**Exhibit
      2.1**




Presentation
      of Settlement Agreement and Request for its Approval.





**Honorable
      Antitrust Court**





**Enrique
      Vergara Vial** ,
      attorney, National Economic Prosecutor on behalf of the petitioner, and **Enrique
      Ostalé Cambiaso** ,
      on
      behalf of Distribución y Servicio D&S S.A., assisted by legal
      representatives **Gonzalo
      Smith Ferrer** and **Nicole
      Nehme Zalaquett** ,
      in
      proceedings entitled “ **Petition
      of the FNE versus D&S S.A. and Cencosud S.A.** ”,
      Case
      No. 101-06, respectfully inform the Honorable Court:





Under
      the
      provisions of Article 22 of Decree Law No. 211, we appear to present the
      following settlement agreement, and we request the Honorable Court’s approval.
      The settlement contains the following terms:





**I.** **General
      Considerations**





The
      National Economic Prosecutor (“FNE”) and Distribución y Servicio D&S S.A.
      (“D&S”), jointly, the “Parties,” have considered the following:





**I.1.**  That,
      notwithstanding the authority of this Honorable Court, it is the FNE’s
      responsibility to protect the general public interest on economic matters within
      the framework of Decree Law No. 211, and the regulations concerning the
      promotion and defense of competition in general.





**I.2.**  That,
      within that framework, the concentration of an industry, or significant market
      share belonging to a single company can jeopardize competition, which the FNE
      is
      responsible for protecting.





**I.3** .  This
      settlement agreement does not involve either the attribution or acknowledgment
      of illegal anticompetitive behavior on the part of D&S, but rather the
      Parties’ interest in avoiding risks to competition with respect to the
      relationship between D&S and its Suppliers, reconciling that with: i) the
      fact that the supermarket industry and D&S are not subject to special
      regulation and ii) D&S’s freedom to conduct its business activities and
      obtain legitimate profits.





**I.4** .  That,
      in
      the opinion of the Parties, the above goal can be achieved by subjecting
      D&S’s relationship with its Suppliers to pre-determined transparent, general
      and objective terms and conditions, notwithstanding any special rules for Small
      Suppliers and specific terms that are agreed to with Suppliers within a general
      framework, which are guaranteed in all cases.





**I.5** .  That
      the
      Parties, finding each one of the provisions in this settlement agreement to
      be
      justified, individually and collectively, have jointly consented to this
      settlement agreement.





**I.6** .  That
      for
      purposes of this settlement agreement, the following terms will have the
      definitions set forth below:





a)
            Supplier:
                Any natural or legal person that provides goods or merchandise to
                D&S
                Supermarkets for subsequent sale to the
                public.





b)
            Small
                Supplier: Any Supplier that, based on the sale of merchandise to
                D&S
                Supermarkets, invoices an annual total amount equal to or less than
                the
                equivalent in pesos of sixty thousand (60,000)*unidades
                de fomento*,
                or UF, not including VAT.





A
      new
      Supplier will be considered a Small Supplier until the month following the
      month
      in which, based on the sale of merchandise to D&S Supermarkets, the invoices
      of such Small Supplier for the month exceed the equivalent in pesos of five
      thousand (5,000) UF, not including VAT. Once a new Supplier completes a year
      as
      a Supplier, it will be subject to the general rule described above for
      determining whether it is a Small Supplier.





For
      purposes of the definition of Small Supplier, the following will be considered
      a
      single Supplier: i) a company and its subsidiaries; ii) individual limited
      liability companies and the respective limited liability owners; and iii) the
      different legal or natural persons into which a Supplier is divided or divides
      its sales to D&S, even though it may act commercially or operationally as a
      single entity that, in and of itself, would not qualify as a Small
      Supplier.










c)
            D&S
                Supermarkets: The supermarkets belonging to, operated by, managed
                by, or
                directly or indirectly controlled by D&S or its
                affiliates.





D&S
      agrees to extend all commitments agreed to herein to all D&S
      Supermarkets.





**II.** **Agreements**





Based
      on
      the preceding considerations, the FNE and D&S have reached the following
      agreements:





**II.1.**  **Supply
      Conditions** .





Within
      90
      calendar days following the date on which approval of this settlement agreement
      is executed, D&S agrees to draft a document establishing the supply
      conditions, which must be transparent, general and objective, that will govern
      the relationships it has with its Suppliers (“General Supply Terms and
      Conditions” or “TCGA”).





