Exhibit
1.1





MEMORANDUM
AND ARTICLES OF ASSOCIATION


OF


SOCIEDAD
QUIMICA Y MINERA DE CHILE S.A.


FREE
TRANSLATION.


*
* * * * * *





I.
            CONSTITUTION.





Sociedad
Química y Minera de Chile S.A., hereinafter also and indistinctly referred to as
the Corporation or SQM, was constituted by public deed awarded on June 17, 1968
before Santiago Notary Public Mr. Sergio Rodríguez Garcés. Its abstract was
registered on June 29, 1968 in the Business Registry of the Santiago Real Estate
Property Register, on page 4.533 No. 1.991. The Corporation’s existence was
approved by Decree No. 1.164 (Decreto Supremo No. 1.164) from June 22, 1968 of
the Ministry of Finance, and also registered on June 29, 1968 in the Business
Registry of the Santiago Real Estate Property Register, on page 4.537 No. 1.992,
and inscribed within the margin of the corporate registration. The abstract of
the articles of incorporation, approved by the Superintendency of Insurance
Companies, Corporations, and Stock Exchanges, and the Decree authorizing the
Corporations’ existence, were published in the Official Gazette (Diario Oficial)
No. 27.080, on June 29, 1968.




II.
            AMENDMENTS.





1.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on October 9, 1969 and an abstract was executed
      into public deed on October 13, 1969 before Santiago Notary Public Mr.
      Sergio Rodríguez Garcés. The abstract of this deed, approved by the
      Superintendency of Insurance Companies, Corporations, and Stock Exchanges,
      was registered on February 5, 1970 in the Business Registry of the
      Santiago Real Estate Property Register, on page 947 No. 447, and was
      inscribed within the margin of the corporate registration. The amendment
      was approved by Decree No. 63 of January 26, 1970 of the Ministry of
      Finance, and was registered on February 5, 1970 in the Business Registry
      of the Santiago Real Estate Property Register, on page 948 No. 448, and
      inscribed within the margin of the abstract’s registration of the deed of
      amendment. The deed of amendment’s abstract and the Decree approving the
      amendment were published in the Official Gazette No. 27.566 on February 7,
      1970.





Among
other matters, this amendment established a preferred dividend for Series "A"
shares of the Corporation’s net earnings originated in the draw-back awarded by
Decree No. 914 of September 4, 1969 of the Ministry of Economy, Development and
Reconstruction.





2.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on April 21, 1977 and an abstract was executed
      into public deed on May 19, 1977 before Santiago Notary Public Mr. Jaime
      Morandé Orrego. This public deed was subsequently complemented by the
      public deeds awarded on May 15 and September 21, 1978, before Santiago
      Notary Public Mr. Jaime Morandé Orrego. The amendment was approved by
      means of Exempt Resolution No. 256-S of June 27, 1979 of the
      Superintendency of Insurance Companies, Corporations, and Stock Exchanges.
      The certificate from the General Secretary of that Superintendency
      regarding the mentioned Resolution and abstract of the deed of amendment,
      was published in the Official Gazette No. 30.408 on July 7, 1979,
      registered in the Business Registry of the Santiago Real Estate Property
      Register on page 8.068 No. 4.908 on July 9, 1979, and inscribed within the
      margin of the corporate
registration.





Among
other matters, this amendment specified the corporate purposes, eliminated the
division of shares into Series, increased the payment term for share capital and
reduced the period for SQM’s Directors to 2 years.








3.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on April 19, 1979 and an abstract was executed
      into public deed on May 18, 1979 before Santiago Notary Public Mr. Jaime
      Morandé Orrego. This deed was subsequently complemented by a public deed
      executed on January 8, 1980 before Santiago Notary Public Mr. Jaime
      Morandé Orrego . The amendment was approved by means of Resolution No.
      020-S of January 14, 1980 of the Superintendency of Insurance Companies,
      Corporations, and Stock Exchanges. The certificate of the General
      Secretary of that Superintendency regarding this Resolution, the abstract
      of the deed of amendment and its complementary deed was registered in the
      Business Registry of the Santiago Real Estate Property Register, on page
      1.080, No. 569, on January 21, 1980, and inscribed within the margin of
      the corporate registration.  The abstract of the deed of amendment
      and the aforementioned certificate were published in the Official Gazette
      No. 30.572, on January 24, 1980.





Among
other matters, this amendment reduced the number of Directors to 7 and
eliminated the positions of alternate Directors.





4.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on July 6, 1981 and an abstract was executed
      into public deed on July 6, 1981 before Santiago Notary Public Mr. Jaime
      Morandé Orrego. This deed was subsequently complemented by a public deed
      also executed before Santiago Notary Public Mr. Rubén Galecio Gómez, on
      October 20, 1981. The amendment was approved by means of Resolution No.
      652 of October 21, 1981 from the Superintendency of Securities and
      Insurances. The certificate of the General Secretary of that
      Superintendency regarding the mentioned Resolution, the abstract of the
      deed of amendment and the complementary deed was registered in the
      Business Registry of the Santiago Real Estate Property Register, on page
      23.170 No. 12.751, on December 15, 1981 and inscribed within the margin of
      the corporate registration.  The abstract of the deed of amendment
      and the aforementioned certificate were published in the Official Gazette
      No. 31.142, on December 16, 1981.





Among
other matters, this amendment increased share capital of US$ 40,000,000, divided
into 40,000,000 shares with a nominal value of US$ 1 each, to US$ 123,491,099
divided into 123,491,099 shares with a nominal value of US$ 1 each.




5.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on April 14, 1982 and an abstract was executed
      into public deed on April 15, 1982 before Santiago Notary Public Mr. Rubén
      Galecio Gómez.  The abstract of this deed of amendment was published
      in the Official Gazette No. 31.255 on May 4, 1982, registered in the
      Business Registry of the Santiago Real Estate Property Register on page
      7.600, No. 4.184 on May 7, 1982, and inscribed within the margin of the
      corporate registration.





Among
other matters, this amendment adjusted the by-laws to comply with the provisions
of Law No. 18.046 of 1981.





