As
filed with the U.S. Securities and Exchange Commission on July 31,
2008
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
F-6
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
For
American Depositary Shares Evidenced by American Depositary
Receipts
___________________
BANCO
SANTANDER-CHILE
(Exact
name of issuer of deposited securities as specified in its
charter)
N/A
(Translation
of issuer's name into English)
Chile
(Jurisdiction
of incorporation or organization of issuer)
JPMORGAN
CHASE BANK, N.A.
(Exact
name of depositary as specified in its charter)
4
New York Plaza, New York, NY 10004
Telephone
(212) 623-0636
(Address,
including zip code, and telephone number, including area code, of depositary's
principal executive offices)
____________________
CT
Corporation System
111
Eighth Avenue
New
York, New York 10011
(212)
664-1666
(Address,
including zip code, and telephone number, including area code, of agent for
service)
Copies
to:
|
Scott
A. Ziegler, Esq.
|
|
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
|
It
is
proposed that this filing become effective under Rule 466
o immediately
upon filing
o on
(Date)
at (Time)
If
a
separate registration statement has been filed to register the deposited shares,
check the following box. o
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of
Securities
to be registered
|
Amount
to
be registered
|
Proposed
maximum aggregate price per unit (1)
|
Proposed
maximum
aggregate
offering price (2)
|
Amount
of
registration
fee
|
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing 1,039 common shares of Banco
Santander-Chile
|
200,000,000
American
Depositary Shares
|
$0.05
|
$10,000,000
|
$393
|
|
(1)
|
Each
unit represents one American Depositary
Share.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
|
The
Registrant hereby amends this Registration Statement on such date or dates
as
may be necessary to delay its effective date until the Registrant shall file
a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt (“ADR”
or “American Depositary Receipt”) included as Exhibit A to the Amended and
Restated Deposit Agreement filed as Exhibit (a) to this Registration
Statement, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
|
Location
in Form of American Depositary
|
|||
|
Item
Number and Caption
|
Receipt
Filed Herewith as Prospectus
|
||
|
(1)
|
Name
and address of Depositary
|
Introductory
paragraph
|
|
|
(2)
|
Title
of American Depositary Receipts and identity of deposited
securities
|
Face
of American Depositary Receipt, top center
|
|
|
Terms
of Deposit:
|
|||
|
(i)
|
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
Face
of American Depositary Receipt, upper right corner
|
|
|
(ii)
|
Procedure
for voting, if any, the deposited securities
|
Paragraph
(12)
|
|
|
(iii)
|
Collection
and distribution of dividends
|
Paragraphs
(4), (5), (7) and (10)
|
|
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
Paragraphs
(3), (8) and (12)
|
|
|
(v)
|
Sale
or exercise of rights
|
Paragraphs
(4), (5) and (10)
|
|
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
|
Paragraphs
(4), (5), (10) and (13)
|
|
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
Paragraphs
(16) and (17)
|
|
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
Paragraph
(3)
|
|
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (2), (4), and (5)
|
|
|
(x)
|
Limitation
upon the liability of the Depositary
|
Paragraph
(14)
|
|
|
(3)
|
Fees
and Charges
|
Paragraph
(7)
|
|
2
Item
2. AVAILABLE INFORMATION
|
Item
Number and Caption
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
||
|
(b)
|
Statement
that Banco Santander-Chile
is
subject to the periodic reporting requirements of the Securities
Exchange
Act of 1934, as amended, and, accordingly, files certain reports
with the
Commission, and that such reports can be inspected by holders of
American
Depositary Receipts and copied at public reference facilities maintained
by the Commission in Washington, D.C.
|
Paragraph
(8)
|
|
3
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
|
(a)
|
Form
of Deposit Agreement.
Form
of Amended and Restated Deposit Agreement dated as of August 4, 2008
among
Banco Santander-Chile,
JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and
all
holders from time to time of ADRs issued thereunder (the "Deposit
Agreement"),
including the Form of American Depositary Receipt, is filed herewith
as
Exhibit (a).
|
|
(b)
|
Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or
the
custody of the deposited securities represented
thereby.
Not Applicable.
|
|
(c)
|
Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at
any
time within the last three years.
Not Applicable.
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
|
|
(e)
|
Certification
under Rule 466.
Not applicable.
|
|
(f)
|
Power
of Attorney.
Included as part of the signature pages
hereto.
|
Item
4. UNDERTAKINGS
|
(a)
|
The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
|
|
(b)
|
If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
|
4
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase
Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement,
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on
July
31,
2008.
|
Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
|
||
|
By:
|
JPMORGAN
CHASE BANK, N.A., as
|
|
|
|
Depositary
|
|
|
By:
|
/s/Joseph
M. Leinhauser
.
|
|
|
Name:
|
Joseph
M. Leinhauser
|
|
|
Title:
|
Vice
President
|
|
5
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Banco
Santander-Chile
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the
Republic of Chile on July 31, 2008.
|
BANCO
SANTANDER-CHILE
|
||
|
By:
|
/s/Gonzalo
Romero
|
|
|
Name:
|
Gonzalo
Romero
|
|
|
Title:
|
Deputy
Chief Executive Officer
|
|
POWER
OF ATTORNEY
KNOW
ALL
PERSONS
BY THESE
PRESENTS, that each person
whose
signature appears below
does
hereby constitute and appoint Oscar
von
Chrismar
and
Guillermo Sabater and each of them singly, as
his
or her
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him or
her
and in his
or
her
name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and sign
any registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b)
promulgated under the U.S. Securities Act of 1933, and all post effective
amendments thereto and to file the same, with all exhibits thereto
and
other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith and about the premises, as fully
to
all intents and purposes as he or
she
might
or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
6
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on
the
dates indicated:
|
Signatures
|
Title
|
Date
|
|
|
|
Chairman
and Director
|
||
|
Name:
Mauricio Larraín Garcés
|
|
||
|
|
First
Vice Chairman and Director
|
||
|
Name:
Marcial Portela Alvarez
|
|||
|
/s/Carlos
Olivos Marchant
|
Second
Vice Chairman and Director
|
July
31, 2008
|
|
|
Name:
Carlos Olivos Marchant
|
|||
|
/s/Gonzalo
Romero A.
|
Deputy
Chief Executive Officer
|
July
31, 2008
|
|
|
Name:
Gonzalo Romero A.
|
|||
|
/s/Guillermo
Sabater
|
Financial
Controller
|
July
31, 2008
|
|
|
Name:
Guillermo Sabater
|
(principal
financial officer)
|
||
|
|
Director
|
||
|
Name:
Víctor Arbulú Crousillat
|
|||
|
/s/Marco
Colodro Hadjes
|
Director
|
July
31, 2008
|
|
|
Name:
Marco Colodro Hadjes
|
|||
|
/s/Lucía
Santa Cruz Sutil
|
Director
|
July
31, 2008
|
|
|
Name:
Lucía Santa Cruz Sutil
|
|||
|
|
Director
|
||
|
Name:
Juan Manuel Hoyos Martínez de Irujo
|
7
|
/s/Roberto
Méndez Torres
|
Director
|
July
31, 2008
|
|
|
Name:
Roberto Méndez Torres
|
|||
|
/s/Roberto
Zahler Mayanz
|
Director
|
July
31, 2008
|
|
|
Name:
Roberto Zahler Mayanz
|
|||
|
/s/Claudia
Bobadilla Ferrer
|
Director
|
July
31, 2008
|
|
|
Name:
Claudia Bobadilla Ferrer
|
|||
|
/s/Raimundo
Monge Zegers
|
Deputy
Director
|
July
31, 2008
|
|
|
Name:
Raimundo Monge Zegers
|
|||
|
|
Deputy
Director
|
||
|
Name:
Jesús Zabalza Lotina
|
8
SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the Securities Act, the undersigned, the duly authorized representative
in
the United States of the Registrant, has signed this Registration Statement
or
amendment thereto in Newark, Delaware, on July 31, 2008.
|
Puglisi
& Associates
|
||
|
By:/s/Donald
J. Puglisi
|
||
|
Name:
Donald J. Puglisi
|
||
|
Title:
Managing Director
|
9
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
|
(a)
|
Form
of Amended and Restated Deposit Agreement (including the Form of
ADR),
among Banco Santander-Chile,
JPMorgan Chase Bank, N.A., as depositary, and the holders from time
to
time of American Depositary Receipts issued thereunder.
|
|
(d)
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
|
10
BANCO
SANTANDER-CHILE
AND
JPMORGAN
CHASE BANK, N.A.,
As
Depositary
AND
HOLDERS
OF AMERICAN DEPOSITARY RECEIPTS
Amended
and Restated Deposit Agreement
Dated
as
of August 4, 2008
TABLE
OF CONTENTS
|
Page
|
|||
|
PARTIES
|
1
|
||
|
RECITALS
|
1
|
||
|
Section
1.
|
Certain
Definitions
|
||
|
(a)
|
ADR
Register
|
1
|
|
|
(b)
|
ADRs;
Direct Registration ADRs
|
1
|
|
|
(c)
|
ADS
|
1
|
|
|
(d)
|
Central
Bank
|
1
|
|
|
(e)
|
Custodian
|
1
|
|
|
(f)
|
Deliver,
execute, issue et al.
|
1
|
|
|
(g)
|
Delivery
Order
|
1
|
|
|
(h)
|
Deposited
Securities
|
1
|
|
|
(i)
|
Direct
Registration System
|
1
|
|
|
(j)
|
Foreign
Investment Contract
|
1
|
|
|
(k)
|
Holder
|
1
|
|
|
(l)
|
Securities
Act of 1933
|
1
|
|
|
(m)
|
Securities
Exchange Act of 1934
|
1
|
|
|
(n)
|
Shares
|
1
|
|
|
(o)
|
SVS
|
1
|
|
|
(p)
|
Transfer
Office
|
1
|
|
|
(q)
|
Withdrawal
Order
|
1
|
|
|
Section
2.