The
      TCGA
      must be public such that all Suppliers, and companies who wish to be Suppliers
      in the future, have easy access to them. To this end, D&S must permanently
      display the TCGA on its website.





In
      general terms, the TCGA must include the commercial, logistical, operational
      and
      financial aspects applicable to the relationship between D&S and its
      Suppliers and, in particular, those applicable to the transactions and
      subsequent charges between D&S and its Suppliers. D&S may not stipulate
      transactions or charges other than those included in the TCGA.





With
      respect to transactions and charges, the TCGA must include regulations
      regulating purchase orders, services provided by D&S to its Suppliers, the
      cost of those services and D&S’s charges to its Suppliers based on the price
      of the merchandise. Therefore the TCGA may not include, for example, charges
      to
      Suppliers such as checkout price equalizing.





D&S
      must notify the FNE of the content of the TCGA at least 30 calendar days prior
      to its implementation.





D&S
      may make changes to the TCGA. The FNE must be notified of changes to the TCGA
      at
      least 30 calendar days prior to publication of those changes. Changes to the
      TCGA must be made public and, as such, D&S must publish them in detail on
      the company’s website, together with a complete version of the new TCGA, at
      least 10 calendar days prior to their effective date. Changes made to the TCGA
      may not be retroactive and will only apply to purchase orders issued by D&S
      after the effective date of the respective modification.





Specific
      agreements between D&S and each of its Suppliers concerning supply
      conditions, transactions and the amount of applicable charges, except for the
      price of merchandise, which must be determined through purchase orders, must
      appear in writing in the individual supplementary agreements that form part
      of
      the TCGA (“Supplementary Agreements”). Once the parties have signed such an
      agreement, it will form part of the supply terms and conditions specifically
      applicable to the relationship with that particular Supplier.





D&S
      and its Suppliers may not agree to any other transactions or charges besides
      those established in the TCGA, and D&S may not unilaterally change the
      Supplementary Agreements. Short-term promotional activities, and the special
      charges or discounts arising from those activities, must be provided for in
      the
      TCGA and in the Supplementary Agreements, which must be agreed to in advance
      and
      in writing.





Supplementary
      Agreements may not have a term shorter than six months. However, charges related
      to transportation and logistical services provided to Suppliers by D&S may
      have a minimum term of three months due to the significant fluctuation of the
      costs involved.





**II.2.**  **Information
      Related to the Items that D&S Charges its Suppliers. Suppliers’ Option to
      Reflect these Charges as Discounts on their Invoices.**




2




D&S
      shall identify separately each item that give rise to charges for which it
      bills
      its Suppliers. This detailed information on charges shall be described in the
      TCGA, and the amounts agreed upon with the Supplier for each of these items
      will
      be listed in writing in the Supplementary Agreements.





The
      aforementioned charges may be reflected, at the Suppliers request, as discounts
      applied to the merchandise sales invoices that they issue to D&S. In this
      manner, the items that D&S charges those Suppliers that exercise this option
      will be payable along with payment of the respective invoices.





The
      aforementioned option will be expressly acknowledged in the TCGA. D&S agrees
      to respect such option in the event that a Supplier decides to exercise it,
      provided the supplier provides D&S with written notification in the standard
      format set forth in the TCGA. If this option is exercised, it will be set forth
      in the applicable Supplementary Agreement and will remain in place for a minimum
      term of one year, automatically renewable for successive one-year periods,
      unless the Supplier states its intent to return to the regular D&S invoicing
      system, at least 60 days prior to the date on which either the original period
      or the grace period currently in effect expires.





The
      provisions in this Section II.2. are not *a
      priori* qualifications regarding the legitimacy or not of the various items for which
      D&S charges or might charge its respective Suppliers in the future, or the
      amounts agreed upon by D&S and its Suppliers for such items.





**II.3.
      Payment of Invoices in Thirty Days.**





D&S
      pledges to pay sales invoices for merchandise from Small Suppliers no later
      than
      on the first D&S payment date following the end of the 30 calendar-day
      period as of the date of its receipt.





Pursuant
      to its payment system, D&S pays each Supplier’s invoices on the same two
      days each month, which correspond, for said Supplier, to the aforementioned
      payment dates. In no event may these payment dates delay payment to Small
      Suppliers for more than 15 calendar days from the expiration of the
      abovementioned 30 calendar-day period.