6.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on August 5, 1982 and an abstract was executed
      into public deed on September 6, 1982, before Santiago Notary Public Mr.
      Patricio Zaldívar Mackenna. The abstract of this deed of amendment was
      published in the Official Gazette No. 31.377, on September 27, 1982,
      registered in the Business Registry of the Santiago Real Estate Property
      Register, on page 16.546, No. 9.482 on September 27, 1982, and inscribed
      within the margin of the corporate
registration.





Among
other matters, this amendment voluntarily subjected the Corporation to the
regulations governing publicly-held corporations and, thereby, obligated it to
register its stock in the National Security Register (Registro Nacional de
Valores) and establish the incompatibility of the position of Chief Executive
Officer with that of Director, Auditor or Accountant and to specify that SQM’s
General Ordinary Shareholders’ Meeting appoints the Corporation’s External
Auditors on a yearly basis.








7.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on July 26, 1984 and an abstract was executed
      into public deed on August 9, 1984 before Santiago Notary Public Mr. Mario
      Baros González. The abstract of the deed of amendment was published in the
      Official Gazette No. 31.962, on August 31, 1984, registered in the
      Business Registry of the Santiago Real Estate Property Register on page
      12.682, No. 6.912, on August 31, 1984, and inscribed within the margin of
      the corporate registration.





Among
other matters, this amendment reduced share capital to US$79,528,455 by
absorbing losses of US$43,962,644 accumulated as of December 31, 1983, thus
leaving the Corporation’s share capital divided into 123,491,099 shares without
nominal value.





8.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on August 8, 1986 and an abstract was executed
      into public deed on August 12, 1986 before Santiago Notary Public Mr.
      Mario Baros González. The abstract of this deed of amendment was
      registered in the Business Registry of the Santiago Real Estate Property
      Register, on page 15.600, No. 8.754, on August 22, 1986 and inscribed
      within the margin of the corporate registration.  This abstract was
      corrected, registering the correction on page 17.211, No. 9.564, on
      September 15, 1986 and inscribing it within the margin of the
      aforementioned Business Registry.  Both abstracts were published in
      the Official Gazettes No. 32.554 and No. 32.572, on August 22, 1986 and
      September 13, 1986, respectively.





Among
other matters, this amendment adapted the By-Laws to provisions contained in
Title XII of Decree Law No. 3.500 of 1980, adding Articles 1 Bis, 5 Bis, 16 Bis,
18 Bis, 27 Bis, 28 Bis, 31 Bis, 36 Bis and a ninth chapter with "Special
Regulations".




9.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on December 5, 1988 and an abstract was
      executed into public deed on January 19, 1989 before Santiago Notary
      Public Mr. Patricio Zaldívar Mackenna. The abstract of this deed of
      amendment was registered in the Business Registry of the Santiago Real
      Estate Property Register, on page 3.263, No. 1.555, on February 1, 1989,
      inscribed within the margin of the corporate registration and published in
      the Official Gazette No. 33.289, on February 3,
  1989.





Among
other matters, this amendment modified the Corporations’ name, established its
indefinite duration and extended its corporate purposes.





10.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting, held on April 23, 1993 and an abstract was executed
      into public deed on April 27, 1993 before Santiago Notary Public Mr. Juan
      Ricardo San Martín Urrejola. The abstract of this deed of amendment was
      published in the Official Gazette No. 34.554 on April 30, 1993, registered
      on page 8.675, No. 7.186 of the Business Registry of the Santiago Real
      Estate Property Register for 1993 and inscribed within the margin of the
      corporate registration.





Among
other matters, this amendment (a) increased the Corporation’s share capital of
US$79,528,455, divided into 123,491,099 shares without nominal value and fully
paid, to US$229,528,455 divided into 123,491,099 Series A shares without nominal
value and fully paid, and 83,007,413 Series B shares without nominal value,
either fully paid or payable, 16,601,482 shares with US$30,000,000 by means of
immediate capitalization of retained earnings equal to that amount, and
66,405,931 shares with US$120,000,000 by means of issuing, subscribing, and
paying for these shares within three years of April 23, 1993; (b) established
that only Series A shares are able to separately elect, in the respective
Meeting, Directors and Inspectors of the Corporation’s accounts and their
respective alternates; (c) established that only Series B shares are able to
separately elect, in the respective Meeting, the Corporation’s External
Auditors; (d) determined that the aforementioned privileges will be in force for
50 years from April 23, 1993; and (e) replaced articles 5, 11, 12, 31, and 32 of
the By-Laws and included 2 new temporary articles into the
By-Laws.








11.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held June 3, 1993 and an abstract was executed into
      public deed on June 3, 1993 before Santiago Notary Public Mr. Juan Ricardo
      San Martín Urrejola.  The abstract of this deed of amendment was
      published in the Official Gazette No. 34,584 on June 7, 1993, and
      registered on page 13.866 No. 11.475 of the Business Registry of the
      Santiago Real Estate Property Register for 1993.  This abstract was
      corrected and the corrections were published in the Official Gazettes No.
      34.589, No. 34.600 and No. 34.609 on June 14, 1993, June 26, 1993 and July
      8, 1993, respectively.  The corrections were registered on page
      15.410, No. 12.761, on July 23, 1993 of the Business Registry of the
      Santiago Real Estate Property Register for 1993 and inscribed, along with
      the aforementioned abstract of the deed of amendment, within the margin of
      the corporate registration.





Among
other aspects, this amendment: (a) revoked and fully annulled all agreements
adopted at the Corporation’s General Extraordinary Shareholders’ Meeting held
June 3, 1993, an abstract of which was executed into public deed on June 3, 1993
before Santiago Notary Public Juan Ricardo San Martín Urrejola; (b) increased
the share capital of US$79,528,455, divided into 123,491,099 shares without
nominal value and fully paid, to US$229,528,455 divided into 123,491,099 Series
A shares without nominal value and fully paid and 83,007,413 Series B shares
without nominal value and paid or to be paid, 16,601,482 shares with
US$30,000,000 by means of immediate capitalization of retained earnings for that
amount, and 66,405,931 with US$120,000,000 by means of issuing, subscribing and
paying for such shares within three years of June 3, 1993; (c) increased the
number of Directors from 7 to 8; (d) established that Series B shares have a
restricted right to vote, since they can only elect 1 Director; (e) established
the preference of Series B shares to enable them to -i- call an Ordinary or
Extraordinary Meeting when requested by Series B shareholders representing at
least 5% of the issued Series B shares and -ii-, call an Extraordinary Board of
Directors’ Meeting without the Chairman’s authorization, when requested by the
Director elected by Series B shareholders; (f) indicated that before a tie in
electing the Chairman, a new election will be called excluding the Director
elected by Series B shareholders, and that this exclusion represents a
preference for Series A shares; (g) determined that the aforementioned
privileges will be in force for 50 years from June 3, 1993; and (h) replaced
Articles 5, 9, 11, 12, 14, 15, 19, 28, 30, 31, and, 32 of the By-Laws, and
included 2 new temporary articles to the By-Laws.





