##### 



Exhibit 12.3

MINUTES OF THE TWELFTH EXTRAORDINARY SHAREHOLDERS MEETING OF
DISTRIBUCIÓN Y SERVICIO D&S S.A.

In Santiago, Chile on the twenty ninth of April, in the year two thousand and
two, at eleven thirty hours, at the Corporations office located at Presidente
Eduardo Frei Montalva Avenue, number eight dot three zero one, in the
Municipality of Quilicura, the shareholders met at the Extraordinary
Shareholders Meeting of DISTRIBUCIÓN Y SERVICIO D&S S.A.represented in the
manner and by the number of shares that is mentioned at the end of this
minutes.

FIRST. Head Table.Mr. Felipe Ibañez Scott chaired the meeting, and Mr. Ricardo
Mendoza Vivanco acted as Secretary.

SECOND: Previous Formalities.The Chairman asked to leave on record in the
minutes, the compliance of all legal and regulatory formalities prior to the
celebration of the meeting, with knowledge;





| | a. |  | The Extraordinary Meeting was called upon by agreement of the Board of
Directors of the Corporation adopted during session number two hundred and
thirteen, dated twenty seventh of March in the year two thousand and three.                                                                                                                                                                                                                                                                
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | The notices were made by means of an advertisement that was published
in the Santiago newspaper, El Mercurio, the fourteenth, seventeenth and twenty
third of April in the year two thousand and three. The Chairman proposed to
omit the reading of the advertisement, without detriment to the fact that such
text shall be included in the minutes of the meeting, which is carried out
herein, while stating that it also makes reference to the Ordinary Meeting
called for such date. :



| |    |  | DISTRIBUCIÓN Y SERVICIO D&S S.A.                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | An Open Corporation
Securities Registration Number 0593                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |    |  | ORDINARY SHAREHOLDERS MEETING
By agreement of the Board of Directors and pursuant the incorporation
Articles, an Ordinary Shareholders Meeting is hereby convened for the twenty
ninth of April in the year two thousand and three, at ten thirty hours, at the
Companys offices located at the city of Santiago, Presidente Eduardo Frei
Montalva Avenue, number eight thousand three hundred and one, in the
municipality of Quilicura, with the purpose of:
|
| | 1. |  | To state an opinion about the Annual Report, Balance Sheet, Income
Statement and the report made by External Auditors about the Corporation to the
thirty first of December in the year two thousand and two.                                                                                                                                                                                                                                                  
|
| | 2. |  | To discuss the results of the fiscal year and about the distribution
of a final dividend number thirty-five, that is, $5 per share.                                                                                                                                                                                                                                                                                                                            





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##### 





| | 3. |  | To set compensation for the Board of Directors, while taking into account
for such purposes, the increase from seven to nine, in the number of directors
as it will be presented for approval during the Extraordinary meeting that
will be called hereafter.                                                                                                                                                                                                                                                                                                                                
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4. |  | To establish compensation and a budget for the Directors Committee,
pursuant Article 50 bis of law number eighteen thousand forty six.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 5. |  | To appoint External Auditors and Risk Rating Agencies for fiscal year two
thousand and three.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | 6. |  | To report about the agreements of the Board of Directors related to
operations governed by Article 44 of the Law on Corporations.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | 7. |  | In general terms, to report about the progress of corporate business and to
discuss other matters that are of interest and within the area of
responsibility of the Ordinary Meeting.                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |    |  | DELIVERY OF THE ANNUAL REPORT AND BALANCE SHEET FOR 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |    |  | Pursuant to that which is stated in Article 75 of the Law on Corporations
and to the Form number one thousand one hundred and eight dated January
fourteen in the year nineteen hundred ninety three of the Superintendent of
Securities and Insurance, the Corporation shall send the annual report and the
balance sheet for fiscal year two thousand and two to those shareholders that
are registered in the Registry and who hold equal to or more than twenty seven
thousand four hundred and forty five shares of the Corporation.                                                    
|
| |    |  | The shareholders that hold a number of shares that is less than the
aforementioned number, could request such antecedents at the Corporations
offices located at Presidente Eduardo Frei Montalva Avenue, number eight
thousand three hundred and one, in the municipality of Quilicura and at the
offices of Depósito Central de Valores S.A., Securities Deposit  DCV, located
at Huerfanos number seven hundred and seventy, twenty second floor, in the
municipality of Santiago, where there are plenty of copies available for those
shareholders that wish to have more information.
|
| |    |  | The Corporations consolidated statements will be published in the
newspaper La Segunda in Santiago, on the seventeenth of April in the year two
thousand and three.                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |    |  | EXTRAORDINARY SHAREHOLDERSMEETING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |    |  | By agreement of the Board of Directors and pursuant the Articles of
Incorporation, an extraordinary Shareholders Meeting is hereby convened for
April twenty ninth in the year two thousand and three, at eleven thirty hours,
which will take place after the Ordinary Shareholders Meeting that                                                                                                                                                                                                                                                                                            





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##### 





| |    |  | is also convened by the notice herein, at the Corporations office located at
Presidente Eduardo Frei Montalva Avenue, number eight thousand three hundred
and one, in the municipality of Quilicura, with the purpose of:                                                                                                                                                
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 1. |  | To state an opinion about the amendment of the Articles of Incorporation
in order to (i) increase the number of directors from seven to nine and as a
result to replace its permanent ninth Article; and (ii) to schedule board
meetings where one or more directors participate through technological means
authorized by the Superintendent of Securities and Insurance.
|
| | 2. |  | To state an opinion about revoking the current Board of Directors and the
appointment of its 9 members, adopting interim arrangements that may be
required for the purpose of its duly constitution.                                                                                                                                                                      
|
| | 3. |  | To state an opinion about a redrafted text of the Articles of
Incorporation.                                                                                                                                                                                                                                                                                              



| |  |  | PARTICIPATION AT THE MEETING AND POWERS OF
ATTORNEY
Shareholders registered in the Registry of Shareholders to the twenty third of
April in the year two thousand and three are entitled to participate in the
Extraordinary and Ordinary Meetings convened by the notice herein. The
qualification of powers of attorney, if applicable, shall be made on the same
day the meetings take place, at the venue where the meeting is held, and at the
aforementioned time set for calling the respective meetings to order.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Chairman"                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



| | c) |  | By means of a letter dated eleventh of April in the year two thousand and
three, shareholders were summoned to participate in this assembly. By means of
a letter dated March twenty eighth in the year two thousand and three, the
Superintendent of Securities and Insurance and the Stock Exchange were advised
of this meeting to be held.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

THIRD: Notary.The Chairman asked to place on record in the minutes that the
Public Notary of Santiago Mr. Iván Torrealba Acevedo participated in this
Extraordinary Shareholders Meeting and that the Superintendent of Securities
and Insurance did not have a representative for this assembly.