D&S
      shall pay the invoices of other Suppliers within the deadlines jointly agreed
      to
      with D&S within the framework of the negotiations that periodically take
      place between the parties and are set forth in the applicable Supplementary
      Agreements. The Parties understand that payment terms of invoices may vary
      among
      Suppliers due to numerous factors.





**II.4.**  **Entry
      Fees.**





D&S
      permanently agrees to eliminate charges related to exhibiting and offering
      new
      products for Small Suppliers (understood herein as those products that have
      been
      previously sold in the sales rooms of D&S Supermarkets) or products of new
      Small Suppliers (i.e. those Small Suppliers that were not previously considered
      Suppliers, as defined herein). Notwithstanding the above, D&S reserves the
      right to define who qualifies as a Supplier and to determine which products
      it
      will exhibit and offer in the sales rooms of its D&S Supermarkets.





Consequently,
      the new products that D&S freely decides to include for sale in the sales
      rooms of D&S Supermarkets, to the extent such products are supplied by Small
      Suppliers, shall not be subject to new product entry fees.





**II.5.**  **Charges
      for Loss.**





D&S
      agrees to permanently implement and maintain at the disposal of its Suppliers,
      a
      process for the biannual review and adjustment of loss charges agreed to with
      such Suppliers, which will use, in a transparent manner, statistical data
      regarding losses for the type of products in question for the immediately prior
      six-month period.





**II.6.**  **Prevention
      and Resolution of Disputes.**




3




D&S
      will establish, within a period of 180 calendar days from the time the
      resolution that approves this agreement is signed or executed, a “Supplier
      Ombudsman” within the D&S Corporate Comptroller’s office. Such body will not
      affect the ability of the FNE to conduct its own investigations within the
      scope
      of its legal powers. The purpose of the Supplier Ombudsman will be to prevent
      and resolve, in an impartial and objective manner, in good faith, and in the
      role of mediator, any controversy or dispute that may arise between the entities
      or operators of D&S Supermarkets and any one of its Suppliers with respect
      to the agreements that govern their relationships.





The
      TCGA
      will set forth the exact composition and procedures which the Supplier
      Ombudsman’s Office will use to prevent, mediate and resolve disputes that may
      arise between D&S and its Suppliers.





Notwithstanding
      the above, in the event Suppliers do not wish to rely on the Supplier Ombudsman
      or the solution proposed by such Supplier Ombudsman is not to their
      satisfaction, Suppliers may bring any disputes arising from their commercial
      relations with D&S to ordinary judicial authorities and/or antitrust bodies
      for resolution.





**II.7.**  **Corporate
      Social Responsibility.**





D&S
      will implement corporate social responsibility programs with the objective
      of
      creating incentives and promoting access for new Suppliers to the D&S
      Supermarkets and/or supporting entrepreneurship and innovation. As an example
      of
      these actions, D&S will develop competitions in order to create incentives
      for start-up capital, regional fairs for small- and medium-sized supply
      companies and development programs for small suppliers designed to assist in
      the
      implementation of quality control mechanisms for their products.





**II.8.**  **Market
      Concentration Operations.**





D&S
      will remain subjected to current antitrust laws.





Notwithstanding
      the above, D&S promises to inform the FNE of any market concentration
      operation it intends to carry out, with reasonable anticipation, no less than
      30
      calendar days before such operation goes into effect.





D&S
      declares that they have not had nor do they actually have an interest in
      acquiring neither the Supermarket El Pilar located on Maipú Street in the city
      of Linares nor any other supermarket in the city of Talca. Notwithstanding
      the
      foregoing, if D&S develops such interest in the future and should it enter
      into negotiations with such an objective, D&S will be subject to what is
      stipulated in the previous paragraphs of this Section II.8.





---------





This
      settlement agreement remains subject to the approval of the Honorable Antitrust
      Court.





The
      obligations that D&S assumes by virtue of this settlement agreement, with
      the exception of those that rely on a special time frame in accordance with
      what
      has previously been stipulated, must be complied within 60 calendar days from
      the time that the resolution approving such settlement agreement is signed
      and
      executed.





**THEREFORE,**





We
      respectfully request the Honorable Court :
      to take
      as presented this settlement agreement and grant its approval.