12.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on December 19, 1994 and an abstract was
      executed into public deed on December 26, 1994 before Santiago Notary
      Public Mr. Juan Ricardo San Martín Urrejola.  The abstract of this
      deed of amendment was published in the Official Gazette on January 6,
      1995, registered on January 16, 1995 on page 1.391, No. 1.113 of the
      Business Registry of the Santiago Real Estate Property Register for 1995
      and inscribed within the margin of the corporate registration. This
      abstract was corrected and the correction was published in the Official
      Gazette No. 35.067 on January 14, 1995 and inscribed within the margin of
      the aforementioned registration.





Among
other matters, this amendment: (a) adapted the By-Laws to the provisions of Law
No. 19.301; (b) extended the specific corporate purposes; (c) indicated that the
Corporation’s share capital amounts to US$265,669,746 divided into 120,376,972
Series A shares without nominal value and fully paid, and 83,007,413 Series B
shares without nominal value and fully paid; (d) replaced articles 5 Bis, 31, 31
Bis, 41 and 43 of the By-Laws and (e) annulled the first temporary
article.




13.
            The
      By-Laws were amended at the Corporation’s General Extraordinary
      Shareholders’ Meeting held on September 1, 1995 and an abstract was
      executed into public deed on September 1, 1995 before Santiago Notary
      Public Mr. Juan Ricardo San Martín Urrejola.  The abstract of this
      deed of amendment was published in the Official Gazette No. 35.260 on
      September 4, 1995, registered on September 4, 1995 on page 20.977, No.
      16.988 of the Business Registry of the Santiago Real Estate Property
      Register for 1995 and inscribed within the margin of the corporate
      registration.








Among
other matters, this amendment: (a) increased share capital of US$265,669,746
divided into 120,376,972 Series A shares without nominal value and 83,007,413
Series B shares without nominal value to a new share capital of US$435,669,746
divided into 120,376,972 Series A shares without nominal value and 120,376,972
Series B shares without nominal value and (b) replaced article 5 of the By-Laws,
renamed the temporary article as temporary article 1 and incorporated temporary
article 2.




14.
            The
      By-Laws were amended at the Corporation’s Extraordinary Shareholders’
      Meeting held April 26, 1996 and an abstract was executed into public deed
      on May 3, 1996 before Santiago Notary Public Mr. Juan Ricardo San Martín
      Urrejola.  The abstract of this deed of amendment was published in
      the Official Gazette No. 35.466 on May 14, 1996, registered on page 11.504
      No.9.332 of the Business Registry of the Santiago Real Estate Property
      Register for 1996.





Among
other matters, this amendment: (a) indicated that share capital amounts to
US$415,160,946 divided into 120,376,972 Series A shares without nominal value
and fully paid and 120,376,972 Series B shares without nominal value and fully
paid and (b) modified Article 5, annulled transitory article No. 2 and renamed
transitory article No.1 as transitory article.





15.
            The
      By-Laws were amended at the Corporation’s Extraordinary Shareholders’
      Meeting held on April 28, 1997 and an abstract was executed into public
      deed on April 28, 1997 before Santiago Notary Public Mr. Juan Ricardo San
      Martín Urrejola.  The abstract of this deed of amendment was
      published in the Official Gazette No. 35.758 on May 6, 1997, registered on
      May 9, 1997 on page 11.099 No. 8.802 of the Business Registry of the
      Santiago Real Estate Property Register for 1997 and inscribed in the
      margin of the corporate
registration.





Among
other matters, this amendment: (a) increased the term that Directors serve from
2 to 3 years and (b) modified Articles 10 and 14 of the By-Laws.




16.
            The
      By-Laws were amended at the Corporation’s Extraordinary Shareholders’
      Meeting held on February 6, 1998 and an abstract was executed into public
      deed on February 6, 1998 before Mr. Oscar Ernesto Navarrete Villalobos,
      Deputy Notary Public for Santiago Notary Public Mr. Juan Ricardo San
      Martín Urrejola.  The abstract of this deed of amendment was
      published in the Official Gazette No. 35.986 on February 9, 1998,
      registered on February 9, 1998 on page 3.556 No. 2.851 of the Business
      Registry of the Santiago Real Estate Property Register for 1998 and
      inscribed within the margin of the corporate
  registration.





Among
other matters, this amendment (a) increased the Corporation’s share capital from
US$415,160,946 divided into 120,376,972 Series A shares without nominal value
and fully paid and 120,376,972 Series B shares without nominal value and fully
paid to US$494,160,946 divided into 143,376,972 Series A shares without nominal
value and 120,376,972 Series B shares without nominal value and (b) replaced
Article 5, renamed the transitory article as transitory article No.1 and
incorporated a new transitory article No.2.




17.
            The
      By-Laws were amended at the Corporation’s Extraordinary Shareholders’
      Meeting held November 20, 1998 and an abstract was executed into public
      deed on November 20, 1998 before Santiago Notary Public Mr. Juan Ricardo
      San Martín Urrejola.  The abstract of this deed of modification was
      published in the Official Gazette No. 36,224 on November 26, 1998,
      registered on November 26, 1998 on page 29.145 No.23.338 of the Business
      Registry of the Santiago Real Estate Property Register for 1998 and
      inscribed within the margin of the corporate
  registration.





Among
other matters, this amendment replaced article 31 and transitory article
No.2.




