”):
FIRST CLAUSE: General background.
1.11 That the company called DOS VIENTOS SpA is a Joint Stock Company
incorporated in Santiago de Chile, on November 11, 2014, under the
of the Registry of Companies and Societies, of the Ministry of Economy, Development and
Tourism (hereinafter, the Society).
1.2 That at this date, the Company has a statutory capital corresponding to the sum of
$10,000,000 (ten million pesos), divided into 10,000 (ten thousand) common shares,
nominative, of equal value and without nominal value, which are entirely
subscribed and paid.
1.3 Of the existing shares in the Company, the Seller currently owns 5,000
(five thousand) ordinary, registered shares, of equal value and without par value,
equivalent to 50% of the share capital.
SECOND CLAUSE: Sale and transfer of shares.
The Seller hereby sells, assigns and transfers to don
CLAUDIO PARKER GALDAMES, who duly represented, purchases, accepts and
acquires for itself, the amount of 5,000 (five thousand) ordinary shares, nominative, of equal
value and without nominal value, of the Company DOS VIENTOS SpA, leaving the buyer
as sole shareholder and owner of 100% of the shares issued by the Company.
THIRD CLAUSE; Price.
The share price is the total sum of $7,037,830.- (seven million thirty-seven thousand).
eight hundred and thirty Chilean pesos), that is, to $1,407,566 (one thousand four hundred and seven coma
five hundred and sixty-six Chilean pesos) each share, which the Buyer pays to the Seller,
in this act, through voucher vista N” 433155-0, of the Bank of Chile, on behalf of
Administradora de Fondos Sudamerik S.A., and duly endorsed on behalf of the
Seller, who declares to receive it to his satisfaction.
FOURTH CLAUSE: Tradition.
Considering that there are no physical sheets of the securities representing the shares
that are sold, the tradition of these will be made by annotating this Contract in
the Register of Shareholders of the Company.
FIFTH CLAUSE: Representations and Warranties of the Seller.
Seller represents and warrants to Buyer, that the following representations and
Warranties are complete and true as of this date:
5.1 Legal personality of the Company: That the Company is a company by
shares, duly constituted, validly existing, and in force according to the laws of the
The Republic of Chile, has all the social powers required to carry out its
business in the way it currently does, and is empowered to own it,
operate and use the goods and conduct the business that it currently develops, in the
places where you have, operate and use your assets and conduct your business.
5.2 Authorizations: That the Company has all the permits required to
Conduct your business the way you currently do it.
5.3 No Contravention: That the Granting, Celebration and Fulfillment
of this Contract and the completion of the acts referred to therein by
of the Society: (a) do not violate any provision of its bylaws; (b) do not contravene or
constitute a violation of any provision of a contract, law, rule, judgment, order,
court order or decree that is mandatory or applicable to the Company; (c) do not constitute
breach or give rise to rights to terminate the Company.
54 Permits: That the Company is eligible to obtain all authorizations, permits,
consents, approvals and licenses necessary to develop your business, operate
properly their assets and to own them.
CLAUSE SIX: Buyer’s Declarations.
The Buyer hereby declares to know and accept the articles of association
SEVENTH CLAUSE: Expenses. á
All expenses, costs and taxes arising from the conclusion of this Agreement
shall be borne entirely by the Buyer.
EIGHTH CLAUSE: Governing Law and Jurisdiction.
This Agreement shall be construed and governed in accordance with the laws of the Republic of
Chile, without reference to the principles of conflict of law or jurisdiction, for which purpose the
parties establish their domicile in the city and commune of Santiago, this being the jurisdiction
applicable.
CLAUSE NINE: Severability.
The nullity or ineffectiveness of any provision contained in this contract will not entail the
nullity or ineffectiveness of the others, which will remain in force for all purposes
Legal.
TENTH CLAUSE: Dispute Resolution.
