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CLOSED SECTION SIX .- FINANCIAL STATEMENTS AND APPLICATION UTILITIES

Article 221 º .- Memory and financial information
After the exercise, the board must make the report, financial statements and the proposed application of the profits, if any. These documents must be clearly and accurately, the economic and financial situation of the society, the state of its business and results of the financial year.
Financial statements should be made available to shareholders early enough to be subjected according to law, for consideration by the annual mandatory meeting.

Article 222 .- The
memory directory in memory realizes the general meeting of the progress and status of the business, projects developed and major events during the year and the situation society and the results obtained.
The report must contain at least:
1. The indication of significant investments made during the year;
2. The existence of contingencies;
3. The most significant events occurred after year-end;
4. Any other relevant information should be aware of the general meeting; and
5. Other reports and requirements stipulated by law.

Article 223 º .- Preparation and Presentation of Financial Statements
financial statements are prepared and presented in accordance with the laws on the subject and with accounting principles generally accepted in the country.

Article 224 .- Right of information for shareholders
From the day following the publication of the notice of general meeting, any shareholder may obtain in the offices of the society, free of charge, copies of the documents referred to in previous articles.

Article 225 º .- Effects of the adoption by the general meeting
The adoption by the general meeting of the documents mentioned in previous articles no matter the discharge of any liability that could be incurred by directors or managers of the company.

Article 226 º .- External Audit
The articles of incorporation, the bylaws or the general board arrangement, adopted by ten percent of the subscribed shares with voting rights, may provide that the corporation has an annual external audit.
Companies pursuant to law or as described in the preceding paragraph are subject to annual external audit, appoint their external auditors annually.
The audit report will be presented to the general meeting together with the financial statements.

Article 227 º .- Special audits
In societies that do not have permanent external audit, financial statements are audited by external auditors on behalf of society, if so requested by shareholders representing not less than ten percent of the total subscribed shares with voting rights. The request is submitted before or during the meeting or at the latest within thirty days after it. This right can be exercised by shareholders also hold shares without voting rights, complying with the requirements specified term This article, by written notice to the society.
Under the same conditions were carried out reviews and investigations on specific aspects of management or the company accounts indicate the applicants and with regard to matters relating to the latest financial statements. This right can be exercised, even in societies that have permanent external audit and also by the holders of the shares without voting rights. The expenses resulting from these reviews are borne by the applicants, unless they represent over a third of the capital stock of society, in which case the costs shall be borne by the latter.

Article 228 º .- Amortization and revaluation of assets
Property, furniture, fixtures and other property of the assets of the company are recorded at their acquisition value or inflation-adjusted cost where applicable in accordance with accounting principles generally accepted in the country. Are amortized or depreciated annually in proportion to the time of life and suffering diminished value for its use or enjoyment.
Such goods may be subject to revaluation, after verification expert.

Article 229 º .- Legal reserve
A minimum of ten percent of the distributable income of each exercise, less the income tax should be allocated to a legal reserve until it reaches an amount equal to one fifth of the capital. The excess of this limit has no legal reserve status.
losses for the year are offset by profits or free reserves.
Without these are offset by the legal reserve. In the latter case, the legal reserve must be replenished.
Society can capitalize on the legal reserve, being forced to replace it.
The replacement of the legal reserve is earmarked profits from future periods in the manner prescribed in this article.

Article 230 º .- Dividends
For the distribution of dividends will observe the following rules:
1. Dividends may be paid only on account of profits made or unrestricted reserves, provided the equity capital of not less than paid;
2. All shares of the company, even if they are not fully paid, are equally entitled to the dividend, regardless of the time that have been issued or paid, unless otherwise provided by statute or agreement of the general meeting;
3. Valid distribution of interim dividends, except for those companies for which there is express statutory prohibition;
4. If the board agrees on a general dividend without the favorable opinion of the board, joint liability for payment rests solely with the shareholders who voted in favor of the agreement, and,
5. The delegation is valid in the directory of the power to approve the distribution of dividends.

Article 231 º .-
mandatory dividend is mandatory cash dividend for an amount equal to half of the distributable income for each year, then deducted the amount to be applied to the legal reserve, if requested by shareholders representing at least twenty percent of the total subscribed shares with voting rights. This request only may refer to the profits of the previous fiscal year.
The right to request the said dividend can not be exercised by the holders of shares that are subject to special rules on dividends.

Article 232 º .- Cancellation of dividends collection
The right to collect the dividend, shall expire three years from the date your payment was due under the agreement for a declaration of the dividend.
Only in the case of listed corporations, the limitation period referred to in the preceding paragraph shall be ten years.
Dividends whose collection has expired increase the legal reserve.

Article 233 º .-
capital premiums premiums capital can only be deployed when the legal reserve has reached its ceiling. Be capitalized at any time.
If completed the ceiling of the legal reserve of capital premiums may distribute the balance of these.