18.
            The
      By-Laws were amended at the Corporation’s Extraordinary Shareholders’
      Meeting held April 26, 2002 and an abstract was executed into public deed
      on April 26, 2002 before Santiago Notary Public Mr. Juan Ricardo San
      Martín Urrejola.  The abstract of the deed of amendment was published
      in the Official Gazette No. 37.251 on May 6, 2002, registered on May 6,
      2002 on page 11.150 No.9.227 of the Business Registry of the Santiago Real
      Estate Property Register for 2002 and inscribed within the margin of the
      corporate registry.








Among
other matters, this amendment modified article 13 in order to eliminate the
penalty applicable to Directors who left the country for over three
months.




19.
            The
      By-Laws were amended at the Corporation’s Extraordinary Shareholders’
      Meeting held May 25, 2005 and an abstract was executed into public deed on
      May 26, 2005 before Santiago Notary Public Mr. Juan Ricardo San Martín
      Urrejola.  The abstract of this deed of amendment was published in
      the Official Gazette No. 38,179 on June 7, 2005, registered on June 8,
      2005 on page 19.598 No.14.193 of the Business Registry of the Santiago
      Real Estate Property Register for 2005 and inscribed within the margin of
      the corporate registry.





Among
other matters, this amendment modified article 31 in order to incorporate the
concept of “related persons” and other associated terms that were already
included in article 31 Bis of said By-Laws.





20.
            The
      Extraordinary Shareholders Meeting of SQM, held on April 29, 2010, amended
      the By-laws of the same. The public deed containing the Minutes of said
      Meeting was issued on April 29, 2010, before Mr. Juan Ricardo San Martín
      U., Notary Public of Santiago and the abstract of such public deed was
      published in the Official Gazette N° 39.662 of May 17, 2010, and
      thereafter registered. on May 20, 2010, at page 24.192 N° 16.590 in the
      Registry of Commerce of the Real Estate Register of Santiago of such same
      year.





Basically,
the amendment (a) reflected the “SQM” commercial name (b) established the
Company’s domicile in the City of Santiago (c) added the production,
distribution, purchase, transfer, ownership and commercialization of geothermal
energy as a new corporate purpose (d) confirmed that the Company’s capital is of
US$477.385.979 divided into 142.819.552 Series A shares and into 120.376.972
Series B shares, without nominal value, all fully subscribed and paid (e)
corrected typos and language in all Articles of the By-laws (f) adjusted the
By-laws to the outstanding provisions of Laws N° 18.046 and N° 20.382 and of
Decree Law N° 3.500 (g) eliminated Article 43 and Transitory Article 2 and (h)
replaced the restated By-laws for a new outstanding rewrote text of the
same.





TITLE
ONE


NAME, ADDRESS, DURATION, AND
PURPOSE





ARTICLE
ONE.An open
stock Company is hereby constituted under the name of “Sociedad Química y Minera
de Chile S.A.”, and that for advertising purposes, may also act as “Soquimich”
or “SQM”. It will be governed by these By-laws, the provisions of Law N°18.046,
its Regulations and other relevant legal provisions and the amendments of the
same.





ARTICLE
ONE BIS.
Notwithstanding the foregoing, the Company is subject to the provisions
contained in Decree Law N°3.500 and its amendments as it falls within the
conditions foreseen in Title XII of such Decree Law.





ARTICLE
TWO. The Company
will be domiciled in the city of Santiago, notwithstanding the special legal
domiciles of its agencies or branches or and offices to be established in other
locations within the country or abroad.





ARTICLE
THREE. The
duration of the Company will be indefinite.








ARTICLE
FOUR. The
Company’s specific purposes will be to: -a- perform all kinds of
chemical or mining activities and businesses including, among others, those
related to researching, prospecting, extracting, producing, working, processing,
purchasing, disposing of, and commercializing properties, as applicable, of all
metallic and non-metallic and fossil mining substances and elements of any type
or nature, to be obtained from them or from one or more concessions or mining
deposits, and in their natural or converted state, or transformed into different
raw materials or manufactured or partially manufactured products, and of all
rights and properties thereon -b- manufacture, produce,
work, purchase, transfer ownership, import, export, distribute, transport and
commercialize in any way all kinds of fertilizers, components, raw materials,
chemical, mining, agricultural and industrial products and their by-products
-c- generate, produce,
distribute, purchase, transfer ownership, and commercialize, in any way, all
kinds of electrical, thermal, geothermal or other type of power, and hydric
resources or water rights in general -d- request, manifest, claim,
constitute, explore, work, lease, transfer ownership, and purchase, in any way,
all kinds of mining concessions -e- purchase, transfer
ownership, and administer, in any way, any kind of telecommunications,
railroads, ships, ports, and any means of transport, and represent and manage
shipping companies, common carriers by water, airlines, and carries in general
-f- manufacture,
produce, commercialize, maintain, repair, assemble, construct, disassemble,
purchase and transfer ownership, in any way, any kind of electromechanical
structure, and substructure in general, components, parts, spares, or parts of
equipment, and machines, and execute, develop, advice, and commercialize any
kind of electromechanical or smelting activities -g- purchase, transfer
ownership, lease, and commercialize any kind of agribusiness and farm forestry
activities in any way -h- purchase, transfer
ownership, lease, and commercialize, in any way, any kind of urban or rural real
estate -i- render any
kind of health services and manage hospitals, private clinics, or similar
facilities -j-
construct, maintain, purchase, transfer ownership, and manage, in any way, any
kind of roads, tunnels, bridges, water supply systems and other required
infrastructure works, without any limitation, regardless of whether they may be
public or private, among others, and participate in bids and enter into any kind
of contracts, and be the legal owner of the applicable concessions and -k- purchase, transfer
ownership, and commercialize, in any way, any kind of intangible properties such
as shares, bonds, debentures, financial assets, commercial papers, shares or
rights in company’s, and any kind of bearer securities or instruments, and to
administer such investments, acting always within the Investment Policy and
Financing Policy approved by the applicable General Shareholders’ Meeting. The
Company may comply with the foregoing acting by itself or through or with other
different legal entities or natural persons, within the country or abroad, with
properties of its own or owned by third parties, and additionally, in the ways
and territories, and with the aforementioned properties and purposes, may also
construct and operate industrial or agricultural facilities or installations;
constitute, administer, purchase, transfer ownership, dissolve, liquidate,
transform, modify, or form part of partnerships, institutions, foundations,
company’s, or associations of any kind or nature; perform all actions, enter
into all contracts, and incur in all obligations convenient or necessary for the
foregoing; perform any business or activity related to its properties, assets,
or patrimony, or with that of its affiliates, associated companies, or related
companies, and render financial, commercial, technical, legal, auditing,
administrative, advisory, and other pertinent services.