|
ADRs
|
2
|
|
|
Section
3.
|
Deposit
of Shares
|
2
|
|
|
Section
4.
|
Issue
of ADRs
|
2
|
|
|
Section
5.
|
Distributions
on Deposited Securities
|
3
|
|
|
Section
6.
|
Withdrawal
of Deposited Securities
|
3
|
|
|
Section
7.
|
Substitution
of ADRs
|
4
|
|
|
Section
8.
|
Cancellation
and Destruction of ADRs
|
4
|
|
|
Section
9.
|
The
Custodian
|
4
|
|
|
Section
10.
|
Co-Registrars
and Co-Transfer Agents
|
4
|
|
|
Section
11.
|
Lists
of Holders.
|
4
|
|
|
Section
12.
|
Depositary's
Agents
|
5
|
|
|
Section
13.
|
Successor
Depositary
|
5
|
|
|
Section
14.
|
Reports
|
5
|
|
|
Section
15.
|
Additional
Shares
|
5
|
|
|
Section
16.
|
Indemnification
|
5
|
|
|
Section
17.
|
Notices
|
6
|
|
|
Section
18.
|
Miscellaneous
|
6
|
|
|
Section
19.
|
Consent
to Jurisdiction
|
6
|
|
|
Section
20.
|
Amendment
and Restatement of Old Deposit Agreement
|
6
|
|
|
TESTIMONIUM
|
7
|
||
|
SIGNATURES
|
7
|
||
i
|
Page
|
|||
|
EXHIBIT
A
|
|||
|
FORM
OF FACE OF ADR
|
A-1
|
||
|
|
|||
|
Introductory
Paragraph
|
A-1
|
||
|
|
|||
|
(1)
|
Issuance
of ADRs
|
A-2
|
|
|
(2)
|
Withdrawal
of Deposited Securities
|
A-2
|
|
|
(3)
|
Transfers
of ADRs
|
A-2
|
|
|
(4)
|
Certain
Limitations
|
A-3
|
|
|
(5)
|
Taxes
|
A-4
|
|
|
(6)
|
Disclosure
of Interests
|
A-4
|
|
|
(7)
|
Charges
of Depositary
|
A-4
|
|
|
(8)
|
Available
Information
|
A-5
|
|
|
(9)
|
Execution
|
A-6
|
|
|
|
|
||
|
Signature
of Depositary
|
A-6
|
||
|
|
|
||
|
Address
of Depositary's Office
|
A-6
|
||
|
|
|
||
|
FORM
OF REVERSE OF ADR
|
A-7
|
||
|
|
|
||
|
(10)
|
Distributions
on Deposited Securities
|
A-7
|
|
|
|
(11)
|
Record
Dates
|
A-8
|
|
|
(12)
|
Voting
of Deposited Securities
|
A-8
|
|
(13)
|
Changes
Affecting Deposited Securities
|
A-8
|
|
|
|
(14)
|
Exoneration
|
A-8
|
|
|
(15)
|
Resignation
and Removal of Depositary; the Custodian
|
A-9
|
|
(16)
|
Amendment
|
A-9
|
|
|
(17)
|
Termination
|
A-10
|
|
|
(18)
|
Appointment
|
A-10
|
|
|
(19)
|
Compliance
with Chilean Law
|
A-10
|
|
ii
AMENDED
AND RESTATED DEPOSIT AGREEMENT dated as of August 4, 2008 (the "Deposit
Agreement") among BANCO SANTANDER-CHILE and its successors (the "Bank"),
JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and
all
holders from time to time of American Depositary Receipts issued hereunder
("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited
Shares (defined below). The Bank hereby appoints the Depositary as depositary
for the Deposited Securities and hereby authorizes and directs the Depositary
to
act in accordance with the terms set forth in this Deposit Agreement. All
capitalized terms used herein have the meanings ascribed to them in Section
1 or
elsewhere in this Deposit Agreement.
WITNESSETH
WHEREAS,
the Bank and The Bank of New York entered into a Deposit Agreement dated as
of
August 1, 2002 (the "Old Deposit Agreement") to provide for the deposit of
Shares of the Bank with The Bank of New York or with the Custodian as agent
of
The Bank of New York for the purposes set forth in such Old Deposit Agreement,
for the creation of American depositary shares representing the Shares so
deposited and for the execution and delivery of American depositary receipts
("Old Receipts") evidencing the American depositary shares;
WHEREAS,
pursuant to the terms of Section 5.04 of the Old Deposit Agreement, the Bank
has
removed The Bank of New York as depositary and has appointed JPMorgan Chase
Bank, N.A. as successor depositary thereunder; and
WHEREAS,
the Bank and JPMorgan Chase Bank, N.A., in its capacity as successor depositary
under the Old Deposit Agreement, now wish to amend and restate the Old Deposit
Agreement and the Old Receipts;
NOW
THEREFORE, in consideration of the premises, subject to Section 20 hereof,
the
parties hereto hereby amend and restate the Old Deposit Agreement and the Old
Receipts in their entirety as follows:
1. Certain
Definitions.
(a) "ADR
Register"
is
defined in paragraph (3) of the form of ADR.
(b) "ADRs"
mean
the American Depositary Receipts executed and delivered hereunder. ADRs
may be
either in physical certificated form or Direct Registration ADRs. ADRs
in
physical certificated form, and the terms and conditions governing the
Direct
Registration ADRs (as hereinafter defined), shall be substantially in
the form
of Exhibit A annexed hereto (the "form
of ADR").
The
term "Direct
Registration ADR"
means
an ADR, the ownership of which is recorded on the Direct Registration
System.
References to "ADRs" shall include certificated ADRs and Direct Registration
ADRs, unless the context otherwise requires. The form of ADR is hereby
incorporated herein and made a part hereof; the provisions of the form
of ADR
shall be binding upon the parties hereto.
(c) Subject
to paragraph (13) of the form of ADR, each "ADS"
evidenced by an ADR represents the right to receive [EXCHANGE] Share
and a pro
rata share in any other Deposited Securities.
(d) "Central
Bank"
shall
mean Banco Central de Chile and its successors.
(e) "Custodian"means
the agent or agents of the Depositary (singly or collectively, as the
context
requires) and any additional or substitute Custodian appointed pursuant
to
Section 9.
(f) The
terms
"deliver",
"execute",
"issue",
"register",
"surrender",
"transfer"
or
"cancel",
when
used with respect to Direct Registration ADRs, shall refer to an entry
or
entries or an electronic transfer or transfers in the Direct Registration
System, and, when used with respect to ADRs in physical certificated
form, shall
refer to the physical delivery, execution, issuance, registration, surrender,
transfer or cancellation of certificates representing the ADRs.
(g) "Delivery
Order"
is
defined in Section 3.
(h) "Deposited
Securities"
as of
any time means all Shares at such time deposited under this Deposit Agreement
and any and all other Shares, securities, property and cash at such time
held by
the Depositary or the Custodian in respect or in lieu of such deposited
Shares
and other Shares, securities, property and cash.
(i) "Direct
Registration System"
means
the system for the uncertificated registration of
ownership of securities established by The Depository Trust Company ("DTC")
and
utilized by the Depositary pursuant to which the Depositary may record
the
ownership of ADRs without the issuance of a certificate, which ownership
shall
be evidenced by periodic statements issued by the Depositary to the Holders
entitled thereto. For purposes hereof, the Direct Registration System
shall
include access to the Profile Modification System maintained by DTC which
provides for automated transfer of ownership between DTC and the
Depositary.
(j) "Foreign
Investment Contract"
shall
mean the "Chapter XXVI Agreement" among
the
Central Bank, JPMorgan Chase Bank and the Bank, dated as of , 200__ entered
into
under Article 47 of the Constitutional Organic Law of Banco Central de
Chile and
Chapter XXVI of the Compendium of Foreign Exchange Regulations of
Chile.
(k) "Holder"
means
the person or persons in whose name an ADR is registered on the ADR
Register.
(l) "Securities
Act of 1933"
means
the United States Securities Act of 1933, as from time
to
time amended.
(m) "Securities
Exchange Act of 1934"
means
the United States Securities Exchange Act of 1934, as from time to time
amended.
2
(n) "Shares"mean
the
shares of common stock of the Bank, and shall include the rights to receive
Shares specified in paragraph (1) of the form of ADR.
(o) "SVS"
shall
mean the Superintendencia de Valores y Seguros
of Chile and its successors.
(p) "Transfer
Office"
is
defined in paragraph (3) of the form of ADR.
(q) "Withdrawal
Order"
is
defined in Section 6.
2.
ADRs.
(a)
ADRs in certificated form shall be engraved, printed or otherwise reproduced
at
the discretion of the Depositary in accordance with its customary practices
in
its American depositary receipt business, or at the request of the Bank
typewritten and photocopied on plain or safety paper, and shall be substantially
in the form set forth in the form of ADR, with such changes as may be required
by the Depositary or the Bank to comply with their obligations hereunder,
any
applicable law, regulation or usage or to indicate any special limitations
or
restrictions to which any particular ADRs are subject. ADRs may be issued
in
denominations of any number of ADSs. ADRs in certificated form shall be executed
by the Depositary by the manual or facsimile signature of a duly authorized
officer of the Depositary. ADRs in certificated form bearing the facsimile
signature of anyone who was at the time of execution a duly authorized officer
of the Depositary shall bind the Depositary, notwithstanding that such officer
has ceased to hold such office prior to the delivery of such ADRs.