Any difficulty or controversy that may arise between the contracting parties with respect to the
Application, interpretation, duration, validity or performance of this contract or any other
shall be submitted to arbitration in accordance with the Arbitration Rules of the Center
of Arbitration and Mediation of Santiago, in force at the time of request.
The Parties confer irrevocable special power of attorney on the Chamber of Commerce of Santiago A.G.,
so that, at the written request of either of them, it may appoint an arbitrator in
as to the procedure and law as to the judgment, from among the members of the
arbitration body of the Arbitration and Mediation Center of Santiago.
No appeal shall be lodged against the arbitrator’s decisions. The referee is left
specially empowered to settle any matter relating to its competence and/or
jurisdiction.
ELEVENTH CLAUSE: Special Power of Attorney.
The bearer of a copy of this instrument is authorized to request the registration of the
shares purchased in the Shareholders’ Register of DOS VIENTOS SpA.
PERSONERÍAS: The personería of Mr. Arturo Andrés Parker Martínez to represent
ARTURO ANDRÉS PARKER MARTÍNEZ ASESORÍAS E INVERSIONES E.LR. L consists of
Public deed of incorporation dated March 9, 2011, held before the Notary
by Humberto Santelices Narducci, under the repertoire number 1334-2011; The personería of
Don Pablo Chappuzeau Villanueva to represent Don Andrés Claudio Parker
Galdames, consists of public deed of mandate dated August 17, 2022, granted
before the Consul General of Chile in London, Mr. Jaime Bascuñán Marín, and incorporated in
the Book of Notarial Acts of the Consulate General of Chile in London, United Kingdom, to
pages 623-628, repertoire N* 6, of August 2022. Document that later became
legalized before the Ministry of Foreign Affairs of Chile on December 13,
i
2022, and protocolized on October 14, 2022 at the Notary of cul de doña
Valeria Ronchera Flores, under the repertoire number 12.522-2022. i
IN PROOF OF CONFORMITY, the Parties sign this instrument in three
copies, one of which shall remain in the possession of each of the Parties and the third in
power of the Society.
ARTURUS PARKER
MARTINEZ
P.P. ARTURO ANDRÉS
PARKER MARTINEZ GALDAMES
ADVISORIES AND INVESTMENTS BUYER
E.LR. L
SELLER
|
| 1
é E
ARTURO ANDRÉS PARKER and MARYÍ signed before me
16.303.839-0, by proxy of ARTURO ANDRE | PAIR!
ASESORÍAS E INVERSIONES E.I.R:L., RUT: 76.140.519
and Don PABLO CHAPPUZEAU VILLANUEVA, C.I.N? 9.258
ANDRES CLAUDIO PARKER GALDAMES, C.L.NOW0A
BUYER, Santiago, October 21, 2022 AND soragio *
2 E A
3 ALTERNATE 2 A
The Xi
Notary Santiago Valeria Ronchera Flores ‘
Notary Public Tenth Notary of Santiago YO NOTARY RONCHERA
TENTH NOTARY OF SANTIAGO
Agustinas N*1235, local 2, floor 1 and 2
SANTIAGO
REPRODUCTION OF ELECTRONIC DOCUMENTS
I note that this electronic reproduction corresponds to COMPRAVENTAx Y
ASSIGNMENT OF SHARES. Santiago October 28, 2022
Electronically signed by I certify that this document is issued with
. advanced electronic signature Law N? 19.799 and Minutes
Valeria del Carmen Ronchera Flores de la Excma. Supreme Court of
17/09/2008. The validity of the electronic signature
A
authenticity of the same, must be verified in
Certificate N2 https://www.rednotarial.cl. Santiago, Oct. 28. of
7pbQuuspoCG9DvKad 2022,
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=76c33a332f890362efb17c4c83e11458VFdwQmVVMXFSWGhOUkZGNVQxUkJNRTlSUFQwPQ==&secuencia=-1&t=1682376108