FOURTH: Participation and Powers of Attorney.The Chairman asked to place on
record that on the twenty third of last April, a date when one can legally
establish who has the right to participate in the meeting, there were
1.380.000.000 shares issued. Pursuant to Article 61 of the Law number eighteen
thousand forty six on Corporations and the Articles of Incorporation, the
Extraordinary Shareholders Meetings whose agreements require an amendment of
the Articles of Incorporation, without including some of the matters whose
decision require a qualified quorum, require in order to be established in the
first call, a the simple majority of the shares issued.

No qualification of powers of attorney was requested and those shareholders
that have been represented have their powers of attorney duly issued. The
Chairman proposed that they be approved, The Meeting approved them.





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The Chairman asked to place on the record that i) while a total of
1.273.058.067 shares are present or represented in the assembly, there was a
92.251% quorum of the shares issued, which is plenty for the celebration of the
Meeting and for adopting agreements; and ii) the powers of attorney that were
issued in blank, are useful only to give a quorum to the Meeting, which total
40.396.

FIFTH: Attendance Sheet.All shareholders present have signed the attendance
list pursuant to the regulations set by the Law on Corporations, which shall be
filed together with the powers of attorney of this Extraordinary Shareholders
Meeting. The list of shareholders that are present and represented with the
number of shares is listed at the end of the minutes.

SIXTH: Constitution of Meeting.Having complied with all legal requirements
for its celebration, the Chairman declared the Meeting as constituted and
called the meeting to order.

SEVENTH: Minutes of the Previous Extraordinary Meeting.The Chairman proposed
to omit the reading of the minutes of the Eleventh Extraordinary Meeting,
celebrated the twenty third of May in the year two thousand and two, which is
signed by the shareholders or their appointed representatives for such purpose,
Mr. Rodrigo Cruz Matta, Mr. Gonzalo Eguiguren Correa and Mr. Miguel Medel
Salamanca, and also the Chairman of this meeting Mr. Hans Ebel Oyanedel and the
Secretary Mr. Ricardo Mendoza Vivanco. The meeting approved the proposal
unanimously.

EIGHTH: Signing the Minutes of the Meeting.The Meeting appointed unanimously
the following shareholders that are present in the Assembly in order for them
to sign the minutes of this Meeting together with the Chairman and the
Secretary, whereby this minutes will be considered as approved. Mrs. Maria
Isabel Díaz Velasco, Mr. Rodrigo Cruz Matta, Mr. Edmund Gransky, Mr. Gonzalo
Eguiguren Correa and Mr. Fernando Larraín Cruzat. Any three of them could sign
the minutes together with the Chairman and the Secretary.

NINTH: Purpose of the Meeting.The Chairman stated that, as the notice for the
Extraordinary
Shareholders Meeting that was advertised in the newspaper stated, its purpose
is to state and opinion on matters related to the amendment of the Articles of
Incorporation in order to: i) increase the number of directors from seven to
nine; ii) to schedule board meetings where one or more directors participate
through technological means authorized by the Superintendent of Securities and
Insurance; iii) to proceed with revoking the current Board of Directors and the
appointment of its nine members, while adopting interim arrangements that may
be required for the purpose of their duly incorporation; and iv) to state an
opinion about the redrafted text of the Articles of Incorporation.



|One) |  | Increase the number of directors.                                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | a) The Chairman stated that, as the mentioned notice states, for the Assembly to
state an opinion about the amendment of the Articles of Incorporation that have
been mentioned previously. He explained that the purpose for increasing from
seven to nine the number of directors was to include in the corporate
government of the Corporation, individuals that had a well known and recognized
business record.
|    
|     |  | b) Therefore, it would be appropriate to appoint two new directors. However,
the law does not allow a partial appointment of a Board of Directors,
therefore, it would proceed to revoke the current Board of Directors and then
hold a new election of the members that will be the new Board of Directors.                                                                                                        
|    
|     |  | c) It was also noted that, the amendment of the Articles of Incorporation is
not valid until it is legalized. Therefore, it is necessary to add to the
Articles of Incorporation an interim Article in order to adjust the period when
two directors will not be able to exercise their roles. The text of                                                                                                          





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##### 





| |  | such Article will be read further ahead for the approval by the assembly.
Immediately after, it was requested that Mr. Mendoza read the following
proposal:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Agreement Number One.To increase the number of directors from seven to nine
and to modify Article number nine of the Articles of Incorporation, whose
final version would read as follows:



| |  |  | NINTH ARTICLE. Board of Directors.The Board of Directors will be made up of
nine members and it will be elected every three years by the shareholders
Meeting. The directors will continue with their duties after their term has
expired if the Meeting called for their renewal is not celebrated; in such
case, the Board of Directors shall call within thirty days to a Meeting in
order to achieve the corresponding appointments. The directors may be
reelected.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Two) Scheduling Board of Directors through Technological Means.Likewise, the
Chairman indicated that with the purpose of being consistent with the
agreements of the Board of Directors, it would be convenient to incorporate in
the Articles of Incorporation, the applicable regulations for the celebration
of Board of Directors sessions where one or more of its members participate
through technological means authorized by the Superintendent of Securities and
Insurance. Immediately after, the Chairman requested that Mr. Mendoza read the
following agreement proposal:

AGREEMENT NUMBERS TWO.To authorize the celebration of Board of Directors
sessions where one or more members participate through technological means
authorized by the Superintendent of Securities and Insurance, in compliance
with security measures that are ordered by Articles 47 and 48 of law number
eighteen thousand forty six, amended by law number nineteen thousand seven
hundred and five. With such purpose, the fifteenth Article of the
Corporations bylaws will be amended, which will read as follows:



| |  |  | FIFTEENTH ARTICLE. Constitution. Quorum:The roles of directors are carried out
collectively, in a room that is legally established. All Board of Directors
sessions will be established with the presence of the simple majority of the
directors and the agreements will be adopted by a simple majority of
participating directors. It will be understood that those directors who,
despite the fact that they are not present, are actually communicating
simultaneously and continuously through technological means authorized by the
Superintendent of Securities and Insurance, are participating in the session
through general instructions. In such case, their assistance and participation
in the session will be certified under the responsibility of the Chairman or
who ever plays such responsibility, and the secretary of the Board of
Directors, while placing on record in the minutes of the same assembly, which
must be signed and filed, if applicable, before the following ordinary session
or in the nearest session to take place.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Debate and Approval of Agreements.Once the reading of the agreements
concluded, the Chairman offered the floor without any shareholder asking for
it. Once the proposal of agreements of the Board of Directors was presented
for voting, the shareholders assembly approved the aforementioned agreements
proposed by the Board of Directors, with a vote in agreement by the unanimity
of the shareholders present in the assembly whose number and percentage has
already been mentioned.

Three) Revoking the Board of Directors.The Chairman explained that as a result
of having increased the number of directors of the Corporation from seven to
nine, it would proceed to appoint two new members. However, he also added
that, since the law does not allow for the partial renewal of the Board of
Directors, it would be appropriate to revoke the current Board of Directors of
the Corporation.





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##### 



The Chairman asked Mr. Ricardo Mendoza to read the agreement proposal.

AGREEMENT NUMBER THREE:The current Board of Directors is revoked from the
Corporation.