4




Presentation
      of Addendum to Settlement Agreement and Request for its Approval





**Honorable
      Antitrust Court**








**Enrique
      Vergara Vial** ,
      lawyer,
      National Economic Prosecutor, for the petitioner, and **Enrique
      Ostal** **é** **Cambiaso** ,
      a
      commercial engineer on behalf of Distribucion y Servicio D&S S.A., assisted
      by legal representatives **Gonzalo
      Smith Ferrer** and **Nicole
      Nehme Zalaquett** ,
      in the
      file titled “ **Petition
      of the FNE versus D&S S.A. and Cencosud S.A.** ”,
      Docket
      No. 101-06 respectfully inform the Honorable Court.





As
      the
      product of an involuntary omission of D&S, the definition contained in
      clause I.6 letter b) of the settlement agreement enclosed on pages 453 et seq.
      of the file contains an error which we hereby remedy by this
      addendum.





In
      light
      of the above, the text of clause I.6, letter b) of said settlement agreement
      is
      fully replaced by the following, which becomes part of said settlement agreement
      replacing the clause indicated:





*“Small
      Supplier: Any Supplier which, based on the sale of merchandise to D&S
      Supermarkets, invoices a total annual amount equal to or less than the
      equivalent in pesos of sixty thousand (60,000) Unidades de Fomentos, not
      including VAT.*





*A
      new
      supplier will also be considered Small Supplier until the month following the
      month in which, based on the sale of merchandise to D&S Supermarkets, the
      invoices of such Small Supplier for the month exceed the equivalent in pesos
      of
      five thousand (5,000) unidades de fomento, not including VAT. Once a new
      Supplier completes a year as a Supplier, it will be subject to the general
      rule
      described above for determining whether it is a Small Supplier*





*Notwithstanding
      the above, any Supplier whose total annual sales exceed the equivalent in pesos
      of one hundred thousand (100,000) unidades de fomento will not be considered
      Small Supplier.*





*For
      a
      Supplier qualify for the benefits of a Small Suppliers, it must demonstrate
      to
      D&S on a prior an annual basis that the exclusion referred to in the
      previous paragraph does not apply to it.*





*For
      purposes of the definition of Small Supplier, the following will be considered
      a
      single Supplier: i) a company and its subsidiaries; ii) individual limited
      liability companies and the respective limited liability owners; and iii) the
      different legal or natural persons into which a Supplier is divided or divides
      its sales to D&S, even though it may act commercially or operationally as a
      single entity that, in and of itself, would not qualify as a Small
      Supplier.*





In
      all
      other aspects, the text of the settlement agreement on pages 453 et seq. of
      the
      file remains fully valid.





**CONSEQUENTLY,**





We
      respectfully request the Honorable Court :
      to take
      note of the presentation of this addendum to the settlement agreement on pages
      453 et seq. and grant its approval to the settlement agreement according to
      the
      final text agreed upon by the parties.








**REPUBLIC
      OF CHILE**


**ANTITRUST
      COURT**





Santiago,
      January 17, 2007





**AFTER
      EXAMINING:**





1.  On
      page
      450, dated November 15, 2006, the parties were called to a settlement
      hearing.





2.  On
      page
      453, dated December 15, 2006, a settlement was reached between Distribucion
      y
      Servicio D&S S.A., hereinafter D&S, and the National Economic
      Prosecutor, hereinafter FNE, which was amended through a presentation on page
      462, dated December 29, 2006, hereinafter the “settlement
      agreement”.





3.  A
      copy of
      the petition for approval of the aforementioned settlement agreement was served
      on Cencosud S.A., and was not contested by said company, with the legal term
      for
      such opposition having lapsed.





**WHEREAS:**





**One:**  Pursuant
      to the pertinent part in paragraph one, article 22, Decree Law No. 211,
      " *Once
      a settlement is agreed upon, the Court will give its approval provided it does
      not violate free competition.* " ** Consequently,
      as the settlement agreement in the case at hand is the product of the settlement
      meeting carried out by the Court, it will be analyzed whether or not it is
      contrary to antitrust rules. For this purpose, the guidelines established in
      order No. 9 of this Court referring to the *sub
      lite* market
      will be used as reference;





**Two:**   In
      order
      No. 9, this Court indicated that the wholesaler suppliers market to supermarkets
      was characterized by a high degree of concentration on the demand side and
      the
      existence of perceptible barriers to entry. This caused a high dependence of
      suppliers on their relationships with the major supermarket chains, translating
      to an obvious purchasing power by these chains, which facilitated behavior
      contrary to free competition by the latter with their suppliers, especially
      smaller scale suppliers.