(b)
Direct
Registration ADRs.
Notwithstanding anything in this Deposit Agreement or in the form of ADR
to the
contrary, ADSs shall be evidenced by Direct Registration ADRs, unless
certificated ADRs are specifically requested by the Holder.
(c)
Holders shall be bound by the terms and conditions of this Deposit Agreement
and
of the form of ADR, regardless of whether their ADRs are Direct Registration
ADRs or certificated ADRs.
3.
Deposit
of Shares.
In
connection with the deposit of Shares hereunder, the Depositary or the Custodian
may require the following in form satisfactory to it: (a) a written order
directing the Depositary to issue to, or upon the written order of, the person
or persons designated in such order a Direct Registration ADR or ADRs evidencing
the number of ADSs representing such deposited Shares (a "Delivery Order");
(b)
proper endorsements or duly executed instruments of transfer in respect of
such
deposited Shares; (c) instruments assigning to the Depositary, the Custodian
or
a nominee of either any distribution on or in respect of such deposited Shares
or indemnity therefor; and (d) proxies entitling the Custodian to vote such
deposited Shares. As soon as practicable after the Custodian receives Deposited
Securities pursuant to any such deposit or pursuant to paragraph (10) or
(13) of
the form of ADR, the Custodian shall present such Deposited Securities for
registration of transfer into the name of the Depositary, the Custodian or
a
nominee of either, to the extent such registration is practicable, at
the
cost
and expense of the person making such deposit (or for whose benefit such
deposit
is made) and shall obtain evidence satisfactory to it of such registration.
Deposited Securities shall be held by the Custodian for the account and to
the
order of the Depositary at such place or places and in such manner as the
Depositary shall determine. Deposited Securities may be delivered by the
Custodian to any person only under the circumstances expressly contemplated
in
this Deposit Agreement. To the extent that the provisions of or governing
the
Shares make delivery of certificates therefor impracticable, Shares may be
deposited hereunder by such delivery thereof as the Depositary or the Custodian
may reasonably accept, including, without limitation, by causing them to
be
credited to an account maintained by the Custodian for such purpose with
the
Bank or an accredited intermediary, such as a bank, acting as a registrar
for
the Shares, together with delivery of the documents, payments and Delivery
Order
referred to herein to the Custodian or the Depositary.
3
4.
Issue
of ADRs.
After
any such deposit of Shares, the Custodian shall notify the Depositary of
such
deposit and of the information contained in any related Delivery Order by
letter, first class airmail postage prepaid, or, at the request, risk and
expense of the person making the deposit, by cable, telex or facsimile
transmission. After receiving such notice from the Custodian, the Depositary,
subject to this Deposit Agreement, shall properly issue at the Transfer Office,
to or upon the order of any person named in such notice, an ADR or ADRs
registered as requested and evidencing the aggregate ADSs to which such person
is entitled.
5.
Distributions
on Deposited Securities.
To the
extent that the Depositary determines in its discretion that any distribution
pursuant to paragraph (10) of the form of ADR is not practicable with respect
to
any Holder, the Depositary may make such distribution as it so deems
practicable, including the distribution of foreign currency, securities or
property (or appropriate documents evidencing the right to receive foreign
currency, securities or property) or the retention thereof as Deposited
Securities with respect to such Holder's ADRs (without liability for interest
thereon or the investment thereof).
6.
Withdrawal
of Deposited Securities.
In
connection with any surrender of an ADR for withdrawal of the Deposited
Securities represented by the ADSs evidenced thereby, the Depositary may
require
proper endorsement in blank of such ADR (or duly executed instruments of
transfer thereof in blank) and the Holder's written order directing the
Depositary to cause the Deposited Securities represented by the ADSs evidenced
by such ADR to be withdrawn and delivered to, or upon the written order of,
any
person designated in such order (a "Withdrawal Order"). Directions from the
Depositary to the Custodian to deliver Deposited Securities shall be given
by
letter, first class airmail postage prepaid, or, at the request, risk and
expense of the Holder, by cable, telex or facsimile transmission. Delivery
of
Deposited Securities may be made by the delivery of certificates (which,
if
required by law shall be properly endorsed or accompanied by properly executed
instruments of transfer or, if such certificates may be registered, registered
in the name of such Holder or as ordered by such Holder in any Withdrawal
Order)
or by such other means as the Depositary may deem practicable, including,
without limitation, by transfer of record ownership thereof to an account
designated in the Withdrawal Order maintained either by the Bank or an
accredited intermediary, such as a bank, acting as a registrar for the Deposited
Securities.
4
7.
Substitution
of ADRs.
The
Depositary shall execute and deliver a new Direct Registration ADR in exchange
and substitution for any mutilated certificated ADR upon cancellation thereof
or
in lieu of and in substitution for such destroyed, lost or stolen certificated
ADR, unless the Depositary has notice that such ADR has been acquired by
a bona
fide purchaser, upon the Holder thereof filing with the Depositary a request
for
such execution and delivery and a sufficient indemnity bond and satisfying
any
other reasonable requirements imposed by the Depositary.
8.
Cancellation
and Destruction of ADRs.
All
ADRs surrendered to the Depositary shall be cancelled by the Depositary.
The
Depositary is authorized to destroy ADRs in certificated form so cancelled
in
accordance with its customary practices.
9.
The
Custodian.
Any
Custodian in acting hereunder shall be subject to the directions of the
Depositary and shall be responsible solely to it. The Depositary may from
time
to time appoint one or more agents to act for it as Custodian hereunder.
Each
Custodian so appointed (other than JPMorgan Chase Bank, N.A.) shall give
written
notice to the Bank and the Depositary accepting such appointment and agreeing
to
be bound by the applicable terms hereof. Any Custodian may resign from its
duties hereunder by at least 30 days written notice to the Depositary. The
Depositary may discharge any Custodian at any time upon notice to the Custodian
being discharged. Any Custodian ceasing to act hereunder as Custodian shall
deliver, upon the instruction of the Depositary, all Deposited Securities
held
by it to a Custodian continuing to act.
10.
Co-Registrars
and Co-Transfer Agents.
The
Depositary may appoint and remove (i) co-registrars to register ADRs and
transfers, combinations and split-ups of ADRs and to countersign ADRs in
accordance with the terms of any such appointment and (ii) co-transfer agents
for the purpose of effecting transfers, combinations and split-ups of ADRs
at
designated transfer offices in addition to the Transfer Office on behalf
of the
Depositary. Each co-registrar or co-transfer agent (other than JPMorgan Chase
Bank, N.A.) shall give notice in writing to the Bank and the Depositary
accepting such appointment and agreeing to be bound by the applicable terms
of
this Deposit Agreement.
11.
Lists
of Holders.
The
Bank shall have the right to inspect transfer records of the Depositary and
its
agents and the ADR Register, take copies thereof and require the Depositary
and
its agents to supply copies of such portions of such records as the Bank
may
request. The Depositary or its agent shall furnish to the Bank promptly upon
the
written request of the Bank, a list of the names, addresses and holdings
of ADSs
by all Holders as of a date within seven days of the Depositary's receipt
of
such request.
12.
Depositary's
Agents.
The
Depositary may perform its obligations under this Deposit Agreement through
any
agent appointed by it, provided that the Depositary shall notify the Bank
of
such appointment and shall remain responsible for the performance of such
obligations as if no agent were appointed.
5
13.
Successor
Depositary.
The
Depositary may at any time resign as Depositary hereunder by written notice
of
its election so to do delivered to the Bank, such resignation to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided. The Depositary may at any time be removed
by the Bank by providing no less than 90 days prior written notice of such
removal to the Depositary, such removal to take effect the later of (i) the
90th
day
after such notice of removal is first provided and (ii) the appointment of
a
successor depositary and its acceptance of such appointment as hereinafter
provided. Notwithstanding the foregoing, if upon the resignation or removal
of
the Depositary a successor depositary is not appointed within the applicable
45-day period (in the case of resignation) or 90-day period (in the case
of
removal) as specified in paragraph (17) of the form of ADR, then the Depositary
may elect to terminate this Deposit Agreement and the ADR and the provisions
of
said paragraph (17) shall thereafter govern the Depositary’s obligations
hereunder. In case at any time the Depositary acting hereunder shall resign
or
be removed, the Bank shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Bank an instrument in writing
accepting its appointment hereunder, and thereupon such successor depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor. The predecessor depositary,
only upon payment of all sums due to it and on the written request of the
Bank,
shall (i) execute and deliver an instrument transferring to such successor
all
rights and powers of such predecessor hereunder (other than its rights to
indemnification and fees owing, each of which shall survive any such removal
and/or resignation), (ii) duly assign, transfer and deliver all right,
title and interest to the Deposited Securities to such successor, and (iii)
deliver to such successor a list of the Holders of all outstanding ADRs.
Any
such successor depositary shall promptly mail notice of its appointment to
such
Holders. Any bank or trust company into or with which the Depositary may
be
merged or consolidated, or to which the Depositary shall transfer substantially
all its American depositary receipt business, shall be the successor of the
Depositary without the execution or filing of any document or any further
act.
14.
Reports.