Debate and approval of Agreement.Once the reading concluded, the floor was
open and no shareholder requested to speak. The proposed agreement was approved
by the unanimity of the shareholders present, whose number and percentage has
already been mentioned.

Four) Appointment of the Board of Directors. a)Having concluded with the
preceding agreement to revoke the Board of Directors, the Chairman stated that
the appointment of the new members would proceed.

He stated that there was a proposal in the sense that the Board of Directors
should be made up of the seven individuals that were part of it until now,
while also incorporating, Mr. Nicolas Ibáñez Scott and Mr. Rodrigo Cruz Matta.
He explained that the mentioned individuals had distinguished qualities to hold
such position given their significant experience in the supermarket industry in
general and the broad knowledge they have about D&S specifically, which they
acquired while holding different positions in the company.

b) Therefore, he added, the proposal is for the Board of Directors to be made
up of Mr. Felipe Ibáñez Scott; Mr. Manuel Ibáñez Ojeda; Mr. Nicolas Ibáñez
Scott; Mr. Enrique Barros Bourie; Mr. Hans Eben Oyanedel; Mr. Jonny Kulka
Fraenkel; Mr. Fernando Lanáin Cruzat; Mr. Gonzalo Eguiguren
Correa and Mr. Rodrigo Cruz Matta.

c) The Chairman offered the floor. The A.F.P. Provida S.A. and A.F.P. Summa
Bansander S.A. shareholders representatives proposed
Mr. Andrés Kern Bascuñán
as a Director and the Chairman requested that Mr. Kern be added as a candidate.

d) Afterwards, in compliance with that which is stated by the Superintendent of
Securities and Insurance
in its memo number one thousand five hundred and twenty six dated February
nineteenth in the year two
thousand and one, the voting took place and the vote of each of the
shareholders present in the assembly
that exercised his right it was placed on the record:

The vote of largest shareholders: Following is the votes of the largest
shareholders:



| | (a) |  | Servicios Profesionales y de
Comercialización S.A., represented by
Mrs. María Isabel Díaz Velasco, holder of 562.565.935 shares, that are
distributed as follows: 132.000.000 shares for Mr. Felipe Ibáñez Scott;
132.000.000 shares for Mr. Mr. Nicolas Ibáñez Scott, 132.000.000 shares for Mr.
Manuel Ibáñez Ojeda, 132.000.000 shares for Mr. Enrique Barros Bourie and
34.565.935 shares for Mr. Rodrigo Cruz Matta.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Empresas Almac S.A.,represented by Mr. Rodrigo Cruz Matta, holder of
179.943.140 shares, that are distributed as follows: 132.000.000 shares for Mr.
Hans Eben Oyanedel and 47.943.140 shares for Mr. Rodrigo Cruz Matta.                                                                                                                                                                                                
|
| | (c) |  | Future Investments S.A. represented by Mr. Edmund Gransky, holder of
131.353.559 shares, which contribute towards the election of Mr. Gonzalo
Eguiguren Correa.                                                                                                                                                                                                                                                          
|
| | (d) |  | Servicios e Inversiones Trucha S.A. represented by Mr. Diego Peralta
V., holder of 120.048.776 shares, which contribute towards the election of Mr.
Jonny Kulka Fraenkel.                                                                                                                                                                                                                                               
|
| | (e) |  | Estudios y Proyectos Comerciales e Inmobiliarios S.A., represented by Mr.
Gonzalo Eguipren Correa, holder of 44.056.400 shares, which contribute towards
the election of Mr. Rodrigo Cruz Matta.                                                                                                                                                                                                                         





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| | (f) |  | El Roquerio S.A., represented by Mr. Gonzalo Eguiguren Correa, holder of
16.000.460 shares, which contribute towards the election of Mr. Jonny Kulka
Fraenkel.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Vote
of the representative of ADRs: Likewise, the representative of ADR
holders, Morgan Guaranty Trust Company represented by trustee Banco Santander -
Santiago, who delegated its power of attorney to Mr. Sr.
Fernando, Larraín
Cruzat, holder of 157.943.955 shares, which contribute towards the election of
Mr. Fernando Larraín Cruzat.

Vote
of representatives of Latibex: Likewise the representative of Latibex, Mr.
Fernando Larraín Cruzat, for 120.000 shares, which contribute towards the
election of Mr. Fernando Larraín
Cruzat.

Vote
of the AFPs: It is expressly placed on the record that the shareholders
AFP Provida S.A. and AFP Summa Bansander S.A., voted in the following manner in
the elections for the new Board of Directors:



| | (a) |  | AFP Provida S.A., represented by Mr. Carlos Saxton Barrios, holder of
35.164.647, voted for Mr. Andrés Kern Bascuñán.        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | AFP Summa Bansander, represented by Mrs. Vivian Borzutzky Schachter, holder
of 8.888.934, voted for Mr. Andrés Kern Bascuñán.

Votes of other shareholders:



| |     |  | It is expressly placed on record that shareholders voted in the following
manner:                                                                           
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (a) |  | Mr. Orlando Acevedo Bustamante, for himself, holder of 7.318 shares, voted
for Mr. Rodrigo Cruz Matta.                                                      
|
| | (b) |  | Mr. Arturo Alfaro Herrera, for himself, holder of 51.710 shares, voted for
Mr. Rodrigo Cruz Matta.                                                          
|
| | (c) |  | Mr. Ignacio Ambia Medina, for himself, holder of 79.574 shares, voted for
Mr. Rodrigo Cruz Matta.                                                           
|
| | (d) |  | Mr. Enrique Barros Bourie, for himself, holder of 77.950 shares; and, by
power of attorney, holder of 39.573 shares, voted for Mr. Felipe
Ibáñez Scott.     
|
| | (e) |  | Mr. Rodrigo Cañas Gajardo, for himself, holder of 38.208 shares, voted for
Mr. Rodrigo Cruz Matta.                                                          
|
| | (f) |  | Mr. Miguel Castillo Pradenas, for himself, holder of 31.369 shares, voted
for Mr. Rodrigo Cruz Matta.                                                       
|
| | (g) |  | Mrs. Ximena Contreras Duff, for herself, holder of 5.453 shares, voted for
Mr. Rodrigo Cruz Matta.                                                          
|
| | (h) |  | Mr. Rodrigo Cruz Matta, for himself, holder of 233.853 shares; and, by
power of attorney, holder of 218.188 shares, voted for
Mr. Felipe Ibáñez Scott.      
|
| | (i) |  | Mr. Gonzalo Eguiguren Correa, for himself, holder of 170.212 shares; and,
by power of
attorney, holder of 135.634 shares, voted for Mr. Felipe
Ibáñez Scott.
|
| | (j) |  | Mr. Javier Garcés Reyes, for himself, holder of 70.155 shares, voted for
Mr. Rodrigo Cruz Matta.                                                            
|
| | (k) |  | Mr. Nicolás
Ibáñez Scott, for himself, holder of 425.531 shares; and, by
power of attorney, holder of 639.550 shares, voted for Mr. Rodrigo Cruz Matta.     
|
| | (l) |  | Mr. José Manuel
Ibáñez Ojeda, by power of attorney, holder of 75.579
shares, voted for
Mr. Felipe Ibáñez Scott.                                             
|
| | (m) |  | Mr. Felipe Ibáñez Scott, by power of attorney, holder of 790.432 shares,
voted for Mr.
Rodrigo Cruz Matta.                                                  