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Corporations Act .- Section Four: Executive Bodies: Title III Reduction

PART III REDUCTION OF CAPITAL

Article 215 º .- Organo competente y formalidades
La reducción del capital se acuerda por junta general, cumpliendo los requisitos establecidos para la modificación del estatuto, consta en escritura pública y se inscribe en el Registro.

Artículo 216º.- Modalidades
La reducción del capital determina la amortización de acciones emitidas o la disminución del valor nominal de ellas.
Se realiza mediante:
1. La entrega a sus titulares del valor nominal amortizado;
2. La entrega a sus titulares del importe correspondiente a su participación en el patrimonio neto de la sociedad;
3. La condonación de dividendos pasivos;
4. El reestablecimiento del equilibrio entre el capital social and equity decreased due to losses, or,
5. Otherwise specifically provided by agreeing to reduce capital.

Article 217 º .- Formalities
The capital reduction agreement must state the amount that reduces the capital, the way is done, the resources from which it is performed and the procedure that is performed .
The reduction must affect all shareholders in proportion to their equity without changing its shareholding percentage or by lot to be applied equally to all shareholders. When you remember a different involvement, it should be decided by unanimous vote of the shares subscribed voting.
The plea agreement must be published three times at intervals of five days.

Article 218 º .- Deadline for implementation
The reduction may be implemented immediately when intended to restore the balance between capital and net worth, or any other amount no refund of contributions or exemption of debts to shareholders.
When the capital reduction amount of contribution refund or exemption of capital calls or any other amount due by reason of the contributions, she can only take place after thirty days after the last publication of the notice referred to in article above.
If it makes the return or cancellation mentioned in the preceding paragraph before the expiry of that period, such delivery will not be binding on the creditor and the directors shall be jointly liable with the company to the creditor who exercises the right of opposition referred to the following article.

Article 219 .- Right Opposition
The creditor of the company, even if your credit is subject to a condition or term, is entitled to oppose the implementation of capital reduction agreement if your credit is not properly secured.
The right of opposition expires within thirty days from the date of the last publication of the notices referred to in Article 217 º. Applies the opposition made jointly by two or more creditors, if raised separately should be accumulated before the judge who heard the first opposition.
The opposition is handled by summary process, execution suspended until the company agreed to pay the loans or guarantees to the satisfaction of the judge, who proceeds to order the appropriate precautionary measure. Similarly, the reduction of capital may be implemented as soon as you notify the creditor that an entity subject to supervision by the Superintendency of Banking and Insurance, has been caring for bail society for the amount of credit, interest, commissions and other components of the debt and the time as is necessary to expire the claim to require compliance.

Article 220 º .- Reduction
losses mandatory capital reduction will be mandatory when losses have reduced the capital in more than fifty percent and elapsed exercise without having been passed, except when you count legal reserves or freely available, new contributions are made or shareholders take the loss in value to offset the expense.

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Capital Corporations Act .- Section Four: Executive Bodies: Part II

PART II INCREASE OF CAPITAL

Article 201 .- Competent and formalities

The capital increase is agreed by general meeting to meet the requirements for amending the statute, a public deed and entered in the registry.

Article 202 º .- Methods
The capital increase may originate from:
1. New contributions;
2. The capitalization of claims against the company, including conversion of bonds into shares;
3. The capitalization of earnings, reserves, profits, capital premiums, revaluation surplus and,
4. Other cases provided by law.

Article 203 º .- Effects

The capital increase determines the creation of new shares or increase the nominal value of existing ones.

Article 204 º .- Prerequisite
To increase capital for new contributions or by the capitalization of debts owed to society is a prerequisite that all of the shares subscribed, regardless of the class to which they belong, are fully paid . Will not apply this requirement where dividends liabilities by shareholders against those who are delinquent in the process of society and in other cases provided by this law.

Article 205 .- Modification automatic capital and nominal value of shares
exception, when mandated by law to amend the amount of capital, this and the value of the shares shall be amended as of right with the approval by the general meeting of the financial statements that reflect such a change in the share capital without changing the share of each shareholder. The general meeting may decide that instead of changing the nominal value of shares issued or cancel shares in proportion to the amount that represents the modification of the share capital. For the registration of the amendment just a certified copy of the record.

Article 206 .- Delegation to increase capital
The general meeting may delegate to the board the power to:
1. Indicate the time that must be made a capital increase decided by the general meeting. The agreement must establish the terms and conditions of the increase can be determined by the board, and
2. Agree on one or more capital increases up to a certain amount through new contributions or capitalization of claims against the company, within a maximum period of five years, opportunities, amounts, conditions, according to the procedure that the board decides, without consulting the general meeting. The authorization may not exceed the amount of paid capital in force at the time that the delegation has been agreed.
The delegation regarding this article may not be in any way in the balance while the board did not agree to the capital increase and progress made.