TITLE
TWO


CAPITAL AND
SHARES





ARTICLE
FIVE.The
Company’s share capital amounts to US$477.385.979 divided into 142.819.552
Series A shares and 120.376.972 Series B shares. All such shares are registered
shares, without nominal value and they have been wholly issued, subscribed and
paid. The Series B shares may in no case exceed 50% of the Company’s issued,
subscribed and paid shares and have a restricted right to vote as they can only
elect one Director of the Company, regardless of its ownership on the total
shares of the Company and the preferences of -a- calling to an Ordinary or
Extraordinary Shareholders’ Meeting when the shareholders of at least 5% of the
Series B shares request the same and -b- call an Extraordinary
Board of Director’s Meeting, without the qualification of the same by the
Chairman, when it is requested by the Director elected by the shareholders of
said Series B. The restriction and preferences of the Series B shares will be in
force for 50 continuous years as from June 3, 1993. The Series A shares have the
preference to exclude the Director elected by the Series B shares from the
voting process in which the Chairman of the Board of Directors and of the
Company is to be elected, if there is a tie in the first voting process. The
preference of the Series A shares will be in force for 50 continuous years as
from June 3, 1993. The form of the listed securities, their issuance, exchange,
disabling, loss, replacement, assignment and other circumstances thereon will be
ruled pursuant to the provisions of Law N°18.046 and its
Regulations.








ARTICLE
FIVE BIS.No
person may directly or by means of third related persons concentrate more than
32% of the Company’s capital with right to vote. Minority shareholders must have
at least 10% of the Company’s capital with right to vote, and at least 15% of
such capital must be underwritten by over 100 shareholders not related among
them, and each of them must own a minimum equivalent to 100 Unidades de Fomento in shares
according to their value determined in the last balance. The Company’s
administrators must pursue the strict compliance of the foregoing pursuant to
the applicable terms established in Decree Law N°3.500. In addition, the
Company, when requested to register some stock transfer, shall solely register
under the applicable shareholder’s name the amount of shares which do not
surpass the stock’s concentration limit established in these By-laws. In the
event that some shareholder owns an amount of shares greater than the number
allowed by these By-laws, the Company, within 15 days, must inform the
shareholder about it, in order for him to sell the excess. This is without
detriment of the obligation for both parties to sign a commitment of
non-concentration of shares under the terms provided by Decree Law N°3.500.
Shareholders will have no right to underwrite preferred shares when this implies
surpassing the concentration margin established in these By-laws. The Company
may request from its shareholders the information requested to determine if
there are related persons or, in case the shareholders are legal entities, the
names of their main partners or shareholders, and those of the natural persons
related thereon. The shareholders will be obliged to provide such information. A
minority shareholder and related persons are to be understood as per the
definitions stated thereon in Decree Law N°3.500 and in Law
N°18.045.





ARTICLE
SIX. The Company
will keep a record of every shareholder, registering their domiciles and the
amount of shares owned by each of them.





ARTICLE
SEVEN.The
Company neither recognizes nor accepts divided shares. In the event that two or
more persons are sharing one share, they must appoint a common representative to
act before the Company.





ARTICLE
EIGHT.Once the
loss, theft, robbery or disabling of a listed security, or another similar
accident, has been verified, the replacement of the listed security will be
performed pursuant to the rules in Law N°18.046 and its
Regulations.





TITLE
THREE


ADMINISTRATION





ARTICLE
NINE.The Company
will be managed by a Board of Directors composed of eight members. Series A
Shareholders will elect seven Directors, and Series B shareholders will elect
one Director. The Directors may be shareholders or not. At least one of the
eight Directors must be independent as referred to in Law N°18.046 and the
designation and replacement of such independent Director shall be carried out in
accordance with the provisions of such Law. The Company shall also appoint a
Directors’ Committee that will have the powers and duties described in Article
50 bis of Law N°18.046 and will be composed as indicated in such Article. The
resolutions, agreements and organization of the Committee shall be governed, as
applicable, by the regulations relating to the meetings of the Board of
Directors of the Company.





ARTICLE
TEN.Directors will remain in their posts for three years, and they can be
reelected indefinitely. The Directors will stay in their posts after their terms
expire if the Shareholders’ Meeting has not been held in time, so as to elect
the new Directors. In that event, the Board of Directors must call a Meeting so
as to appoint the applicable Directors within the period stipulated by the
Law.





ARTICLE
ELEVEN.In order
to elect the Directors at the applicable Shareholders’ Meeting, each Series A
share and each Series B share will have the right to only one vote. Series A
shareholders and Series B shareholders will vote separately, and those persons
with the highest majority in each Series will be elected, until the number of
posts each Series has the right to elect has been completed.








ARTICLE
TWELVE.The
minutes containing the Directors’ election performed at the applicable
Shareholders’ Meeting, will include the names of all Series A and Series B
shareholders attending the meeting, specifying the number of shares they voted
for themselves or acting for third parties, and stating the general result of
the election. Such minutes must also include the names of all candidates
proposed to be elected as Independent Directors and whether or not such
candidates made the sworn statement indicated in Article 50 bis of Law N°18.046
available to the Company’s Chief Executive Officer.





ARTICLE
THIRTEEN.Any
Director who does not attend three consecutive meetings due to reasons not
considered reasonable by the Board of Directors, will as a matter of fact, stop
performing his functions, and must be replaced without delay and formalities. In
this case, and in the cases of conflict of duties, resignation, dismissal,
death, bankruptcy, or any other inability disabling a Director to perform his
duties, the Board of Directors will appoint the replacement in accordance with
the provisions of the Law, who will remain in his or their position until the
Company’s next Shareholders’ Meeting at which all the Directors are to be
elected.