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##### 





| | (n) |  | Mr. Jonny Kulka Fraenkel, for himself, holder of 72.754 shares; and, by
power of attorney, holder of 2.460.711 shares, voted for
Mr. Felipe Ibáñez
Scott.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ñ) |  | Mr. Fernando Larraín Cruzat, by power of attorney, holder of 7.272.499
shares, voted for Mr. Felipe Ibáñez Scott.                                        
|
| | (o) |  | Mr. Raúl Pérez Labayru, for himself, holder of 142.765 shares, voted for
Mr. Felipe Ibáñez Scott.                                                        
|
| | (p) |  | Mr. Álvaro Pipino Fontova, by power of attorney, holder of 3.890.082
shares, voted for Mr. Fernando Larraín Cruzat.                                      
|
| | (q) |  | Mr. Ricardo Rosales Antilao, for himself, holder of 2.765 shares, voted for
Mr. Felipe Ibáñez Scott.                                                     

Total votes: 1.273.017.671 shares. Abstention: 0 shares.

e) In accordance with the voting that took place, the following agreement was
adopted:

AGREEMENT NUMBER FOUR.The Extraordinary Shareholders Meeting appoints the
following individuals as directors of the Corporation:



| | 1. |  | Mr. Felipe Ibáñez Scott, with the vote of 142.902.483 shares.     
| | -- |  | ------------------------------------------------------------------
|
| | 2. |  | Mr. Hans Eben Oyanedel, with the vote of 132.000.000 shares.      
|
| | 3. |  | Mr. Manuel Ibáñez Ojeda, with the vote of 132.000.000 shares.     
|
| | 4. |  | Mr. Enrique Barros Bourie, with the vote of 132.000.000 shares.   
|
| | 5. |  | Mr. Jonny Kulka Fraenkel, with the vote of 136.049.236 shares.    
|
| | 6. |  | Mr. Gonzalo Eguiguren Correa, with the vote of 131.353.559 shares.
|
| | 7. |  | Mr. Rodrigo Cruz Matta, with the vote of 128.704.775 shares.      
|
| | 8. |  | Mr. Nicolás
Ibáñez Scott, with the vote of 132.000.000 shares.    
|
| | 9. |  | Mr. Fernando Larraín Cruzat, with the vote of 161.954.037 shares. 

It is placed on record that according to the votes obtained, it must be
understood that the first eight directors have been elected with the votes of
the controlling majority, whereby Mr. Fernando Larraín Cruzat has been
appointed with the votes of the representative of ADRs, Morgan Guaranty Trust
Company and Latibex.

Mr. Felipe
Ibáñez Scott; Mr. Manuel Ibáñez Ojeda; Mr. Enrique Barros Bourie;
Mr. Hans Eben Oyanedel; Mr. Jonny Kulka Fraenkel,
Mr. Fernando Larraín Cruzat
and Mr. Gonzalo Eguiguren Correa will assume their tasks immediately and Mr.
Nicolás Ibáñez Scott and Mr. Rodrigo Cruz Matta will do so as soon as the
amendment of the Corporations bylaws, which is mentioned in Agreement Number
five hereafter, is legalized.

Five) Incorporation of Second
Interim Article.The Chairman stated that as
it has been mentioned before, the amendment to the Corporations bylaws is not
in force until it is legalized, therefore, it was presented for the approval of
the assembly the incorporation of an interim Article that regulates the period
when two directors will not be able to assume their roles. He asked Mr. Ricardo
Mendoza to read the text of such proposal. The Chairman offered the floor. None
of the shareholders made a statement, and as a result, the Chairmans proposal
was approved and the following agreement was adopted:

AGREEMENT NUMBER FIVE.The following interim Article is incorporated to the
bylaws:

SECOND INTERIM ARTICLE.During the Extraordinary Shareholders Meeting
celebrated the twenty ninth of April in the year two thousand and two, it was
agreed to amend the bylaws by





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increasing the number of directors from seven to nine. The same Extraordinary
Shareholders Meeting also revoked the Board of Directors from their roles and
the following new Board of Directors was elected: 1. Mr. Felipe
Ibáñez Scott,
2. Mr. Manuel Ibáñez Ojeda, 3. Mr. Fernando Larráin Cruzat, 4. Mr. Enrique
Barros Bourie, 5.Mr. Hans Eben Oyanedel, 6. Mr. Jonny Kulka Fraenkel, 7. Mr.
Gonzalo Eguiguren Correa, 8. Mr. Nicolás Ibáñez Scott; and, 9. Mr. Rodrigo Cruz
Matta. Due to the fact that the amendment of bylaws is not in force until it is
duly legalized, the first seven directors previously mentioned will assume
their roles immediately while the remaining two directors will do so as soon as
the amendment of the bylaws of the Corporation are legalized.

Six) Redrafted text of Bylaws.The Chairman explained that due to the corporate
amendments approved previously, it would be convenient to approve a redrafted
text of the Articles of Incorporation. This redrafted text should also be
adjusted in order for it to be adapted to the changes made by law number
eighteen thousand forty six, especially the reform introduced in numeral 9) of
its Article sixty seven, in reference to the disposal of the Corporations
assets and the incorporation of a new numeral 12), in reference to the
repurchase of shares of its own issuance, which is widely known to require a
legal proxy of extraordinary quorum.

Mr. Mendoza was asked to read the proposed text. The Chairman offered the
floor. No shareholder used the floor, as a result, the proposal made by the
Chairman was approved whereby the following agreement was adopted:

AGREEMENT NUMBER SIX.The following text is set as the redrafted text of the Articles of Incorporation of the Corporation:

REDRAFTED TEXT OF ARTICLES OF INCORPORATION

SECOND SECTION.- Capital and Shares.

FIFTH ARTICLE.- Capital:The Corporations capital is $378.407.111.914
divided into 1.630.000.000 nominative shares of one single series, without
nominal value.

SIXTH ARTICLE.- Certificates:The Certificates of the shares will be nominative
and, their form, issuance, delivery, replacement, exchange, non usability,
transfer and assignment, will be pursuant the rules and Regulations of
Corporations, which are considered as expressly reproduced.

SEVENTH ARTICLE.- Joint Ownership:In the event the ownership of one or more
shares is shared by a several individuals, co-owners may be forced to appoint
only one representative on their behalf, in order to act as one shareholder
before the Corporation.

THIRD SECTION.- Management.

EIGHTH ARTICLE.- Management.The corporation will be managed by a Board of
Directors, without detriment to the rights that correspond to a Shareholders
Meeting.