On or
before the first date on which the Bank makes any communication available
to
holders of Deposited Securities or any securities regulatory authority or
stock
exchange, by publication or otherwise, the Bank shall transmit to the Depositary
a copy thereof in English or with an English translation or summary. The
Bank
has delivered to the Depositary, the Custodian and any Transfer Office, a
copy
of all provisions of or governing the Shares and any other Deposited Securities
issued by the Bank or any affiliate of the Bank and, promptly upon any change
thereto, the Bank shall deliver to the Depositary, the Custodian and any
Transfer Office, a copy (in English or with an English translation) of such
provisions as so changed. The Depositary and its agents may rely upon the
Bank's
delivery thereof for all purposes of this Deposit Agreement.
15.
Additional
Shares.
Neither
the Bank nor any company controlling, controlled by or under common control
with
the Bank shall issue additional Shares, rights to subscribe for Shares,
securities convertible into or exchangeable for Shares or rights to subscribe
for any such securities or shall deposit any Shares under this Deposit
Agreement, except under circumstances complying in all respects with the
Securities Act of 1933. The Depositary will use reasonable efforts to comply
with written instructions of the Bank not to accept for deposit hereunder
any
Shares identified in such instructions at such times and under such
circumstances as may reasonably be specified in such instructions in order
to
facilitate the Bank's compliance with securities laws in the United
States.
6
16.
Indemnification.
The
Bank shall indemnify, defend and save harmless each of the Depositary and
its
agents against any loss, liability or expense (including reasonable fees
and
expenses of counsel) which may arise out of acts performed or omitted, in
connection with the provisions of this Deposit Agreement and of the ADRs,
as the
same may be amended, modified or supplemented from time to time in accordance
herewith (i) by either the Depositary or its agents or their respective
directors, employees, agents and affiliates, except, subject to the penultimate
paragraph of this Section 16, for any liability or expense directly arising
out
of the negligence or bad faith of the Depositary, or (ii) by the Bank or
any of
its directors, employees, agents or affiliates.
The
indemnities set forth in the preceding paragraph shall also apply to any
liability or expense which may arise out of any misstatement or alleged
misstatement or omission or alleged omission in any registration statement,
proxy statement, prospectus (or placement memorandum), or preliminary prospectus
(or preliminary placement memorandum) relating to the offer or sale of ADSs,
except to the extent any such liability or expense arises out of (i) information
relating to the Depositary or its agents (other than the Bank), as applicable,
furnished in writing by the Depositary and not changed or altered by the
Bank
expressly for use in any of the foregoing documents or (ii) if such information
is provided, the failure to state a material fact necessary to make the
information provided not misleading.
Except
as
provided in the next succeeding paragraph, the Depositary shall indemnify,
defend and save harmless the Bank against any loss, liability or expense
(including reasonable fees and expenses of counsel) incurred by the Bank
in
respect of this Deposit Agreement to the extent such loss, liability or expense
is due to the negligence or bad faith of the Depositary.
Notwithstanding
any other provision of this Deposit Agreement or the ADRs to the contrary,
neither the Bank nor the Depositary, nor any of their agents, shall be liable
to
the other for any indirect, special, punitive or consequential damages
(collectively "Special Damages") except (i) to the extent such Special Damages
arise from the gross negligence or willful misconduct of the party from whom
indemnification is sought or (ii) to the extent Special Damages arise from
or
out of a claim brought by a third party (including, without limitation, Holders)
against the Depositary or its agents, except to the extent such Special Damages
arise out of the gross negligence or willful misconduct of the party seeking
indemnification hereunder
The
obligations set forth in this Section 16 shall survive the termination of
this
Deposit Agreement and the succession or substitution of any indemnified
person.
17.
Notices.
Notice
to any Holder shall be deemed given when first mailed, first class postage
prepaid, to the address of such Holder on the ADR Register or received by
such
Holder. Notice to the Depositary or the Bank shall be deemed given when first
received by it at the address or facsimile transmission number set forth
in (a)
or (b), respectively, or at such other address or facsimile transmission
number
as either may specify to the other by written notice:
7
|
(a)
|
JPMorgan
Chase Bank, N.A.
|
Four
New
York Plaza
New
York,
New York 10004
Attention:
ADR Administration
Fax:
(212) 623-0079
|
(b)
|
Banco
Santander-Chile
|
Bandera
140
Santiago,
Chile
Attention:
Robert Moreno
Fax:
+56
697-3855
18.
Miscellaneous.
This
Deposit Agreement is for the exclusive benefit of the Bank, the Depositary,
the
Holders, and their respective successors hereunder, and shall not give any
legal
or equitable right, remedy or claim whatsoever to any other person. The Holders
and owners of ADRs from time to time shall be parties to this Deposit Agreement
and shall be bound by all of the provisions hereof. If any such provision
is
invalid, illegal or unenforceable in any respect, the remaining provisions
shall
in no way be affected thereby. This Deposit Agreement may be executed in
any
number of counterparts, each of which shall be deemed an original and all
of
which shall constitute one instrument.
19.
Consent
to Jurisdiction.
The
Bank irrevocably agrees that any legal suit, action or proceeding against
the
Bank brought by the Depositary or any Holder, arising out of or based upon
this
Deposit Agreement or the transactions contemplated hereby, may be instituted
in
any state or federal court in New York, New York, and irrevocably waives
any
objection which it may now or hereafter have to the laying of venue of any
such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of
such
courts in any such suit, action or proceeding. The Bank also irrevocably
agrees
that any legal suit, action or proceeding against the Depositary brought
by the
Bank, arising out of or based upon this Deposit Agreement or the transactions
contemplated hereby, may only be instituted in a state or federal court in
New
York, New York. The Bank has appointed Puglisi & Associates, 850 Library
Ave., Ste. 204 Newark, Delaware, as its authorized agent (the "Authorized
Agent") upon which process may be served in any such action arising out of
or
based on this Deposit Agreement or the transactions contemplated hereby which
may be instituted in any state or federal court in New York, New York by
the
Depositary or any Holder, and waives any other requirements of or objections
to
personal jurisdiction with respect thereto. The Bank represents and warrants
that the Authorized Agent has agreed to act as said agent for service of
process, and the Bank agrees to take any and all action, including the filing
of
any and all documents and instruments, that may be necessary to continue
such
appointment in full force and effect as aforesaid. Service of process upon
the
Authorized Agent and written notice of such service to the Bank shall be
deemed,
in every respect, effective service of process upon the Bank. If, for any
reason, the Authorized Agent named above or its successor shall no longer
serve
as agent of the Bank to receive service of process in New York, the Bank
shall
promptly appoint a successor acceptable to the Depositary, so as to serve
and
will promptly advise the Depositary thereof. In the event the Bank fails
to
continue such designation and appointment in full force and effect, the Bank
hereby waives personal service of process upon it and consents that any such
service of process may be made by certified or registered mail, return receipt
requested, directed to the Bank at its address last specified for notices
hereunder, and service so made shall be deemed completed five (5) days after
the
same shall have been so mailed. Notwithstanding the foregoing, any action
based
on this Agreement may be instituted by the Depositary or any Holder in any
competent court in Chile.
8
To
the
extent that the Bank or any of its properties, assets or revenues may have
or
may hereafter be entitled to, or have attributed to it, any right of immunity,
on the grounds of sovereignty or otherwise, from any legal action, suit or
proceeding, from the giving of any relief in any respect thereof, from setoff
or
counterclaim, from the jurisdiction of any court, from service of process,
from
attachment upon or prior to judgment, from attachment in aid of execution
or
judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect
to
its obligations, liabilities or other matter under or arising out of or in
connection with the Shares or Deposited Securities, the ADSs, the ADRs or
this
Agreement, the Bank, to the fullest extent permitted by law, hereby irrevocably
and unconditionally waives, and agrees not to plead or claim, any such immunity
and consents to such relief and enforcement.
20. Amendment
and Restatement of Old Deposit Agreement.
The
Deposit Agreement amends and restates the Old Deposit Agreement in its entirety
to consist exclusively of the Deposit Agreement, and each Old Receipt is
hereby
deemed amended and restated to substantially conform to the form of ADR set
forth in Exhibit A annexed hereto, except that, to the extent any portion
of
either such amendment and restatement would prejudice any substantial existing
right of owners of Old Receipts, such portion shall not become effective
as to
such owners until 30 days after such owners shall have received notice thereof,
such
notice
to
be conclusively deemed given upon the mailing to such owners of notice of
such
amendment and restatement which notice contains a provision whereby such
owners
can receive a copy of the form of ADR.
9
IN
WITNESS WHEREOF, BANCO SANTANDER-CHILE and JPMORGAN CHASE BANK, N.A. have
duly
executed this Deposit Agreement as of the day and year first above set forth
and
all holders of ADRs shall become parties hereto upon acceptance by them of
ADRs
issued in accordance with the terms hereof.
|
BANCO
SANTANDER-CHILE
|
|
|
By:
_____________________
|
|
|
Name:
|
|
|
|
Title:
|
|
JPMORGAN
CHASE BANK, N.A.
|
|
|
By:
_____________________
|
|
|
Name:
|
|
|
Title:
Vice President
|
10
EXHIBIT
A
ANNEXED
TO AND INCORPORATED IN
DEPOSIT
AGREEMENT
[FORM
OF
FACE OF ADR]
|
___
|
No.
of ADSs:
|
|
Number
|
|
|
____________
|
|
|
Each
ADS represents
|
|
|
1,039
Shares
|
|
|
CUSIP:
|
AMERICAN
DEPOSITARY RECEIPT
evidencing
AMERICAN
DEPOSITARY SHARES
representing
SHARES
OF
COMMON STOCK
of
BANCO
SANTANDER-CHILE
(Incorporated
under the laws of the Republic of Chile)
JPMORGAN
CHASE BANK, N.A., a national banking association organized under the laws
of the
United States of America , as depositary hereunder (the "Depositary"), hereby
certifies that
is the
registered owner (a "Holder") of
American
Depositary Shares ("ADSs"), each (subject to paragraph (13)) representing
1,039
shares of common stock (including the rights to receive Shares described
in
paragraph (1), "Shares" and, together with any other securities, cash or
property from time to time held by the Depositary in respect or in lieu of
deposited Shares, the "Deposited Securities"), of Banco Santander-Chile,
a
corporation organized under the laws of the Republic of Chile (the "Bank"),
deposited under the Amended and Restated Deposit Agreement dated as of August
4,
2008 (as amended from time to time, the "Deposit Agreement") among the Bank,
the
Depositary and all Holders from time to time of American Depositary Receipts
issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party
thereto. The Deposit Agreement and this ADR (which includes the provisions
set
forth on the reverse hereof) shall be governed by and construed in accordance
with the laws of the State of New York.