This
      order also considered that if the supermarkets employed nondiscriminatory
      pricing policies and purchase conditions for suppliers which applied equally
      to
      suppliers with varying degrees of negotiating power, the possibility for
      anti-competitive practices would tend to be reduced.





This
      being the case, the Lider and Jumbo supermarket chains were ordered to establish
      in an objective and nondiscriminatory manner the conditions under which they
      would make their purchases from suppliers, informing each of them of said
      conditions before making purchases;





**Three:**  The
      settlement agreement presented by D&S and FNE is a step forward in this
      direction as it is designed, according to its terms, to prevent the risks to
      competition that exist between D&S and its suppliers, by D&S’s
      establishment of transparent, general and objective contractual conditions
      which
      would increase the level of certainty regarding the purchase and collection
      conditions it applies to all its suppliers.





The
      settlement agreement indicates that these general contracting conditions, which
      D&S will apply to all supermarkets owned, administered or controlled by it,
      directly or indirectly, will be set forth in a public document named General
      Supply Terms and Conditions (TCGA), which will be prepared within the term
      of 90
      calendar days from the date this decision becomes final. It also indicates
      that
      it will not be possible to stipulate other transactions and collections except
      those listed in the TCGA and that any modifications D&S wishes to introduce
      to the TCGA in the future must be published on its website and reported to
      FNE
      prior to their enactment.





Recognizing
      that differences that may objectively exist between the numerous suppliers
      and
      products of the supermarkets, the settlement agreement contemplates the signing
      of Private Supplementary Agreements (APCs) which will determine the particular
      supply conditions between D&S and each supplier within the general framework
      and principles established by the TCGA. The APC constitutes a step forward
      in
      the goals established by order No. 9 of this Court, as they reduce the
      uncertainty of the suppliers concerning specific contractual conditions, since
      such conditions are set forth in written agreements which may not be modified
      unilaterally;









**Four:**  In
      light
      of the above, and since this Court considers that the TCGA and the APC cannot
      arbitrarily discriminate between suppliers in a manner that is contrary to
      free
      competition, the settlement agreement presented shall be approved. The above
      is
      without prejudice to D&S’s right to establish better conditions for smaller
      suppliers that tend to foster competition;





**Five:**  In
      all
      events, and given that the main discrimination variables may be contained in
      the
      APC and that the settlement agreement does not contemplate a specific obligation
      of D&S to report them to FNE, this Court will instruct the National Economic
      Prosecutor to supervise, by the powers vested in him under article 39 of Decree
      Law No. 211, the specific contractual conditions contained in the APCs, in
      order
      to prevent said risk and to ensure that the purchase and collection conditions
      given by D&S to its suppliers be determined based on objective
      criteria.





Along
      the
      same lines, since this Court considers that it would be beneficial to have
      an
      effective mechanism to publicize the cases presented and decisions adopted
      by
      the office of the Supplier Ombudsman to be created by D&S, the Parties to
      the settlement agreement will be instructed to adopt such measures.





**Six** :  It
      must
      be expressly established that the provisions of this settlement agreement may
      not be enforced against interested third parties which were not party to this
      case and whose opinion could not be examined by this Court in litigation such
      as
      that at hand. In addition, to the extent that the TCGA will correspond to
      unilateral declarations by D&S whose content, as with the APC, will not be
      reviewed by this Court, reservation will be explicitly made of the right of
      the
      private citizens and the FNE to object both to the content of the TCGA and
      that
      of the APC, if they do not comply with the antitrust rules.





**Seven** :  In
      light
      of the fact that the respondents in this case both participate in a highly
      concentrated market, which is also key for the marketing of a broad and growing
      spectrum of goods and services, this Court considers it advisable from the
      viewpoint of free competition for them, as material participants in said market,
      to use the power to report the concentration of operations in which they
      participate. However, the mechanism providing for prior notice to the FNE will
      be approved, considering that it does not change in any way the market power
      of
      D&S according to the procedure established in Article 31, Decree Law No.
      211.





**Eight** :  Indeed,
      and in spite of the fact that the public hearing procedure requested in the
      case
      by the FNE presents certain advantages as to transparency and authorizes more
      suitable control mechanisms than those implied in the mere obligation to report
      to the FNE the concentration operations in this market, this Court will approve
      the settlement agreement in said aspect, given that the mechanism proposed
      will
      not prevent the FNE or third parties from filing suit with this Court if the
      operations violate or place competition at risk, and also understanding that,
      by
      signing this settlement agreement, D&S will show its intent to comply with
      antitrust rules and its responsibility in the enforcement, as a material
      participant in the market.