NINTH ARTICLE.- Board of Directors:The Board of Directors will be made up of
nine members and
it will be elected every three months by the Shareholders Meeting. The
Directors will continue with their duties after their term has expired if the
Meeting for their renewal has not been called; in such case, the





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Board of Directors shall summons within thirty days to a Meeting in order to
make the corresponding appointments. Directors may be reelected.

TENTH ARTICLE.- Board of Directors Election:For the election of the Board of
Directors, each shareholder will have a vote for each share they own or
represent, and he will also be able to accumulate his votes in favor of only
one individual, or may also distribute them in any manner he finds to be
convenient, and those individuals who in one and the same voting session result
with the largest number of votes will be proclaimed as elected, until the
number of Directors that must be elected are completed.

ELEVENTH ARTICLE.- Incompetencies and Conflict of Interest:The Directors will
resign from their functions due to incompetence and conflicts of interest
established by the law.

TWELFTH ARTICLE.- Replacements:In order to provide a replacement for any of
the directors that may have resigned due to any of the causes mentioned in the
previous Article, the Board of Directors will proceed to designate the
replacement(s), which will assume their duties until the next Ordinary
Shareholders Meeting, when the whole Board of Directors will be elected.

THIRTEENTH ARTICLE.- President, Vice President.During its first meeting, after
the Ordinary Shareholders Meeting has elected the Board of Directors, the Board
of Directors will elect from among its members a President, who will also be
the President of the Corporation. The Board of Directors may also, appoint one
or more Vice Presidents, who will replace the President, in the order that the
same Board of Directors will set.

FOURTEENTH ARTICLE. SESSIONS:The Board of Directors will hold a session as
often and in the place that the Board of Directors determine, while having to
meet at least once a month. The Board of Directors sessions will be ordinary
and extraordinary. The first will be celebrated on date that have been
determined by the Board of Directors and will not require a special summons.
The latter, when the Chairman specifically calls for such meetings, for himself
or as a result of an indication by one or more directors, prior qualification
by the Chairman about the need for such meeting, except if such is requested by
simple majority of the Board of Directors, in such case, a meeting will have to
necessarily be held without any previous qualification. During extraordinary
sessions, only matters that are specifically mentioned in the summons may be
dealt with. The call to the Board of Directors extraordinary sessions will be
made by means of certified letters sent to each one of the directors, at least
three days before its celebration. This term may be reduced to twenty-four
hours prior, if the letter is delivered in person to the director by a Public
Notary. The summons to an extraordinary session shall contain a reference to
the matters to be discussed during such a session and may be omitted if all
directors of the Corporation are present at the session.

FIFTEENTH ARTICLE. Constitute. Quorum:The responsibilities of a director are
exercised collectively, in a room that is legally established. The Board of
Directors sessions will meet formally as a body with the presence of the simple
majority of the directors and the agreements will be adopted by simple majority
of the directors that are present. Those directors who participate through
simultaneous and continuous communication through technological means
authorized by the Superintendent of Securities and Insurance will be considered
as participating despite the fact that they are not physically present, through
general instructions. In this case, their assistance and participation in the
session will be certified under the responsibility of the Chairman, or of
whoever is holding such function and the secretary of the Board of Directors,
while placing this fact on record in the minutes that are drawn for the same
session, which must also be signed and filed, if applicable, before the next
ordinary session or in the next session that is celebrated.





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SIXTEENTH ARTICLE. Authority:The Board of Directors represents the
Corporation legally and out of court, and for the compliance of the corporate
purpose, which must not necessarily be proven before third parties, it has all
the authority for management and to dispose of, that the law or these
Articles do not establish as exclusive of the Shareholders Meeting, without
detriment to the legal representation that is within the authority of the
Manager or of the authority that the Board of Directors provides. The Board of
Directors may delegate part of their authority on to the Managers, Assistant
Managers or attorneys of the Corporation, on to a director or a commission of
directors and on to other individuals for purposes that are specifically
established.

SEVENTEENTH ARTICLE.- Remuneration:Directors will be remunerated for
their duties and it will correspond to the Ordinary Meeting to set the amount
of such remuneration. The directors may receive remuneration or allowances for
special services, which may be permanent or temporary, which may also be
different from those of the director, which shall be authorized or approved by
the Shareholders Meeting. All of these remunerations shall be considered
expenses of the Corporation and as such they should entered in the accounting
books.

EIGHTEENTH ARTICLE.- Minutes:All consultations and agreements made and
reached by the Board of Directors will be registered in a book of minutes by
any means, as long as they offer certain security that nothing could be
inserted, deleted or no alteration could be made, which could affect the
accuracy of the minutes, which will be signed by the directors that were
present in such session. Should any of them pass away or not be able to sign
the corresponding minutes due to any cause whatsoever, the respective case or
obstacle will be placed on record in the same minutes. The minutes will be
understood as approved from the time it is signed, in accordance with that
which is stated in the preceding clause. Any director who wishes to exclude his
responsibility for any act or agreement reached by the Board of Directors shall
place on record in the minutes about such opposition, while such must also be
notified during the next Ordinary Shareholders Meeting by who ever is acting as
Chairman of such meeting. The director that finds that the minutes are not
precise or that they are omitting anything, has the right to write the
corresponding exclusions on the minutes before signing it.

FOURTH SECTION. The Manager

NINETEENTH ARTICLE. The Manager:The Board of Directors will appoint an
individual for the title of Manager, who will have the following sphere of
duties: a)oversee the immediate general management of the Corporation, in
accordance with the authority and instructions he receives from the Board of
Directors, and in accordance with these bylaws, and the laws and regulations
that are in force; b)to participate in the Board of Directors session and
Shareholders Meeting, while acting as secretary during such meetings and
sessions and maintain the respective books of minutes; c)to direct and to care
for internal economic order of the offices and that accounting be maintained in
an orderly manner; and d)to represent legally the corporation, according to
the seventh Article of the Civil Procedure Code.

FIFTH SECTION.- Shareholders Meetings.

TWENTIETH ARTICLE. Ordinary and Extraordinary Meetings.Shareholders
Meetings will be ordinary or extraordinary. The first will be celebrated
within the first four months of every year in order to discuss matters that are
to be known by shareholders and that are mentioned in the following Article.
The second could be celebrated at any one time, when it is so required because
of corporate needs, in order to decide any one matter that the Law or these By-Laws present to the knowledge of such Shareholders Meetings as long as such
matters are mentioned in the corresponding summons. When an Extraordinary Shareholders
Meeting must state an opinion about certain matters that are of an Ordinary





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Meeting, its operation and agreements will be subject to, when appropriate, to
the quorum applicable to the latter type of Meetings.

TWENTY FIRST ARTICLE.- Ordinary Meetings:It is subject of an Ordinary
Meeting: ONE: The review of the Corporations status and the review of the
reports made by External Auditors and the approval or rejection of the annual
report, the balance, the financial statements and demonstrations presented by
managers or liquidators of the Corporation: TWO: The distribution of the
profits for each fiscal year and, especially the distribution of dividends;
THREE: The election or revoking of members of the Board of Directors, of
liquidators and management controllers; and FOUR: In general, any matter that
is of corporate interest that is not of an Extraordinary Meeting.