A-1
(1)
Issuance
of ADRs.
This
ADR is one of the ADRs issued under the Deposit Agreement.
Subject to paragraph (4), the Depositary may so issue ADRs for delivery at
the
Transfer Office (defined in paragraph (3)) only against deposit of: (a) Shares
in form satisfactory to the Custodian; (b) rights to receive Shares from
the
Bank or any registrar, transfer agent, clearing agent or other entity recording
Share ownership or transactions; or, (c) other rights to receive Shares (until
such Shares are actually deposited pursuant to (a) or (b) above, "Pre-released
ADRs") only if (i) Pre-released ADRs are fully collateralized (marked to
market
daily) with cash, government securities or such other collateral as the
Depositary deems appropriate held by the Depositary for the benefit of Holders
(but such collateral shall not constitute "Deposited Securities"), (ii) each
recipient of Pre-released ADRs represents and agrees in writing with the
Depositary that such recipient or its customer (a) beneficially owns such
Shares, (b) assigns all beneficial right, title and interest therein to the
Depositary, (c) holds such Shares for the account of the Depositary and (d)
will
deliver such Shares to the Custodian as soon as practicable and promptly
upon
demand therefor and (iii) all Pre-released ADRs evidence not more than 30%
of
all ADSs (excluding those evidenced by Pre-released ADRs), provided,
however,
that
the Depositary reserves the right to change or disregard such limit from
time to
time as it deems reasonably appropriate under the circumstances. The Depositary
may retain for its own account any earnings on collateral for Pre-released
ADRs
and its charges for issuance thereof. At the request, risk and expense of
the
person depositing Shares, the Depositary may accept deposits for forwarding
to
the Custodian and may deliver ADRs at a place other than its office. Every
person depositing Shares under the Deposit Agreement represents and warrants
that such Shares are validly issued and outstanding, fully paid, nonassessable
and free of pre-emptive rights, that the person making such deposit is duly
authorized so to do and that such Shares (A) are not "restricted securities"
as
such term is defined in Rule 144 under the Securities Act of 1933 unless
at the
time of deposit they may be freely transferred in accordance with Rule 144(k)
and may otherwise be offered and sold freely in the United States or (B)
have
been registered under the Securities Act of 1933. Such representations and
warranties shall survive the deposit of Shares and issuance of ADRs. The
Depositary will not knowingly accept for deposit under the Deposit Agreement
any
Shares required to be registered under the Securities Act of 1933 and not
so
registered; the Depositary may refuse to accept for such deposit any Shares
identified by the Bank in order to facilitate the Bank's compliance with
such
Act.
(2)
Withdrawal
of Deposited Securities.
Subject
to paragraphs (4) and (5) and the provisions of or governing Deposited
Securities, upon surrender of (i) a certificated ADR in form satisfactory
to the
Depositary at the Transfer Office or (ii) proper instructions and documentation
in the case of a Direct Registration ADR, the Holder hereof is entitled to
delivery at the Custodian's office of the Deposited Securities at the time
represented by the ADSs evidenced by this ADR. At the request, risk and expense
of the Holder hereof, the Depositary may deliver such Deposited Securities
at
such other place as may have been requested by the Holder. Simultaneously
with
the delivery of Deposited Securities to or upon the order of the person or
persons specified in the Withdrawal Order, the Custodian, pursuant to the
Foreign Investment Contract, will issue or cause to be issued to such person
or
persons a certificate which states that the Deposited Securities have been
transferred to such person or persons by the Depositary and that the Depositary
waives in favor of such person or persons the right of access to the formal
foreign exchange market relating to such withdrawn Deposited Securities.
Directions shall be given by letter or, at the request, risk and expense
of the
Holder, by cable, telex or facsimile transmission. Delivery of Deposited
Securities may be made by the delivery of certificates, to the extent such
Deposited Securities may be represented by certificates, which, if required
by
law, shall be properly endorsed or accompanied by properly executed instruments
of transfer, and if such certificates may be so registered, registered in
the
name of such Holder, or as ordered by such Holder or properly endorsed or
accompanied by proper instruments of transfer and, to the extent that the
provisions of or governing Deposited Securities make delivery of certificates
therefor impracticable, by such delivery as the Depositary may reasonably
effect, including, without limitation, by transfer of record ownership thereof
to an account designated by the Holder maintained either by the Bank or an
accredited intermediary, such as a bank, acting as a registrar for the Deposited
Securities.
A-2
For
purposes of tax rulings dated January 29, 1990 and October 1, 1999 issued
by the
Chilean Servicio de Impuestos Internos regarding certain tax matters relating
to
ADSs and ADRs, the acquisition value of any Share or other Deposited Securities
upon its withdrawal by a Holder upon surrender of the corresponding ADR shall
be
the highest reported sale price of such Share or other Deposited Securities
on
the Bolsa
de Comercio de Santiago, Bolsa de Valores (the
“Santiago Stock Exchange”) on the date on which the transfer of such Share or
other Deposited Securities from the Depositary to such Holder is recorded
on the
books of the Bank or its agent. In the event that the Shares or other
Deposited Securities are not then traded on the Santiago Stock Exchange,
such
value shall be the highest reported sales price on the principal stock exchange
or other organized securities market in Chile on which such Shares or other
Deposited Securities are then traded. In the event that no such sales
price is reported on the day on which such transfer is recorded on the books
of
the Bank or its agent, such value shall be deemed to be the highest sale
price
reported on the last day on which such sales price was reported, provided
that
if such day is more than 30 days prior to the date of such transfer, such
price
shall be increased (or decreased) by the percentage increase (or decrease)
over
the corresponding period in the Chilean consumer price index as reported
by the
pertinent governmental authority of Chile. Notwithstanding the foregoing,
in the
event that the exchanged Shares are sold by the Holder on a Chilean stock
exchange on the same day on which the transfer is recorded on the books of
the
Bank or within the two Chilean business days prior to the date on which the
sale
is recorded on those books, the acquisition price of such exchanged Shares
shall
be the price registered in the invoice issued by the stockbroker that
participated in the sale transaction.. Notwithstanding any other provision
of
the Deposit Agreement or this ADR, the withdrawal of Deposited Securities
may be
restricted only for the reasons set forth in General Instruction I.A.(1)
of Form
F-6 (as such instructions may be amended from time to time) under the Securities
Act of 1933.
(3)
Transfers
of ADRs.
The
Depositary or its agent will keep, at a designated transfer office (the
"Transfer Office"), (a) a register (the "ADR Register") for the registration,
registration of transfer, combination and split-up of ADRs, and, in the case
of
Direct Registration ADRs, shall include the Direct Registration System, which
at
all reasonable times will be open for inspection by Holders and the Bank
for the
purpose of communicating with Holders in the interest of the business of
the
Bank or a matter relating to the Deposit Agreement and (b) facilities for
the
delivery and receipt of ADRs. The term ADR Register includes the Direct
Registration System. Title to this ADR (and to the Deposited Securities
represented by the ADSs evidenced hereby), when properly endorsed (in the
case
of ADRs in certificated form) or upon delivery to the Depositary of proper
instruments of transfer, is transferable by delivery with the same effect
as in
the case of negotiable instruments under the laws of the State of New York;
provided
that the
Depositary, notwithstanding any notice to the contrary, may treat the person
in
whose name this ADR is registered on the ADR Register as the absolute owner
hereof for all purposes and neither the Depositary nor the Bank will have
any
obligation or be subject to any liability under the Deposit Agreement to
any
holder of an ADR, unless such holder is the Holder thereof. Subject to
paragraphs (4) and (5), this ADR is transferable on the ADR Register and
may be
split into other ADRs or combined with other ADRs into one ADR, evidencing
the
aggregate number of ADSs surrendered for split-up or combination, by the
Holder
hereof or by duly authorized attorney upon surrender of this ADR at the Transfer
Office properly endorsed (in the case of ADRs in certificated form) or upon
delivery to the Depositary of proper instruments of transfer and duly stamped
as
may be required by applicable law; provided
that the
Depositary may close the ADR Register at any time or from time to time when
deemed expedient by it or requested by the Bank. At the request of a Holder,
the
Depositary shall, for the purpose of substituting a certificated ADR with
a
Direct Registration ADR, or vice versa, execute and deliver a certificated
ADR
or a Direct Registration ADR, as the case may be, for any authorized number
of
ADSs requested, evidencing the same aggregate number of ADSs as those evidenced
by the certificated ADR or Direct Registration ADR, as the case may be,
substituted.
A-3
(4)
Certain
Limitations.
