Filed by Embotelladora Andina S.A.

 

Pursuant to Rule 425 under the Securities Act of 1933

 

Subject Company: Embotelladoras Coca-Cola Polar S.A

 

Commission File No. 001-13142

 

EMBOTELLADORA ANDINA S.A.

Public Stock Corporation

Securities Registry Registration No. 124

 

SHARE EXCHANGE NOTICE

 

The following is hereby informed to the shareholders of Embotelladora Andina S.A., hereinafter “ Andina ”, and to the shareholders of Embotelladoras Coca - Cola Polar S.A., hereinafter “ Polar ”, in connection with the merger by absorption of Polar by Andina:

 

1.- At Andina’s Extraordinary General Shareholders Meeting held on June 25 th , 2012, minutes of which were expressed as a public deed dated July 12 th , 2012 before the Notary Public Ms. María Patricia Donoso Gomien, it was agreed to approve the merger of Andina with Polar so that the latter is absorbed by Andina.

 

2. — At Polar’s Extraordinary General Shareholders Meeting held on June 25 th , 2012, minutes of which were expressed as a public deed dated July 9 th , 2012 before the Notary Public Mr. Patricio Raby Benavente, it was agreed to approve the merger by incorporation of Polar into Andina, the latter absorbing the former.

 

3. — For the fulfillment of the merger resolutions adopted at Andina’s Extraordinary General Shareholders Meeting specified in number 1 above, in such same Meeting, it was agreed to increase the capital up to CLP 270,759,000,000.-, increase that was effected by the issuance of 93,152,097 new Series A shares and 93,152,097 new Series B shares, both series being preferred and shares having no par value, which shares shall be distributed among Polar shareholders, distribution to be made by exchange of the said shareholders at the corresponding proportion according the exchange ration approved by that Meeting, that is 0.33268606071 Andina Series A shares, and an equal number of Series B for each Polar share. The issuance of these shares is registered before the Securities Register of the Securities and Insurance Commission under the number 964, the certificate of registration having been issued on September 24 th , 2012.

 

4. — It is informed to Polar shareholders, that Andina’s Board of Directors, at Meeting held on September 25 th , 2012, has agreed to set October 16 th , 2012, as the date for the exchange of the shares, at Sercor offices located in El Golf 140, 1 st  floor, Las Condes.

 

In order to avoid improper replacements, shareholders or their proxies must display at the time of delivery, their Chilean identity card and a power of attorney (proxy) issued to that effect, if applicable. Legal representatives must adequately evidence such capacity.

 

Santiago, September 27 th , 2012

 


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