TWENTY SECOND ARTICLE.- Extraordinary Meetings:It is subject of an
Extraordinary Meeting:
ONE: The dissolution of the Corporation; TWO : The conversion, merger or
division of the Corporation and the amendment of its bylaws; THREE: The
issuance of bonds or debentures convertible in shares; FOUR: The disposition of
the Corporations assets in the terms that numeral nine of Article sixty seven
of the law on Corporation specifies, or the fifty percent or more of
liabilities; FIVE: The issuance of real or personal guarantees in order to act
as surety of any liability of third parties, except if they were affiliated
corporations, in such case the approval of the Board of Directors would be
plenty; and SIX: All other matters that by Law or by these Articles correspond to
knowledge of or competence of the Shareholders Meeting. All matters related to
number one, two, three and four may only be agreed upon at the meeting held in
the presence of a Notary, who should certify that the minutes are the true
expression of that which took place and was agreed upon at the meeting.

TWENTY THIRD ARTICLE. Notice of Meeting.All meetings will be called by
the Corporations Board Directors. The Board of Directors shall call: ONE: To
an Extraordinary Meeting, to be carried out within the following quarter after
the date of the balance, in order to be aware of all matters of their sphere of
competence; TWO : To an Extraordinary Meeting as long as, in their judgment it
is justified for the interests of the Corporation; THREE:To an Ordinary or
Extraordinary Meeting, which ever the case may be, when it is requested by the
shareholders they represent, at least ten percent of the shares issued with a
right to vote, while mentioning in such call all matters to be discussed during
such Meeting. The Meetings called by virtue of the request made by shareholders
shall be celebrated within the thirty days period as of the date such request
is made.

TWENTY FOURTH ARTICLE. Summons:The summons to the Shareholders Meeting
will take place by means of a significant advertisement that shall be published
at least three times, in different days in the newspaper that is local to the
Corporations address, that has been determined by the Shareholders Meeting or,
if there is a lack of agreement on such matter or in the case the appointed
newspaper has been canceled or suspended, it shall be in the Diario Oficial, at
the time, in the manner and under the conditions that the Rules of Corporations
state. Those Meetings where the total number of shares issued with a right to
vote are present, may be duly held, despite the fact that the required
formalities for the citation had not been met.

TWENTY FIFTH ARTICLE. Constitution of the Meetings.The Meetings that will
be formally held at the first summons with the simple majority of the shares
issued with a right to vote, that is, at least with fifty percent and one of
the shares issued, and for the second summons, with those which are present or
represented, which ever their number may be, and the agreements will be adopted
with the simple majority, that is, at least with the half and one of the shares
present or represented with a right to vote, unless the law, regulations or the
current bylaws indicate a varied quorum. The ads to be placed for the second
meeting, may only be published
once the Meeting to be held at the first summons fail, and in any case,
the new Meeting shall be called upon to be celebrated within forty five days
after the date set for





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the Meeting that was not carried out. The Chairman or whoever is to act as such
at that one moment, of the Board of Directors will act as chairman of the
Meetings, and whoever has been appointed as secretary will act as secretary, if
one has been appointed, or the manager in the event no one has been appointed
as secretary for such meetings.

TWENTY SIXTH ARTICLE.- Participation: Only the holders of the shares
registered in the Registry of Shares five working days before the date the
respective Meeting is to be held, may be able to participate in the Meetings
and exercise their right to speak and vote. The holders of the shares without a
voting right as well as directors and Managers that are not shareholders, may
participate in the Meetings with a right to speak.

TWENTY SEVENTH ARTICLE.- Powers of Attorney:Shareholders may be represented at
the Meetings by another individual, even if such individual is not a
shareholder. The representation shall be conferred in writing for the total
number of shares, the principal may hold at such date. The form and text of
the power of attorney and the qualification of the powers of attorney will be
carried out pursuant that which is established by the Regulations of
Corporations.

TWENTY EIGHTH ARTICLE.- Qualified Quorum:The agreements of the Extraordinary
Shareholders Meeting that imply an amendment of the Articles of
Incorporation, shall be adopted with a simple majority of the shares issued
with a right to vote. However, the agreements related to the following matters
will require the votes of two thirds of the total number of shares issued with
a right to vote: ONE: The conversion of the Corporation, the division of the
same and its merger with another Corporation; TWO: The anticipated dissolution
of the Corporation and the setting of a term of duration; THREE: The change of
corporate address; FOUR: The reduction of equity; FIVE: The approval of
contributions and estimations of goods that do not consist of money; SIX: The
amendment of authority reserved for the Shareholders Meeting or limitations to
the authority of the Board of Directors; SEVEN: The reduction of members of the
Board of Directors; EIGHT: The disposal of fifty percent or more of the
Corporations assets, whether it includes or not its liabilities; as well as to
draw up or amend any business plan that takes into account the disposal of
assets for an amount that exceeds the previously mentioned percentage. For such
purpose, it is assumed that they are one disposal operation, those which are
improved through one or more acts related to any corporate property, during any
period of twelve consecutive months; NINE: The amendment of the form of
distribution of the Corporations profits; TEN: The issuance of real or personal
guaranties in order to act as surety of third party liabilities that may exceed
the fifty percent of assets, except in reference to affiliates, in which case
the approval of the Board of Directors would be plenty; ELEVEN: The acquisition
by the Corporation, of shares of its own issuance, under the conditions set in
Articles twenty seven A and twenty seven B of the Law on Corporations; TWELVE:
The restructuring of invalidity, caused by the irregularity of procedures that
an amendment of bylaws may have, which includes one or more or matters as those
mentioned in this Article; and THIRTEEN: The amendments to the bylaws whose
objective is the creation, amendment or abolition of preferences, shall be
approved with the vote of agreement of two thirds of the shares of the affected
series.

TWENTY NINTH ARTICLE.- Minutes:The result of discussions and agreements
at the Meetings, will be placed on record at the book of minutes, which should
be carried out by the Manager of the Corporation. The minutes shall be signed
by those who acted as Chairman and Secretary of the Meeting and by three
Shareholders elected by them, or by all participants if they were less than
three. The minutes will be considered approved as of the moment it is signed by
the individuals mentioned in the previous clause. If any of the individuals
appointed for signing the minutes finds that the minutes are missing certain information or are
not precise, they have the right to write the omissions they feel to be
appropriate before they sign it.





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SIXTH SECTION. Management Control.-

THIRTIETH ARTICLE.-Auditors:The Corporations Ordinary Meeting will designate
annually independent External Auditors, in order to examine accounting,
inventory, balance and other financial statements. They shall report in writing
during the next Ordinary Meeting about the fulfillment of their instructions.

THIRTY FIRST ARTICLE.- Information available to shareholders: The annual
report, balance, inventories, minutes, books and information about the External
Auditors, will be available to all shareholders for their review at the
managements offices of the Corporations, during the fifteen days prior to the
date mentioned for the Shareholders Meeting. Shareholders may only ask for the
review of such documents during the period mentioned previously.