Prior
to the issue, registration, registration of transfer, split-up or combination
of
any ADR, the delivery of any distribution in respect thereof, or, subject
to the
last sentence of paragraph (2), the withdrawal of any Deposited Securities,
and
from time to time in the case of clause (b)(ii) of this paragraph (4), the
Bank,
the Depositary or the Custodian may require: (a) payment with respect thereto
of
(i) any stock transfer or other tax or other governmental charge, (ii) any
stock
transfer or registration fees in effect for the registration of transfers
of
Shares or other Deposited Securities upon any applicable register and (iii)
any
applicable charges as provided in paragraph (7) of this ADR; (b) the production
of proof satisfactory to it of (i) the identity of any signatory and genuineness
of any signature and (ii) such other information, including without limitation,
information as to citizenship, residence, exchange control approval, beneficial
ownership of any securities, compliance with applicable law, regulations,
provisions of or governing Deposited Securities and terms of the Deposit
Agreement and this ADR, as it may deem necessary or proper; and (c) compliance
with such regulations as the Depositary may establish consistent with the
Deposit Agreement including without limitation any regulations deemed necessary
or desirable by the Depositary or the Custodian to facilitate compliance
with
any applicable rules or regulations of the Central Bank or the SVS. The issuance
of ADRs, the acceptance of deposits of Shares, the registration, registration
of
transfer, split-up or combination of ADRs or, subject to the last sentence
of
paragraph (2), the withdrawal of Deposited Securities may be suspended,
generally or in particular instances, when the ADR Register or any register
for
Deposited Securities is closed or when any such action is deemed advisable
by
the Depositary.
A-4
(5)
Taxes.
If any
tax or other governmental charge shall become payable by or on behalf of
the
Custodian or the Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution thereon, such
tax
or other governmental charge shall be paid by the Holder hereof to the
Depositary. The Depositary may refuse to effect any registration, registration
of transfer, split-up or combination hereof or, subject to the last sentence
of
paragraph (2), any withdrawal of such Deposited Securities until such payment
is
made. The Depositary may also deduct from any distributions on or in respect
of
Deposited Securities, or may sell by public or private sale for the account
of
the Holder hereof any part or all of such Deposited Securities (after attempting
by reasonable means to notify the Holder hereof prior to such sale), and
may
apply such deduction or the proceeds of any such sale in payment of such
tax or
other governmental charge, the Holder hereof remaining liable for any
deficiency, and shall reduce the number of ADSs evidenced hereby to reflect
any
such sales of Shares. In connection with any distribution to Holders, the
Bank
will remit to the appropriate governmental authority or agency all amounts
(if
any) required to be withheld and owing to such authority or agency by the
Bank;
and the Depositary and the Custodian will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing
to
such authority or agency by the Depositary or the Custodian. If the Depositary
determines that any distribution in property other than cash (including Shares
or rights) on Deposited Securities is subject to any tax that the Depositary
or
the Custodian is obligated to withhold, the Depositary may dispose of all
or a
portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes, by public or private sale,
and the Depositary shall distribute the net proceeds of any such sale or
the
balance of any such property after deduction of such taxes to the Holders
entitled thereto. Each Holder of an ADR or an interest therein agrees to
indemnify the Depositary, the Bank, the Custodian and any of their respective
directors, employees, agents and affiliates against, and hold each of them
harmless from, any claims by any governmental authority with respect to taxes,
additions to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit
obtained.
(6)
Disclosure
of Interests.
To the
extent that the provisions of or governing any Deposited Securities (including,
without limitation, the Bank's estatutos
or
applicable law) may require disclosure of or impose limits on beneficial
or
other ownership of Deposited Securities, other Shares and other securities
and
may provide for blocking transfer, voting or other rights to enforce such
disclosure or limits, Holders and all persons holding ADRs agree to comply
with
all such disclosure requirements and ownership limitations and to comply
with
any reasonable Bank instructions in respect thereof. The Bank reserves the
right
to instruct Holders to deliver their ADSs for cancellation and withdrawal
of the
Deposited Securities so as to permit the Bank to deal directly with the Holder
thereof as a holder of Shares and Holders agree to comply with such
instructions. The Depositary agrees to cooperate with the Bank in its efforts
to
inform Holders of the Bank's exercise of its rights under this paragraph
and
agrees to consult with, and provide reasonable assistance without risk,
liability or expense on the part of the Depositary, to the Bank on the manner
or
manners in which it may enforce such rights with respect to any
Holder.
A-5
(7)
Charges
of Depositary.
The
Depositary may collect from (i) each person to whom ADSs are
issued, including, without limitation, issuances against deposits of
Shares, issuances in respect of Share Distributions, Rights and Other
Distributions (as such terms are defined in paragraph (10)), issuances
pursuant to a stock dividend or stock split declared by the Bank, or issuances
pursuant to a merger, exchange of securities or any other transaction or
event affecting the ADSs or the Deposited Securities, and (ii) each person
surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are
cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or
portion thereof) issued, delivered, reduced, cancelled or surrendered (as
the case may be). The Depositary may sell (by public or private sale) sufficient
securities and property received in respect of Share Distributions, Rights
and
Other Distributions prior to such deposit to pay such charge. The following
additional charges shall be incurred by the Holders, by any party depositing
or
withdrawing Shares or by any party surrendering ADSs, to whom ADSs are issued
(including, without limitation, issuance pursuant to a stock dividend or
stock
split declared by the Bank or an exchange of stock regarding the ADSs or
the
Deposited Securities or a distribution of ADSs pursuant to paragraph (10)),
whichever is applicable (i) a fee of U.S.$0.02 or less per ADS for any Cash
distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50
per
ADR or ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a
fee for
the distribution or sale of securities pursuant to paragraph (10) hereof,
such
fee being in an amount equal to the fee for the execution and delivery of
ADSs
referred to above which would have been charged as a result of the deposit
of
such securities (for purposes of this paragraph (7) treating all such securities
as if they were Shares) but which securities or the net cash proceeds from
the
sale thereof are instead distributed by the Depositary to Holders entitled
thereto, (iv)
an
aggregate fee of up to U.S.$0.02 per ADS per calendar year (or portion thereof)
for services performed by the Depositary in administering the ADRs (which
fee
may be charged on a periodic basis during each calendar year and shall be
assessed against Holders as of the record date or record dates set by the
Depositary during each calendar year and shall be payable at the sole discretion
of the Depositary by billing such Holders or by deducting such charge from
one
or more cash dividends or other cash distributions), and (v) such fees, expenses
and charges as are incurred or payable by the Depositary (including, without
limitation, expenses incurred on behalf of Holders in connection with compliance
with foreign exchange control regulations or any Chilean law or regulation
relating to foreign investment in the Republic of Chile) or its agents and
their
respective agents, including, without limitation, the Custodian, in connection
with the servicing of the Shares or other Deposited Securities, the delivery
of
Deposited Securities or otherwise in connection with the Depositary's or
its
Custodian's (or any of their respective agents) compliance with applicable
law,
rule or regulation (which amount shall be assessed against Holders as of
the
record date or dates set by the Depositary and shall be payable at the sole
discretion of the Depositary by billing such Holders or by deducting such
charge
from one or more cash dividends or other cash distributions). The Bank will
pay
all other charges and expenses of the Depositary and any agent of the Depositary
(except the Custodian) pursuant to agreements from time to time between the
Bank
and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing
Shares), (ii) cable, telex and facsimile transmission and delivery charges
incurred at the request of persons depositing, or Holders delivering Shares,
ADRs or Deposited Securities (which are payable by such persons or Holders),
(iii) transfer or registration fees for the registration or transfer of
Deposited Securities on any applicable register in connection with the deposit
or withdrawal of Deposited Securities (which are payable by persons depositing
Shares or Holders withdrawing Deposited Securities; there are no such fees
in
respect of the Shares as of the date of the Deposit Agreement), and (iv)
expenses of the Depositary in connection with the conversion of foreign currency
into U.S. dollars (which are paid out of such foreign currency). Such charges
may at any time and from time to time be changed by agreement between the
Bank
and the Depositary.
A-6
(8)
Available
Information.
The
Deposit Agreement, the provisions of or governing Deposited Securities and
any
written communications from the Bank, which are both received by the Custodian
or its nominee as a holder of Deposited Securities and made generally available
to the holders of Deposited Securities, are available for inspection by Holders
at the offices of the Depositary and the Custodian and at the Transfer Office.
The Depositary will distribute copies of such communications (or English
translations or summaries thereof) to Holders when furnished by the Bank.
The
Bank is subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 and accordingly files certain reports with the United
States Securities and Exchange Commission (the "Commission"). Such reports
and
other information may be inspected and copied at public reference facilities
maintained by the Commission located at the date hereof at 100 F Street,
NE,
Washington, DC 20549.
(9)
Execution.
This
ADR shall not be valid for any purpose unless executed by the Depositary
by the
manual or facsimile signature of a duly authorized officer of the
Depositary.
Dated:
|
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
|
By
..................................................
|
|
|
|
Authorized
Officer
|
The
Depositary's office is located at 4 New York Plaza, New York, New York
10004.
A-7
[FORM
OF
REVERSE OF ADR]
(10)
Distributions
on Deposited Securities.
Subject
to paragraphs (4) and (5), to the extent practicable, the Depositary will
distribute to each Holder entitled thereto on the record date set by the
Depositary therefor at such Holder's address shown on the ADR Register, in
proportion to the number of Deposited Securities (on which the following
distributions on Deposited Securities are received by the Custodian) represented
by ADSs evidenced by such Holder's ADRs: (a) Cash.