ARTICLE
FOURTEEN.At the
first meeting to be held by the Board of Directors after the election, a
Chairman and, immediately afterwards, a Vice-Chairman, will be appointed from
among its members. These appointments will be made with the votes of the
absolute majority of Directors attending the meeting, and in the event of a tie,
a new voting will be performed, where only the Directors elected by Series A
shareholders will participate. Each of them will remain three years in his post,
and can be reelected indefinitely. If any of these posts becomes vacant due to
any reason, before the expiration period stated in the foregoing paragraph, the
Directors will appoint someone new for the remaining period. The foregoing will
be performed with the same quorum, and restrictions indicated for a tie. In the
Board of Directors’ Meetings, the duties of Secretary will be performed by the
Company’s Chief Executive Officer or by the person specifically designated for
such purpose by the Board of Directors.





ARTICLE
FIFTEEN.The
Board of Directors will meet or be in session at least once a month and the
Directors’ Committee will meet or be in session at least once every three
months. There will be ordinary and extraordinary Board of Directors and
Directors’ Committee meetings. The former will be held on dates previously
specified by the same Board of Directors or Directors’ Committee. The latter
will be held when specially called for by the Chairman of the Board or of the
Committee himself or due to instructions of one or more Directors, subject to
the previous judgment of the need thereon by the Chairman, unless the meeting is
requested by the absolute majority of the Directors, or, only with respect to
the Board of Directors, by the Director elected by the Series B shareholders, in
which events the meeting is to be held without the previous judgment of its
need. In the extraordinary meetings, only the matters specifically indicated in
the meeting’s notice can be discussed.





ARTICLE
SIXTEEN.Operations between the Company and its Directors are regulated by the
provisions of Title XVI of Law N°18.046. Such provisions apply when one or more
Directors are involved and, also, when one or more Directors, acting on behalf
of third parties, are involved, as well as when one or more of the other parties
related to or associated with such Directors and mentioned in the aforementioned
Title are involved.





ARTICLE
SIXTEEN BIS.The Company may only carry out operations with related parties in
accordance with the provisions of Title XVI of Law N°18.046. All acts and
contracts entered into by the Company with its majority shareholders, its
Directors or Principal Executives, or with persons related to them, must be
previously approved by two-thirds of the Board of Directors, and must be
recorded in the corresponding Minutes, without detriment to the provisions
thereon, in Title XVI of Law N°18.046, and other applicable provisions of the
same body of laws, or its Regulations concerning Directors.








ARTICLE
SEVENTEEN.Directors will be remunerated for their duties. The amount of their
remuneration and that of the members of the Directors’ Committee will be fixed
yearly by the Ordinary Shareholders’ Meeting.





ARTICLE
EIGHTEEN.The
Board of Directors, in order to comply with the corporate purposes, which is not
necessary to demonstrate before third parties, will have the Company’s
court-ordered representation and out-of-court representation, and will be
invested of all administrative and disposing powers that can be legally granted
to it, including those acts and contracts that require special power, excluding
only those issues that the Law or these By-laws establish as exclusive of the
Shareholders’ Meetings. The foregoing is without detriment of the court-ordered
representation corresponding to the Chief Executive Officer of the
Company.





ARTICLE
EIGHTEEN BIS.While performing the duties indicated in the foregoing article, the Board
of Directors must always remain within the limits determined by the Investment
Policy and the Financing Policy approved by the Ordinary Shareholders’ Meeting
pursuant to the provisions of Article 119 of Decree Law N°3.500.





ARTICLE
NINETEEN.The
quorum for the Board of Directors’ meetings will be of five members, and the
agreements will be taken by a majority of the Directors in attendance. In the
event of a tie, the vote of the presiding party will decide. The quorum for the
Directors’ Committee meetings will be of two members, and the agreements will be
taken by a majority of the Directors in attendance. In the event of a tie, the
vote of the presiding party will decide.





ARTICLE
TWENTY.The Board
of Directors may delegate part of its authority to the Company’s Officers,
Executives, or Attorneys, to a Director or a Commission of Directors, and for
purposes expressly determined, to third parties.





ARTICLE
TWENTY ONE.The
deliberations and agreements of the Board of Directors and the Directors’
Committee will be recorded in the respective Minutes Book, which must be signed
by the members attending the meeting, and by the Secretary. If one of them dies
or becomes unable for any reason, the circumstance of this impediment will be
recorded in the Minutes thereof. The Minutes will be considered as approved from
the moment it has been signed by the aforementioned persons, and as of such
moment onward, the agreements may be put into force. Notwithstanding the above,
the agreements approved at a meeting can be put into force without waiting for
the Minutes to be approved if there is a unanimous vote by the Directors in
attendance to that effect. In such case, the agreement adopted shall be recorded
in a document signed by such Directors. In any event, the applicable minutes
must be signed before the next ordinary meeting of the Board of
Directors.





ARTICLE
TWENTY TWO.The
Director willing to exempt his liability for some act or agreement of the Board
of Directors, must state his opposition in the Minutes, and the Chairman of the
Board of Directors must inform such matter in the next General Shareholders’
Meeting.





TITLE
FOUR


CHAIRMAN AND VICE-CHAIRMAN
OF THE BOARD OF DIRECTORS


CHIEF EXECUTIVE OFFICER OF
THE COMPANY





ARTICLE
TWENTY THREE.The
Chairman will be the Chairman of the Board of Directors, and of the
Shareholders’ Meetings, and he will be specially entrusted to -a- act as chairman of the
Board of Directors’ meetings, and of the General Shareholders’ Meetings -b- convoke the Board of
Directors and Shareholders’ Meetings in accordance with these By-laws and the
Law and -c-perform the
other duties indicated in these By-laws and in the Law or those entrusted to him
by the Board of Directors.





ARTICLE
TWENTY FOUR.The
Vice-Chairman will replace the Chairman in the event of absence or temporary
inability of the latter, with the same powers and without the need to
demonstrate this fact to third parties. In the event of absence or inability of
the Vice-Chairman, he will be replaced by the senior Director and, if this is
not possible, by the Director appointed by the Board of
Directors.