**Nine** :  Without
      prejudice to the above, an in order to guarantee the publication of the
      decisions of D&S that may imply a higher market concentration, this Court
      will instruct the National Economic Prosecutor to report to the public by notice
      in the web page of FNE, when D&S, pursuant to the settlement reached,
      communicates to it the concentration operations it intends to carry
      out;





AND
      REMEMBERING the provisions of article 2; 18 No. 1); 22, paragraph one; and
      29 of
      Decree Law No. 211,





**WE
      RESOLVE**





1.
            To
                approve the settlement agreement presented by D&S and the National
                Economic Prosecutor, written on page 453 and amended on page
                462;





2.
            To
                instruct the National Economic Prosecutor in the performance of its
                functions, to supervise the specific contractual conditions contained
                in
                the APCs.




2




3.
            To
                instruct the National Economic Prosecutor to report to the public
                by
                notice in the its web page, when D&S, pursuant to the agreed
                settlement agreement, communicates to it the concentration operations
                it
                intends to carry out; and





4.
            To
                recommend to D&S and FNE to adopt an effective mechanism for
                publicizing the cases presented and decisions adopted by the Supplier
                Ombudsman to be established by
                D&S.





**Notice
      taken that Judge Depolo** ,
      in
      spite of concurring with the decision, is of the opinion that the obligation
      imposed on D&S to notify the FNE of any concentration operation to be
      conducted by it in the future must be replaced by the obligation of reporting
      said circumstance directly to the Antitrust Court, under the following
      arguments:





**One.**  Pursuant
      to articles 1, 2, 3 and 18 of DL 211, the rights to know, judge and enforce
      judgments in antitrust matters are expressly given to this Court, one of such
      functions being to hear non-litigation matters presented by those intending
      to
      carry out or execute certain facts, acts or contracts, for which it may
      establish the conditions to be met therein, with the understanding that such
      acts or contracts may include a concentration operation between competing
      companies.





**Two.**  The
      mechanism established by the law to activate the jurisdiction of the Court
      concerning such operations is generally the non-litigation procedure referred
      to
      Article 31 of DL 211, expanded by Decision No. 5 of this Court.





**Three.**  However,
      in the case at hand, given that the respondents chose not to report to this
      Court the fact that they took control of competing companies, and also given
      that DL 211 does not give the National Economic Prosecutor the right to report
      in non-litigation matters concentration operations still not carried out or
      completed, the latter was forced in this case to request, in litigation
      proceedings, the adoption of a series of measures designed to avoid the
      existence in the market of Chilean supermarkets of concentration conditions
      that
      would allow for the commission of abuses or acts of collusion by dominating
      companies, which in this case include D&S and Cencosud;





**Four.**  The
      request of the National Economic Prosecutor in the pertinent part to this Court
      is to instruct the respondents to previously report to the Court, pursuant
      to
      article 31 of Decree Law No. 211, “in general, any concentration operation of
      the supermarket industry in their favor, whether the operation is carried out
      by
      D&S or Cencosud or persons related to them pursuant to article 100, Law No.
      18.045 on the Security Market” (third petition of the request);





**Five.**  Consequently,
      the terms of any dispute in this case, given the circumstances presented by
      the
      FNE and totally or partially contested by the respondents, and given the power
      of the Court to establish the extent thereof according to discussion and as
      the
      Trier of Fact, are limited only to determining whether or not D&S and
      Cencosud have a mandatory obligation to report to the Court any concentration
      operation they intend to carry out or execute, so that this Court must only
      resolve in its final judgment whether or not it is appropriate to impose such
      obligation on the respondents.





**Six.**  It
      must
      be noted that Cencosud declared its will to comply with the obligation to report
      to this Court, while in its reply it indicates that “this party will not object
      [the third petition of the FNE], provided Cencosud S.A. would also have to
      report to this Court its possible future significant acquisitions or takeover
      operations of supermarkets" (page 415);





**Seven.**  In this
      context, the procedural alternative of the settlement agreement reached by
      the
      FNE and D&S must be analyzed in accordance with the meaning, text and spirit
      of DL 211. Thus, it is important to stress, concerning the settlement agreement
      in general, that it constitutes the jurisdictional equivalent of a final
      judgment, since it constitutes a manifestation of the will of the parties,
      which
      puts an end to ongoing litigation, and through which they waive or partially
      modify their procedural claims, replacing the decision of the court;





**Eight.**   However,
      in matters of public policy, such as the issues discussed before this Antitrust
      Court, the powers of disposition of the parties in a civil or commercial
      settlement agreement are necessarily limited, both by the nature of the acts
      covered by the settlement agreement and by the juridical scope of the rule
      in
      whose context the settlement agreement is executed.