Any
U.S. dollars available to the Depositary resulting from a cash dividend or
other
cash distribution or the net proceeds of sales of any other distribution
or
portion thereof authorized in this paragraph (10) ("Cash"), on an averaged
or
other practicable basis, subject to (i) appropriate adjustments for taxes
withheld, (ii) such distribution being impermissible or impracticable with
respect to certain Holders, and (iii) deduction of the Depositary's expenses
in
(1) converting any foreign currency to U.S. dollars by sale or in such other
manner as the Depositary may determine to the extent that it determines that
such conversion may be made on a reasonable basis, (2) transferring foreign
currency or U.S. dollars to the United States by such means as the Depositary
may determine to the extent that it determines that such transfer may be
made on
a reasonable basis, (3) obtaining any approval or license of any governmental
authority required for such conversion or transfer, which is obtainable at
a
reasonable cost and within a reasonable time and (4) making any sale by public
or private means in any commercially reasonable manner. (b) Shares.
(i)
Additional ADRs evidencing whole ADSs representing any Shares available to
the
Depositary resulting from a dividend or free distribution on Deposited
Securities consisting of Shares (a "Share Distribution") and (ii) U.S. dollars
available to it resulting from the net proceeds of sales of Shares received
in a
Share Distribution, which Shares would give rise to fractional ADSs if
additional ADRs were issued therefor, as in the case of Cash. (c) Rights.
(i)
Warrants or other instruments in the discretion of the Depositary representing
rights to acquire additional ADRs in respect of any rights to subscribe for
additional Shares or rights of any nature available to the Depositary as
a
result of a distribution on Deposited Securities ("Rights"), to the extent
that
the Bank timely furnishes to the Depositary evidence satisfactory to the
Depositary that the Depositary may lawfully distribute the same (the Bank
has no
obligation to so furnish such evidence), or (ii) to the extent the Bank does
not
so furnish such evidence and sales of Rights are practicable, any U.S. dollars
available to the Depositary from the net proceeds of sales of Rights as in
the
case of Cash, or (iii) to the extent the Bank does not so furnish such evidence
and such sales cannot practicably be accomplished by reason of the
nontransferability of the Rights, limited markets therefor, their short duration
or otherwise, nothing (and any Rights may lapse). (d) Other
Distributions.
(i)
Securities or property available to the Depositary resulting from any
distribution on Deposited Securities other than Cash, Share Distributions
and
Rights ("Other Distributions"), by any means that the Depositary may deem
equitable and practicable, or (ii) to the extent the Depositary deems
distribution of such securities or property not to be equitable and practicable,
any U.S. dollars available to the Depositary from the net proceeds of sales
of
Other Distributions as in the case of Cash. Such U.S. dollars available will
be
distributed by checks drawn on a bank in the United States for whole dollars
and
cents. Fractional cents will be withheld without liability and dealt with
by the
Depositary in accordance with its then current practices.
(11)
Record
Dates.
The
Depositary shall fix a record date for the determination of the Holders who
shall be responsible for the fee assessed by the Depositary for administration
of the ADR program and for any expenses provided for in paragraph (7) hereof
as
well as for the determination of the Holders who shall be entitled to receive
any distribution on or in respect of Deposited Securities, to give instructions
for the exercise of any voting rights, to receive any notice or to act in
respect of other matters and only such Holders shall be so entitled or
obligated. To the extent the record date to be set by the Depositary relates
to
a record date set by the Bank, the Depositary shall consult with the Bank
if
practicable prior to setting its record date and shall attempt to set such
record date as close as practicable to the corresponding record date set
by the
Bank.
A-8
(12)
Voting
of Deposited Securities.
As soon
as practicable after receipt from the Bank of notice of any meeting or
solicitation of consents or proxies of holders of Shares or other Deposited
Securities, the Depositary shall distribute to Holders a notice stating (a)
such
information as is contained in such notice and any solicitation materials,
(b)
that each Holder on the record date set by the Depositary therefor will,
subject
to any applicable provisions of Chilean law, be entitled to instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to
the
Deposited Securities represented by the ADSs evidenced by such Holder's ADRs
and
(c) the manner in which such instructions may be given, including instructions
to give a discretionary proxy to a person designated by the Bank. Upon receipt
of instructions of a Holder on such record date in the manner and on or before
the date established by the Depositary for such purpose, the Depositary shall
endeavor insofar as practicable and permitted under the provisions of or
governing Deposited Securities to vote or cause to be voted the Deposited
Securities represented by the ADSs evidenced by such Holder's ADRs in accordance
with such instructions. The Depositary will not itself exercise any voting
discretion in respect of any Deposited Securities. If any requirement of
Chilean
law, of the estatutos
of the
Bank, or of any securities exchange on which Shares, other Deposited Securities,
ADRs or the ADSs evidenced thereby are listed does not permit the Depositary
to
vote (or to vote on any particular matter) in accordance with instructions
received from Holders, the Depositary shall vote the Shares or other Deposited
Securities as required by such law, estatutos
or
securities exchange, or, if no manner of voting is so required, in a manner
permitted thereby that the Depositary determines in its sole discretion
(following consultation with the Bank) to most fairly give effect to the
instructions received with respect to such vote. There is no guarantee that
Holders generally or any Holder in particular will receive the notice described
above with sufficient time to enable such Holder to return any voting
instructions to the Depositary in a timely manner.
(13)
Changes
Affecting Deposited Securities.
Subject
to paragraphs (4) and (5), the Depositary may, in its discretion, amend this
ADR
or distribute additional or amended ADRs (with or without calling this ADR
for
exchange) or cash, securities or property on the record date set by the
Depositary therefor to reflect any change in par value, split-up, consolidation,
cancellation or other reclassification of Deposited Securities, any Share
Distribution or Other Distribution not distributed to Holders or any cash,
securities or property available to the Depositary in respect of Deposited
Securities from (and the Depositary is hereby authorized to surrender any
Deposited Securities to any person and, irrespective of whether such Deposited
Securities are surrendered or otherwise cancelled by operation of law, rule,
regulation or otherwise, to sell by public or private sale any property received
in connection with) any recapitalization, reorganization, merger, consolidation,
liquidation, receivership, bankruptcy or sale of all or substantially all
the
assets of the Bank, and to the extent the Depositary does not so amend this
ADR
or make a distribution to Holders to reflect any of the foregoing, or the
net
proceeds thereof, whatever cash, securities or property results from any
of the
foregoing shall constitute Deposited Securities and each ADS evidenced by
this
ADR shall automatically represent its pro rata interest in the Deposited
Securities as then constituted.
A-9
(14)
Exoneration.
The
Depositary, the Bank, their agents and each of them shall: (a) incur no
liability (i) if any present or future law, rule, regulation, fiat, order
or
decree of the United States, Chile or any other country, or of any securities
exchange or market or automated quotation system or any governmental or
regulatory authority (including any action that may constitute a breach by
the
Central Bank of its obligations under the Foreign Investment Contract), or
by
reason of any provision, present or future, of the Foreign Investment Contract
or, in the case of the Depositary or its agents, the estatutos
of the
Bank or the provisions of or governing any Deposited Securities, any present
or
future provision of the Bank's charter, any act of God, war, terrorism or
other
circumstance beyond its control shall prevent, delay or subject to any civil
or
criminal penalty
any act which the Deposit Agreement or this ADR provides shall be done or
performed by
it or
them (including, without limitation, voting pursuant to paragraph (12) hereof),
or (ii) by reason of any exercise or failure to exercise any discretion given
it
in the Deposit Agreement or this ADR; (b) assume no liability except to perform
its obligations to the extent they are specifically set forth in this ADR
and
the Deposit Agreement without gross negligence or bad faith; (c) in the case
of
the Depositary and its agents, be under no obligation to appear in, prosecute
or
defend any action, suit or other proceeding in respect of any Deposited
Securities or this ADR; (d) in the case of the Bank and its agents hereunder
be
under no obligation to appear in, prosecute or defend any action, suit or
other
proceeding in respect of any Deposited Securities or this ADR, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory
to
it against all expense (including fees and disbursements of counsel) and
liability be furnished as often as may be required; or (e) not be liable
for any
action or inaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any
Holder, or any other person believed by it to be competent to give such advice
or information. The Depositary, its agents and the Bank may rely and shall
be
protected in acting upon any written notice, request, direction or other
document believed by them to be genuine and to have been signed or presented
by
the proper party or parties. The Depositary and its agents will not be
responsible for any failure to carry out any instructions to vote any of
the
Deposited Securities, for the manner in which any such vote is cast or for
the
effect of any such vote. The Depositary and its agents may own and deal in
any
class of securities of the Bank and its affiliates and in ADRs. Notwithstanding
anything to the contrary set forth in the Deposit Agreement or an ADR, the
Depositary and its agents may fully respond to any and all demands or requests
for information maintained by or on its behalf in connection with the Deposit
Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto
to
the extent such information is requested or required by or pursuant to any
lawful authority, including without limitation laws, rules, regulations,
administrative or judicial process, banking, securities or other regulators.
The
Depositary and the Bank shall not incur any liability for any tax consequences
that may be incurred by Holders and beneficial owners on account of their
ownership of the ADRs or ADSs. The Bank has agreed to indemnify the Depositary
and its agents under certain circumstances and the Depositary has agreed
to
indemnify the Bank under certain circumstances. Neither the Bank nor the
Depositary nor any of their respective agents shall be liable to Holders
or
beneficial owners of interests in ADSs for any indirect, special, punitive
or
consequential damages. No disclaimer of liability under the Securities Act
of
1933 is intended by any provision hereof.
A-10
(15)
Resignation
and Removal of Depositary; the Custodian.