Article 207 .- Right of first refusal
The capital increase by new contributions, shareholders have preferential rights to subscribe, in proportion to its shareholding, the shares that are created. This right is transferable in the manner prescribed in this law.
can not exercise this right by shareholders who are in arrears in the payment of capital calls, and their actions are not taken into consideration for establishing the pro rata share of the preemptive rights.
There is no right of first refusal in the capital increase by conversion of bonds into shares, in cases of articles 103 º and 259 º or in cases of corporate reorganization set out in this law.

Article 208 º .- Exercise of the right of preference
The preemptive right is exercised by at least two wheels. In the first, the shareholder is entitled to subscribe for new shares in proportion to their holdings to the date specified in the agreement. If you are unsubscribed shares, which have intervened in the first round can subscribe in second round, the remaining shares in proportion to its shareholding, considering the actions that it had signed in the first round.
The general meeting or, where appropriate, the board, establish the procedure to be followed in the case remaining unsubscribed shares after completion of the second round. Except
unanimously agreed by all the shareholders of the company, the period for exercising the right of preference, in the first round, no less than ten days, counted from the date of the notice to be published for the purpose or a later date is appropriated for that purpose in such notice. The deadline for the second round, and the following if any, established by the general meeting can not under any circumstances, each wheel being less than three days.
The company is required to provide subscribers in a timely manner the information on each wheel.

Article 209 º .- emption Certificate
The right of first refusal is incorporated into a title called emption certificate or by book entry, both freely transferable, in whole or in part, that gives its owner the right of first subscription of new shares on the opportunities, the amount, conditions and procedure established by the general meeting or, where appropriate, by the board.
Nothing in the preceding paragraph shall not apply where by resolution adopted by all the shareholders of the company, by the statutes or by agreement between shareholders duly registered with the society, to restrict the free transfer of the right of first refusal.
The certificate of first refusal, or if the book entries, must be available to their owners within fifteen working days from the date of adoption of the resolution to increase capital. The notice referred to in the preceding article shall indicate the date they are made available shareholders. Necessarily
The certificate contains the following information:
1. The name of the company, data relating to Registration and the amount of your capital;
2. The date of the general meeting of the board or, where appropriate, agreed by the capital increase and the amount thereof;
3. The name of the owner;
4. The number of shares conferring the right of first refusal and the number of shares entitling to subscribe in first round;
5. The deadline for exercising the right, day and start time and expiration date, and where and how you can exercise;
6. The way that can be transferred certificate;
7. The issue date and,
8. The signature of company representative authorized for that purpose. (*)

The accounting entries have information which indicates, in the manner prescribed by special legislation on the subject.
mechanisms and formalities for the transfer of preferred subscription certificates will be established in the agreement providing for their issuance.
Holders of preferred subscription certificates that participated in the first round are entitled to do so in the second and subsequent, if any, considered in each of them the amount of shares they have subscribed in the exercise of subscription rights preferred that they have acquired and which correspond to the holding of the shareholder who transferred them to the right.

Article 210 º .- Proof of subscription
The subscription of shares recorded in a receipt in duplicate, with the content and in the manner specified in Article 59 º.

Article 211 º .- Advertising
The general meeting or, where appropriate, the directory provides opportunities, amount, conditions and procedure for the gain, everything to be published by notice. The notice is not required if the increase has been agreed at a general meeting universal and the company has no issued shares subscribed without voting rights.

Article 212 º .- Bid third
When new shares are subject to a third party offer, the company prepares and makes available to interested parties the capital increase program.
The program contains the following:
1. The name, purpose, address and capital of the company, as well as data relating to Registration;
2. The nominal value of shares, classes of these, if any, with reference to their respective preferences;
3. How to exercise the preferential subscription rights corresponding to the shareholders, except where the provisions implementing Article 259 °, in which case they will express reference to this;
4. The financial statements of the last two fiscal years with the report of independent auditors, unless the society had been formed within this period;
5. Total amount of bonds issued by the company, identifying those that can be converted into shares, and the terms of each issue;
6. The amount of the capital increase, the class of shares to be issued, and in case of preferred stock, the differences attributed to them, and
7. Other questions or information that society considers important.
When supply to third parties have the legal status of public offer is applicable legislation special regulating the matter and, therefore, not apply the provisions above.

Article 213 .- Increase in non-cash capital contributions
The capital increase through non-cash contributions are applicable to the general provisions for this type of contribution, as relevant, in capital increases by cash contributions.
The capital increase agreement with non-cash contributions must recognize the right to make cash contributions amounting to enable all shareholders to exercise their right of first refusal to maintain the share they have in the capital. When the agreement provides
receive non-cash contributions should indicate the name of the contributor and the valuation report referred to in Article 27 º.

Article 214 º .- Capital increase by capitalization of credits
When the capital increase is effected by capitalization of claims against the company should have a board report that supports the convenience of receiving such contributions. It applies to this case as provided in the second paragraph of the preceding article.
When the capital increase is effected by conversion of bonds into shares and it has been applied under the terms of the issue. If the conversion has not been planned capital increase at terms and conditions agreed with the bondholders.

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