ARTICLE
TWENTY FIVE.The
Board of Directors will appoint a Chief Executive Officer, who will have all the
powers and duties applicable to a commercial agent, and those others provided in
the Law or in these By-laws, or specifically assigned to him by the Board of
Directors. The post of Chief Executive Officer is incompatible with the post of
the Company’s Chairman, Director, Auditor or Accountant of the
Company.





TITLE
FIVE


SHAREHOLDERS’
MEETINGS





ARTICLE
TWENTY SIX.The
Shareholders will hold Ordinary and Extraordinary Meetings.





ARTICLE
TWENTY SEVEN.The
Ordinary Meeting will take place within the four month period following the
Balance date, at the place, date, and time determined by the Board of Directors,
to address the following matters -a- to approve or reject the
Report Statement, the Balance and the Financial Statements submitted by the
Company’s Board of Directors or the Liquidators; to review the Company’s
condition and the Inspectors’ reports -b- to pronounce on the
distribution of profits, if any, for each accounting year and, specially, on the
distribution of dividends -c-
to elect or to revoke, when applicable, the members of the Board of
Directors or the Liquidators and Inspectors -d- to designate each year an
independent external audit firm in order to review the Company’s accounting,
inventory, balance and other financial statements, with the commitment of
submitting a written report during the next Ordinary Shareholders’ Meeting,
about the fulfillment of its mandate with at least 15 days in advance to such
meeting -e- to fix the
Board of Directors’ and Directors’ Committee’s remuneration and to determine the
budget for the operating expenses of the Directors’ Committee and its advisors
and -f- any other matter
related to the interests and progress of the Company, except matters which must
be addressed in the Extraordinary Shareholders’ Meeting, pursuant to the Law or
these By-laws. The Ordinary Shareholders’ Meeting will also take place when the
Superintendency of Securities so determines.





ARTICLE
TWENTY SEVEN BIS.In addition to the foregoing article, the Ordinary Meeting will approve
the Investment Policy and the Financing Policy proposed by the Administration
under the terms provided in Article 119 of Decree Law N°3.500. The Ordinary
Meeting will also designate, on an annual basis, two Regular and two Alternate
Account Inspectors with the authority established in Article 51 of Law
N°18.046.





ARTICLE
TWENTY EIGHT.The
Extraordinary Shareholders’ Meeting will be held when the Board of Directors
deems necessary, when requested by shareholders representing at least 10% of the
Company’s total issued shares, or when requested by Series B shareholders
representing at least 5% of the issued Series B shares, in order to address the
following matters -a-
dissolution of the Company -b- transformation, merge or
division of the Company and modification of its By-laws -c- issuing of bonds or
debentures that may be converted into shares -d- disposal of assets and
formulation or modification of the business plans mentioned in Article 67 N°9 of
Law N°18.046-e-approval or ratification of the execution of acts or contracts with
related parties in accordance with the provisions of Article 147 of Law N°18.046
-f- furnishing
collateral securities or personal guarantees to give bail for third party’s
liabilities, except if these are subsidiary companies, in which case the Board
of Directors’ approval will be enough and -g- other matters which are
determined by the Law, by these By-laws or by the Board of Directors.All the matters indicated in letters -a-, -b-, -c-, -d- and -e-,
above, can only be agreed upon in a Shareholders’ Meeting held in the presence
of a Notary Public who must attest that the written Minutes are a true statement
of what happened and was agreed upon in the Meeting. The Extraordinary
Shareholders’ Meeting will also take place when the Superintendency of
Securities so determines. When calling an Extraordinary Shareholders’ Meeting,
the notice must indicate its objective, and only those matters included in the
notice can be addressed.








ARTICULO
TWENTY EIGHT BIS.Notwithstanding the foregoing article, other matters to be addressed in
the Extraordinary Meeting are -a- transferring the ownership
of the Company’s properties or rights, considered essential for its operation,
according to the Financing Policy and the constitution of guaranties thereon,
and -b- the anticipated
modification of the Investment Policy or of the Financing Policy approved by the
Ordinary Shareholders’ Meeting.





ARTICLE
TWENTY NINE.The
call to a Shareholders’ Meetings, either Ordinary or Extraordinary, will be by
means of a highlighted advertisement published at least three times and on
different days in the newspaper of the legal address determined by the
Shareholders’ Meeting, and in the way and under those conditions indicated by
the Regulations.  Additionally, a notice will be sent by mail to each
shareholder with at least 15 days prior to the date of the Meeting, which will
include a reference of the matters to be addressed thereby and information for
obtaining complete copies of the documents describing the different options that
will be subject to vote. However, those meetings with the attendance of all
shares with a right to vote may be legally held, even if the foregoing formal
notice requirements are not met. Any Shareholders’ Meeting must be informed to
the Superintendency of Securities with at least 15 days in advance.





ARTICLE
THIRTY.The
Shareholders’ Meetings, either Ordinary or Extraordinary, will be constituted in
the first notice with shares representing at least the absolute majority of the
issued shares with voting rights, and in the second notice, with those that
attend, regardless of their number. Agreements will be adopted by the absolute
majority of the present or represented shares with voting rights,
notwithstanding those special majorities stated by the Law or these By-laws. The
agreements to increase Series B shares’ participation above 50% of the Company’s
total shares will require the agreeing vote of two thirds of the shares present
or represented with voting rights in the respective Shareholders’ Meeting of the
Company.





ARTICLE
THIRTY ONE.Only
shareholders of record that are registered in the Shareholders’ Register five
business days prior to a Shareholders’ Meeting will have the right to
participate and vote in such a meeting. Each shareholder will have the right to
one vote for each share it owns or represents. No holder of Series A or Series B
shares will have the right to exercise for itself or on behalf of other holders
of Series A or Series B shares the right to vote more than 37.5% of the
outstanding shares of each such class entitled to vote. For purposes of
calculating such percentage, shares owned by persons related to such shareholder
shall be added to the shares held by such shareholder. Apart from the aforesaid
voting limitations, and the preferences corresponding to the Series A and Series
B shares, the holders of both Series of shares will have identical rights in the
Company. Shareholders may be represented in Shareholders Meetings by third
parties, whether or not such third party is also a shareholder, by means of a
proxy.