The
Depositary may resign as Depositary by written notice of its election so
to do
delivered to the Bank, such resignation to take effect upon the appointment
of a successor depositary and its acceptance of such appointment as provided
in
the Deposit Agreement. The Depositary may at any time be removed by the
Bank by no less than 90 days prior written notice of such removal, to become
effective upon the later of (i) the 90th day after delivery of the notice
to the
Depositary and (ii) the appointment of a successor depositary and its acceptance
of such appointment as provided in the Deposit Agreement. The Depositary
may
appoint substitute or additional Custodians and the term "Custodian"
refers
to each Custodian or all Custodians as the context requires.
(16)
Amendment.
Subject
to the last sentence of paragraph (2), the ADRs and the Deposit Agreement
may be
amended by the Bank and the Depositary, provided
that any
amendment that imposes or increases any fees or charges (other than stock
transfer or other taxes and other governmental charges, transfer or registration
fees, cable, telex or facsimile transmission costs, delivery costs or other
such
expenses), or that shall otherwise prejudice any substantial existing right
of
Holders, shall become effective 30 days after notice of such amendment shall
have been given to the Holders. Every Holder of an ADR at the time any amendment
to the Deposit Agreement so becomes effective shall be deemed, by continuing
to
hold such ADR, to consent and agree to such amendment and to be bound by
the
Deposit Agreement as amended thereby. In no event shall any amendment impair
the
right of the Holder of any ADR to surrender such ADR and receive the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Any amendments or supplements which (i) are
reasonably necessary (as agreed by the Bank and the Depositary) in order
for (a)
the ADSs to be registered on Form F-6 under the Securities Act of 1933 or
(b)
the ADSs or Shares to be traded solely in electronic book-entry form and
(ii) do
not in either such case impose or increase any fees or charges to be borne
by
Holders, shall be deemed not to prejudice any substantial rights of Holders.
Notwithstanding the foregoing, if any governmental body or regulatory body
should adopt new laws, rules or regulations which would require amendment
or
supplement of the Deposit Agreement or the form of ADR to ensure compliance
therewith, the Bank and the Depositary may amend or supplement the Deposit
Agreement and the ADR at any time in accordance with such changed laws, rules
or
regulations. Such amendment or supplement to the Deposit Agreement in such
circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance.
(17)
Termination.
The
Depositary may, and shall at the written direction of the Bank, terminate
the
Deposit Agreement and this ADR by mailing notice of such termination to the
Holders at least 30 days prior to the date fixed in such notice for such
termination; provided, however, if the Depositary shall have (i) resigned
as
Depositary hereunder, notice of such termination by the Depositary shall
not be
provided to Holders unless a successor depositary shall not be operating
hereunder within 45 days of the date of such resignation, and (ii) been removed
as Depositary hereunder, notice of such termination by the Depositary shall
not
be provided to Holders unless a successor depositary shall not be operating
hereunder on the 90th
day
after the Bank's notice of removal was first provided to the Depositary.
After
the date so fixed for termination, the Depositary and its agents will perform
no
further acts under the Deposit Agreement and this ADR, except to receive
and
hold (or sell) distributions on Deposited Securities and deliver Deposited
Securities being withdrawn. As soon as practicable after the expiration of
six
months from the date so fixed for termination, the Depositary shall sell
the
Deposited Securities and shall thereafter (as long as it may lawfully do
so)
hold in a segregated account the net proceeds of such sales, together with
any
other cash then held by it under the Deposit Agreement, without liability
for
interest, in trust for the pro rata
benefit
of the Holders of ADRs not theretofore surrendered. After making such sale,
the
Depositary shall be discharged from all obligations in respect of the Deposit
Agreement and this ADR, except to account for such net proceeds and other
cash.
After the date so fixed for termination, the Bank shall be discharged from
all
obligations under the Deposit Agreement except for its obligations to the
Depositary and its agents.
A-11
(18)
Appointment.
Each
Holder and each person holding an interest in ADSs, upon acceptance of any
ADSs
(or any interest therein) issued in accordance with the terms and conditions
of
the Deposit Agreement shall be deemed for all purposes to (a) be a party
to and
bound by the terms of the Deposit Agreement and the applicable ADR(s), and
(b)
appoint the Depositary its attorney-in-fact, with full power to delegate,
to act
on its behalf and to take any and all actions contemplated in the Deposit
Agreement and the applicable ADR(s), to adopt any and all procedures necessary
to comply with applicable law and to take such action as the Depositary in
its
sole discretion may deem necessary or appropriate to carry out the purposes
of
the Deposit Agreement and the applicable ADR(s), the taking of such actions
to
be the conclusive determinant of the necessity and appropriateness
thereof.
(19)
Compliance
with Chilean Law.
Pursuant to Circular Letters of the SVS, Holders are deemed, for certain
purposes of Chilean law, to be treated as owners of Shares. Accordingly,
Holders shall, as a matter of Chilean law, be obligated and by holding ADSs
shall be deemed to agree to comply with the obligations that shareholders
have
in Chile including, without limitation, the requirements of Articles 12 and
54 and Title XV of Law 18,045 of Chile and the regulations issued by
the SVS in connection therewith.
Article 12
requires that, among other things, shareholders of a Chilean corporation
report
to the SVS and the stock exchanges in Chile on which those shares are
listed:
(i)
any
direct or indirect acquisition or sale of ADRs that results in the Holder
acquiring or ceasing to own, directly or indirectly, 10% or more of the total
share capital of such corporation; and
(ii)
any
direct or indirect acquisition or sale of shares or options to buy or sell
shares, in any amount, made by (a) a holder that owns shares representing
10% or more of such corporation’s shares or (b) a director, liquidator,
general manager, manager or holder of certain other offices of such
corporation.
In
addition, shareholders required to report under clause (i) or (ii)(a) above
must state in their report whether their purpose is to acquire control of
the corporation or if they are making a financial investment. A beneficial
owner of ADSs representing 10% or more of the Bank’s share capital will be
subject to the above reporting requirements under Chilean law.
Under
Article 54 of Law 18,045 of Chile and the regulations of the SVS,
persons or entities intending to acquire control, directly or indirectly
(as defined in Title XV of Law 18,045), of a publicly traded company,
including through acquisitions to be made through direct subscriptions or
private transactions, are required to inform the public of that intention
as
soon as negotiations regarding the change of control begin (i.e., when
information and documents concerning the target are delivered to the potential
acquirer), but in any case at least 10 Chilean Business Days before the date
on
which the transaction is to be completed, by publishing a notice in two Chilean
newspapers, which notice must disclose, among other information, the person
or
entity purchasing, the proposed price, and the status of any negotiations.
Before making the publication referred to in the preceding sentence, the
person or entity must send a written communication containing the same
information to be published to the target corporation, the controlling
corporation, the corporations controlled by the target corporation, the SVS
and
the Chilean stock exchanges on which the company’s securities are
listed.
A-12
In
addition to the foregoing, Article 54A of Law 18,045 of Chile requires that,
within the two Chilean Business Days following completion of the transactions
pursuant to which a person has acquired control of a publicly traded company,
(i) a notice must be published in the same newspapers in which the publication
referred to in Article 54 has been made and (ii) notices must be sent to
the
same persons indicated in Article 54.
Finally,
Title XV of Law 18,045 regulates public offerings for the acquisition
of shares of a publicly held Chilean stock company, including definitions,
mandatory public offerings, exemptions and the principal features and requisites
that such a process shall comply with.
A-13
Ziegler,
Ziegler & Associates LLP
Counselors
at Law
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
Telecopier
(212) 319-7605
July
31,
2008
JPMorgan
Chase Bank, N.A., as Depositary
4
New
York Plaza
New
York,
New York 10004
American
Depositary Shares
evidenced
by American Depositary Receipts
for
deposited common shares of
Banco
Santander-Chile
Dear
Sirs:
Referring
to the Registration Statement on Form F-6 relating to the above-entitled
American Depositary Shares ("ADSs") evidenced by American Depositary Receipts
("ADRs") each ADS representing 1,039 common shares of Banco
Santander-Chile
(the
"Company"), a corporation incorporated under the laws of the Republic of Chile.
Capitalized terms used herein that are not herein defined shall have the
meanings assigned to them in the Amended and Restated Deposit Agreement (the
"Deposit Agreement") appearing, or incorporated by reference, in Exhibit (a)
to
the Registration Statement.
In
rendering the opinions set forth herein, we have assumed that (i) the Deposit
Agreement will have been duly authorized, executed and delivered by the Company
and the Depositary and will constitute a valid and legally binding obligation
of
the Company enforceable against it in accordance with its terms, (ii) the
relevant Deposited Securities will have been duly deposited with a Custodian
under and in accordance with all applicable laws and regulations, (iii) that
the
choice of New York law contained in the Deposit Agreement is legal and valid
under the laws of the Republic of Chile and (iv) that insofar as any obligation
under the Deposit Agreement is to be performed in, or by a party organized
under
the laws of, any jurisdiction outside of the United States of America, its
performance will not be illegal or ineffective in any jurisdiction by virtue
of
the law of that jurisdiction.
We
are of
the opinion that the ADSs covered by the Registration Statement, when issued
in
accordance with the terms of the Deposit Agreement, will, when sold, be legally
issued and will entitle the holders thereof to the rights specified in the
Deposit Agreement and the ADRs.
The
foregoing opinion is limited to the Federal laws of the United States and the
laws of the State of New York, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction.
We
hereby
consent to the use of this opinion as Exhibit d of the above-mentioned
Registration Statement. In giving such consent, we do not admit thereby that
we
are within the category of persons whose consent is required under Section
7 of
the Securities Act of 1933, as amended.
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Very
truly yours,
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/s/Ziegler,
Ziegler & Associates LLP
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