SEVENTH SECTION.- Balance and Distribution of Profits.-

THIRTY SECOND ARTICLE.- Balance:The Corporation will prepare a general balance
to the thirty first of December of each year.

THIRTY THIRD ARTICLE.- Annual Report:The Board of Directors shall present
before the Ordinary Shareholders Meeting for their consideration an annual
report well reasoned about the
Corporations conditions during the last fiscal year, together with a
general balance of the profits and loss conditions and the report on such
matter presented by the External Auditors. All of these documents shall reflect
clearly the net worth conditions of the Corporation upon the end of the fiscal
year and the benefits obtained or the losses incurred during the same period.

THIRTY FOURTH ARTICLE.- Dividends:Unless a different agreement is adopted
by the respective Meeting by the unanimity of shares issued with a voting
right, the Shareholders Meeting shall allocate no less than thirty percent of
liquid profits of each fiscal year to be distributed as a dividend in money if
there were no losses accumulated from previous fiscal years. It would
correspond for shareholders registered in the Registry of Shareholders on the
fifth working day prior to the date set for the payment, to receive dividends.

THIRTY FIFTH ARTICLE.- Temporary Dividends:The Board of Directors will be
able to, under the personal responsibility of the directors that reach the
respective agreement, distribute temporary dividends during the fiscal year,
with charges to profits of the same, as long as there are no accumulated
losses.

EIGHTH SECTION.- Dissolution and Liquidation

THIRTY SIXTH ARTICLE.- Dissolution:The Corporation is dissolved due to
causes that are mentioned by the law.

THIRTY SEVENTH ARTICLE.- Liquidation:Once the Corporation is dissolved, the
words in liquidation will be added to its name, and the Shareholders Meeting
shall appoint a Commission of three members that will proceed with its
liquidation. The election will take place as mentioned in the tenth





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Article. The liquidating commission will appoint from among its members a
President, who will represent the Corporation. The Liquidating Commission will
proceed to carry out the liquidation with subjection and pursuant the law and
the agreements that legally correspond to the Shareholders Meeting, without
detriment to the fact that its instructions may be revoked to the cases
specified by the law. Despite that which has been mentioned in the previous
Articles, the liquidation will not proceed, if the Corporation is to dissolve
because all of its shares are in the hands of only one individual.

NINTH SECTION. General Provisions.-

THIRTY EIGHTH ARTICLE.- Arbitration:The difficulties that may come up
between the Corporation or its Board of Directors and the Shareholders, or
between shareholders because of an application, compliance or
interpretation of
this contract, whether it is during the life of the Corporation or while its
liquidation is pending, shall be resolved by an arbitrating arbitrator,
designated by mutual agreement by the interested parties, who will become
aware of the matter in question without any prior judgment, and whose final
resolution cannot be appealed. In the event there is no mutual agreement among
the parties, the arbitrator shall be designated by the Civil Judge of Santiago
that may correspond, in such case, the arbitrator shall be by right and the
appointment shall be for one individual who is or has chaired at the university
Civil Law or Commercial Law for more than five years at a well known university
that is recognized by the State of Chile.

THIRTY NINTH ARTICLE. Additional Regulations:In every matter that is not
foreseen in these bylaws, the legal or regulatory provisions in force for
Corporation shall be applied, as long as it is not a matter whose resolution or
decision corresponds to the Shareholders Meeting.

INTERIM ARTICLES: First Transitory Article.The Corporations capital of
three hundred and seventy eight thousand four hundred and seven million one
hundred eleven thousand nine hundred fourteen pesos, which is divided and
represented by one thousand six hundred and thirty million nominative shares of
one single series without nominal value, is subscribed and paid and will be
subscribed and paid in the following manner: a) with the amount of two hundred
and fourteen thousand seven hundred eighty four million six hundred eleven
thousand nine hundred and fourteen pesos which corresponds to one thousand
three hundred and eighty million of nominative shares of one single series and
without nominal value which is the Corporations capital subscribed and paid
pursuant the balance of the same to the thirty first of December in the year
two thousand and two, an amount that includes the proportional distribution of
the revaluation of the stockholders equity capital to the mentioned date,
while such balance has been approved by the ordinary shareholders meeting of
the Corporation celebrated the twenty ninth of April in the year two thousand
and three; and, b) with the amount of one hundred and sixty three thousand six
hundred twenty two million five hundred thousand pesos which correspond to two
hundred and fifty million nominative shares of one single series and without
nominal value, and amount that corresponds to the increase of capital approved
during the extraordinary shareholders meeting of the Corporation celebrated on
the twenty third of May in the year two thousand and two, which will be
subscribed and paid pursuant that which has been agreed during such meeting and
through one or more sales, as determined by the Board of Directors of the
Corporation, which was expressly authorized by the mentioned meeting, with a
period of three years as of the date the mentioned meeting took place. In
reference to the referred to capital increase, the meeting celebrated the
twenty third of May in the year two thousand and two, agreed to give the
authority to the Board of Directors of the Corporation to: i) determine to
carry out one or more placements with charges to the shares that correspond to
the increase of capital; ii) to decide the opportunity, the beginning and the
end of each of the mentioned placement periods, iii) to determine the
amount of shares offered in each of such placements; iv) to proceed with
the issuance of such shares; v) to represent and to have the Corporation be
represented at the subscription of the same; vi) to carry out all other acts
that may be necessary and





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plenty for the placement of such shares. vii) to stamp current certificates or
to print others in replacement, while keeping on record in both cases the
number of shares that the equity is divided into, viii) to have that which is
required for the exchange of old certificates for the new ones, in such case,
ix) to set publication dates of the option or options and the initiation and
end of the period or periods for subscription and payment., and, x)
to decide
and agree on all other matters, minutes, modes or circumstances that may come
up in reference to the increase of equity agreed upon during this extraordinary
shareholders meeting, including the execution, on its own or through
representatives, of all arrangements that may be necessary before the
Securities Exchange Commission and other individuals, entities and authorities
that may be necessary for the registration in the United States of America, the
option of preferential subscription which corresponds to the holders of
American Depositary Receipts or ADRs issued by the Corporation.

Second Transitory Article.During the Corporations Extraordinary
Shareholders Meeting held on the twenty ninth of April in the year two thousand
and three, it was agreed to amend the bylaws in order to increase the number of
directors from seven to nine. During the same Extraordinary Meeting, the Board
of Directors was revoked from its responsibilities, while the following new
Board of Directors was appointed: 1. Mr. Felipe Ibáñez Scott, 2 Mr. Manuel
Ibáñez Ojeda, 3. Mr. Fernando Larráin Cruzat, 4. Mr. Enrique Barros Bourie, 5.
Mr. Hans Eben Oyanedel, 6. Mr. Jonny Kulka FraenkeI, 7. Mr. Gonzalo Eguiguren
Correa, 8. Mr. Nicolas Ibáñez Scott; and, 9. Mr. Rodrigo Cruz Matta. Since the
amendment made to bylaws is not effective as long as it is not duly legalized,
the first seven directors mentioned will initiate their responsibilities
immediately, while the remaining two directors do so as soon as the amendment
of the Corporations by laws is duly legalized.