ARTICLE
THIRTY ONE BIS.Notwithstanding the provisions contained in the preceding article, no
shareholder will have the right to exercise for itself or on behalf of other
shareholders the right to vote more than 32% of the outstanding shares of the
Company entitled to vote, with any excess of such 32% being deducted from the
number of shares such holder may vote. For purposes of calculating such
percentage, shares owned by persons related to such shareholder shall be added
to shares held by such shareholder. In addition, no person may represent
shareholders that collectively have more than 32% of the outstanding shares of
the Company.





ARTICLE
THIRTY TWO.Parties attending the Meeting must sign an attendance record where, after
each signature, the signatory’s stock number and Series, and the stock number
and Series he is representing, with the name of the represented party, must be
indicated.





ARTICLE
THIRTY THREE.Elections held at Shareholders’ Meetings shall be carried out in
accordance with the provisions of these By-laws and Law N°18.046 and its
Regulations. The deliberations and agreements of the Meetings will be recorded
in a Minutes Book that will be kept by the Secretary. The Minutes will be signed
by the Chairman or by his replacement, by the Secretary and by three
shareholders elected at the Meeting, or by all shareholders if there were less
than three. The Minutes will be considered as approved from the moment it has
been signed by the aforementioned persons, and from that moment on, the
agreements taken in it may be put into force.








ARTICLE
THIRTY FOUR.The
Inspectors elected by the Ordinary Shareholders’ Meeting must review the
Company’s accounting, inventory, balance and other financial statements, and
provide a written report, in the next Ordinary Shareholders’ Meeting, about the
fulfillment of that mandate.





TITLE
SIX


BALANCE SHEET AND PROFIT
DISTRIBUTION





ARTICLE
THIRTY FIVE.Each
year, on December 31, the accounting period will be closed and a General Balance
of the Company’s assets and liabilities will be performed.





ARTICLE
THIRTY SIX.The
Board of Directors must submit a detailed annual report to the Ordinary
Shareholders’ Meeting about the Company’s condition in the last accounting
period, along with the general balance, the income statement, and the report
thereon submitted by the inspectors. All these documents must clearly indicate
the condition of the Company’s patrimony at the closing of the respective
accounting period, and the profits earned or losses suffered therein. On a date
not later than the first notice calling the Ordinary Shareholders’ Meeting, the
Board of Directors must make a copy of the Company’s balance sheet and annual
report available to each shareholder registered in the respective register,
including the report of the inspectors and their respective notes. The duly
audited general balance and income statements, and the other information
determined by the Superintendency of Securities will be published once in a
newspaper of wide circulation, in the location of the legal residence, with not
less than 10 days and no more than 20 days in advance to the Meeting which will
determine thereon. Additionally, the aforementioned documents must be submitted
within the same term to the Superintendency of Securities in the number of
copies that the latter determines, and they must be made available on the
Company’s Web site.  The annual report, balance sheet, inventory, minutes,
books, and reports of the inspectors, must be at the shareholders’ disposal in
the Company’s offices 15 days prior to the Meeting. If the general balance and
income statement are changed during the Meeting, the pertinent modifications
will be sent to the shareholders within 15 days following the Meeting, and will
be published in the same newspaper in which those documents were published, and
within the same term.





ARTICLE
THIRTY SIX BIS.Notwithstanding the foregoing article, the Board of Directors must send a
copy of the Investment Policy and of the Financing Policy to be presented at the
Ordinary Shareholders’ Meeting to each shareholder registered in the respective
Register.





ARTICLE
THIRTY SEVEN.Dividends will be paid exclusively out of the accounting period’s net
profits, or out of the retained earnings from balances approved by the
Shareholders’ Meeting, and they will be distributed in accordance with the
provisions of the applicable Shareholders’ Meeting or Law N°18.046 and its
Regulations. If the Company has accrued losses, the profits earned in the
accounting period will be assigned in first place to absorb such
losses.





ARTICLE
THIRTY EIGHT.At
least 30% of the accounting period’s net profits will be distributed yearly as
dividend in money to the shareholders, proportionally to their shares, except as
otherwise determined unanimously by the issued shares in the respective
Meeting.





TITLESEVEN


DISSOLUTION AND
LIQUIDATION





ARTICLE
THIRTY NINE.The
Company will be dissolved by those reasons indicated in Article 103 of Law
N°18.046.





ARTICLE
FORTY.Once the
Company has been dissolved, it will be liquidated by a receiver committee
constituted of three members elected by the Shareholders’ Meeting, which will
also determine its powers, obligations, remuneration and term.





TITLE
EIGHT


ARBITRATION





ARTICLE
FORTY ONE.Any
problem arising among the shareholders, or among them and the Company or their
administrators, during its effective period or its liquidation, will be resolved
by an arbitrator appointed by mutual agreement of the parties. If there is no
agreement between the parties, the Superintendent of the Superintendency of
Securities or the Ordinary Courts will make the appointment. The aforementioned
arbitrage will not restrain the possibility that, when a conflict arises, the
claimant may remove his knowledge for the arbitrator’s competency and submit the
same to the decisions of Ordinary Courts. This right may not be exercised by the
persons indicated in Article 125 of Law N°18.046.





TITLE
NINE


SPECIAL
REGULATIONS





ARTICLE
FORTY TWO.While
the Company is subject to the provisions contained in Title XII, and other
pertinent provisions of Decree Law N°3.500, any modifications to the regulations
established in Articles ONE BIS, FIVE BIS, SIXTEEN BIS, EIGHTEEN BIS, TWENTY
SEVEN BIS, TWENTY EIGHT BIS, THIRTY ONE BIS and THIRTY SIX BIS, and herein, will
require the quorum set forth in Article 121 of the mentioned Decree Law
N°3,500.





TRANSITORY
ARTICLE.The
restrictions and preferences of the Company’s shares will extinguish at the term
of 50 years, starting June 3, 1993. After this term, all shares in force at such
date will be automatically converted in ordinary shares and the Company’s Board
of Directors will call an Extraordinary Shareholders’ Meeting as soon as
possible with the purpose of adapting and modifying the By-laws.





NOTE.  By-laws
in force since April 29, 2010.