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**Nine** .  In
      addition, this is permitted by express legislative mandate, which gave this
      Court the sovereign power to approve or reject settlements “so long as they do
      not violate free competition,” a power which must be interpreted in the context
      of the other powers of the Court, including the power to impose “the corrective
      or prohibitive measures that may be ordered in each case for said facts, acts,
      or agreements” (article 3, paragraph 1, of DL 211);





**Ten.**   Consequently,
      this Court cannot approve in this particular case a settlement agreement whose
      content is materially different than that which it could have decided upon
      as
      the Court in its final judgment, that is, by either imposing the obligation
      to
      report to this Court or by releasing the parties of said obligation;





**Eleven.** In light
      of the above, the proposal to mandate that D&S communicate with the FNE, and
      not to the Court, any intention to carry out or execute concentration operations
      in the market does not constitute a jurisdictional equivalent that can be
      approved;





**Twelve.** In
      line
      with the above, it would also be inappropriate for an effective antitrust system
      to approve a settlement agreement that would actually generate a discriminatory
      reporting system, since one of the parties, D&S, would be obligated to
      report its future concentration operations to the FNE, while, should it finally
      be resolved in this way, the other respondent in the case, Cencosud, should
      report to the Court;





**Thirteen.** In
      addition, DL 211 does not give the FNE the power to receive reports of such
      operations or to pronounce with jurisdictional character regarding their
      possible illegality or to impose on them criteria or guidelines different than
      those which the Antitrust Court, by the powers vested in it, expressly orders
      to
      be applied or supervised, so that a measure such as that proposed in the
      settlement agreement would exceed both the realm of competence and the
      supervisory and non-jurisdictional nature given by law to the FNE;





**Fourteen.**   Additionally,
      it must be remembered that the mere notification of a concentration operation
      to
      the FNE constitutes an inefficient mechanism, both for the market and for the
      antitrust system. The above is so, unlike what happens in the non-litigation
      procedure established in article 31, in which all participants in the market
      and
      any person interested therein may express their opinion, whether it is favorable
      or contrary, concerning said operation, in an orderly and transparent
      proceeding, in this case the decision to report the operation to the Court
      would
      essentially be in the hands of the FNE, or of the interested third parties,
      which have the incentive of suing after they learn about such operations through
      the FNE web page; all of whom, in turn, may only file a litigation proceeding
      with this Court, in which it is necessary to produce the evidence required
      under
      DL 211 in order to try to convince the Court that the operation in question,
      should it materialize, qualifies as the type of conduct that, pursuant to
      article 3, paragraph 1, of DL 211, is designed to prevent, restrict or impair
      free competition; this procedural mechanism is not the ideal process to analyze
      and evaluate future facts;





**Fifteen.** Lastly,
      the obligation to report to the FNE, imposed by the vote of the majority, may
      end up damaging the respondents in the case, as it will have to be added to
      the
      terms typically required for a request or petition since the terms typical
      for a
      request or petition will be extended by the time taken by the FNE to hear and
      investigate the concentration operation communicated to it. If, as required
      by
      the vote of the majority, it is necessary to adopt publicity measures that
      provide notice to third parties of the existence of said operation in order
      to
      allow them to file an action against it, and if, in the same sense, the
      possibility is reserved for the parties to report directly to this Court, then,
      the duty to previously report the operation to the FNE constitutes a procedural
      redundancy not contemplated in DL 211, which may easily be repaired by imposing
      on the respondents the obligation to mandatorily report such operations to
      this
      Court, in the terms requested in the petition of the request in the case.





To
      be
      served in person or by notice.





Docket
      C
      No. 101-06.





[Signatures]




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Pronounced
      by Judges Eduardo Jara Miranda, President, Andrea Butelmann Peisajoff, Radoslav
      Depolo Razmillic, Tomas Menchaca Olivares, Julio Peña Torres. Authorized by
      Javier Velozo Alcaide, Court Clerk / Attorney.



















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