TENTH. Abridgement to a Public
Instrument. The Chairman stated that since
some of the agreements adopted by this Extraordinary shareholders Meeting
included the amendment of bylaws, it would be required to abridge to a public
instrument the minutes of this session. It was then proposed that for this
purpose the General Manager Mr. Cristóbal Lira
Ibáñez, and Mrs. María Isabel
Díaz Velasco and Mr. Carlos Court Astaburuaga would count on the required
authority to abridge the minutes of this Extraordinary Shareholders Meeting to
a public instrument, as soon as it is signed by the individuals appointed by
the assembly for such purpose, in addition to the Chairman and the Secretary,
whereby it would be considered as approved, and in order to initiate all other
required processes for the legalization of the amended bylaws agreed upon. It
was finally proposed to provide the required authority to the General Manager,
Mr. Cristóbal Lira Ibáñez and Mr. Ricardo Mendoza Vivanco in order for any one
of them to communicate to the Superintendent of Securities and Insurance and to
the Stock Exchange, about the agreements adopted by the Meeting, such as
relevant or essential events, as well as to send a copy of the minutes of this
meeting, its subsequent abridgement to a public instrument and the filing of
the summary in a notary registry book. The proposal was approved unanimously.

ELEVENTH. End of Session.

Having complied with the purpose of the summons, the chairman adjourned
the session at twelve forty-five hours. The Chairman thank all shareholders
for their participation in this Extraordinary shareholders Meeting.

TWELFTH. Attendance.The following individuals were present for themselves or
by power of attorney at the Extraordinary shareholders Meeting:





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|                      |  |                         |  |              |             |  |  | 
|--------------------- |  | ----------------------- |  | ------------ | ----------- |  |  | 
|                      |  | Number of own shares    |  |              |             | 
|Name of Participant   |  | or by Power of Attorney |  | Total Shares
|                      |  |                         |  |             
|Acevedo B., Orlando   |  | for himself             |  |              | 7.318       | 
|Alfaro H., Arturo S.  |  | for himself             |  |              | 51.710      | 
|Ambia M., J. Ignacio  |  | for himself             |  |              | 79.574      | 
|Barros B., Enrique    |  | by power of attorney    |  |              | 39.573      | 
|                      |  | for himself             |  |              | 77.950      | 
|Borzutzky S., Vivian  |  | by power of attorney    |  |              | 8.888.934   | 
|Cañas G., Rodrigo     |  | for himself             |  |              | 38.208      | 
|Castillo P., Miguel   |  | for himself             |  |              | 31.369      | 
|Contreras D., Ximena  |  | for herself             |  |              | 5.453       | 
|Cruz M., Rodrigo      |  | by power of attorney    |  |              | 180.161.328 | 
|                      |  | for himself             |  |              | 233.853     | 
|Diaz V., M. Isabel    |  | by power of attorney    |  |              | 562.565.935 | 
|Eguiguren C., Gonzalo |  | by power of attorney    |  |              | 60.192.494  | 
|                      |  | for himself             |  |              | 170.212     | 
|Garcés R., Javier     |  | for himself             |  |              | 70.155      | 
|Granski, Edmund       |  | by power of attorney    |  |              | 131.353.559 | 
|Ibáñez
S., Nicolas C. |  | by power of attorney    |  |              | 639.550     | 
|                      |  | for himself             |  |              | 425.531     | 
|Ibáñez O., Manuel     |  | by power of attorney    |  |              | 75.579      | 
|Ibáñez S., Felipe     |  | by power of attorney    |  |              | 790.432     | 
|Kulka F., Jonny       |  | by power of attorney    |  |              | 2.460.711   | 
|                      |  | for himself             |  |              | 72.754      | 
|Larrain C., Fernando  |  | by power of attorney    |  |              | 165.336.454 | 
|Peralta V., Diego     |  | by power of attorney    |  |              | 120.048.776 | 
|Pérez
L., Raúl        |  | for himself             |  |              | 142.765     | 





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|                                  |  |                         |  |              |            |  |        | 
|--------------------------------- |  | ----------------------- |  | ------------ | ---------- |  | ------ | 
|                                  |  | Number of own shares    |  |              |            | 
|Name of Participant               |  | or by Power of Attorney |  | Total Shares
|                                  |  |                         |  |             
|Pipino
F., Álvaro                 |  | for himself             |  |              | 3.890.082  | 
|Rosales A., Ricardo               |  | for himself             |  |              | 2.765      | 
|Saxton B., Carlos                 |  | by power of attorney    |  |              | 35.164.647 | 
|Blank powers of attorney received |  |                         |  |              |            |  | 40.396 | 
|TOTAL1.273.058.067 shares         |  |                         |  |              |            |  |        | 

FOURTEENTH. Signing the Minutes.

|                                      |  |                                 
|------------------------------------- |  | --------------------------------
|/s/ Mrs. M. Isabel Díaz Velasco       |  | /s/ Mr. Rodrigo Cruz Matta      
|                                      |  |                                 
|Mrs. M. Isabel Díaz Velasco           |  | Mr. Rodrigo Cruz Matta          
|                                     
|/s/ Mr. Fernando Larraín Cruzat       |  | /s/ Mr. Felipe Ibáñez Scott     
|                                      |  |                                 
|Mr. Fernando Larraín Cruzat           |  | Mr. Felipe Ibáñez Scott
Chairman
|                                     
|/s/ Mr. Ricardo Mendoza Vivanco       |  |                                 
|                                      |  |                                 
|Mr. Ricardo Mendoza Vivanco
Secretary |  |                                 





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NOTARY CERTIFICATE.The Notary that signs this document certifies that: One)He
was present at the meeting that the preceding minutes mention which corresponds
to the twelfth Extraordinary Shareholders Meeting of
Distribución y Servicio
D&S S.A., celebrated the twenty ninth of April in the year two thousand and
three, at eleven thirty hours, at Presidente Eduardo Frei Montalva Avenue,
number eight thousand three hundred and one, in the municipality of Quilicura.
Two)That the holders of shares that are mentioned at the end of the minutes
were present at the mentioned Meeting, such attendance was maintained during
the whole Meeting, especially, at the moment the agreements were made. Three)
That a total of 1.273.058.067 shares issued by the Corporation were present.
Four)That the agreements adopted by the Meeting were approved by unanimity of
the shares that were present with a voting right, except the election of
directors, whose voting has been mentioned in the minutes. Five)That the
preceding minutes are a true expression of that which was agreed at the
Extraordinary Shareholders Meeting. Six)That the minutes has been signed by
the individuals appointed for such purpose.

Santiago, twenty ninth of April,
two thousand and three.


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| |  | /s/  Mr. Iván Torrealba Acevedo        
| |  | Mr. Iván Torrealba AcevedoPublic Notary