UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
[Rule 13d-101]
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 14) * 

 
Embotelladora Andina S.A.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
None *
(CUSIP Number)
* CUSIP number for American Depositary Shares representing
Series A Common Stock is
29081P 20 4
CUSIP number for American Depositary Shares representing
Series B Common Stock is
29081P 30 3
 
 Bernhard Goepelt
 Senior Vice President and General Counsel
The Coca‑Cola Company
One Coca‑Cola Plaza
Atlanta, Georgia 30313
(404) 676‑2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
January 29, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), § 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

------------------------
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




1



CUSIP No. - None (1) 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE COCA-COLA COMPANY
58-0628465
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
 
 
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
 69,348,241 shares of Series A Common Stock, no par value, and
 69,348,241 shares of Series B Common Stock, no par value
10
SHARED DISPOSITIVE POWER
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Common Stock, no par value, outstanding
14
TYPE OF REPORTING PERSON*
CO

----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.







2



CUSIP No. - None (1) 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE COCA-COLA EXPORT CORPORATION
13-1525101
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
 
 
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
10
SHARED DISPOSITIVE POWER
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Common Stock, no par value, outstanding
14
TYPE OF REPORTING PERSON*
CO

----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.







3



CUSIP No. - None (1) 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.
(TIN - N/A)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
 
 
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
10
SHARED DISPOSITIVE POWER
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Common Stock, no par value, outstanding
14
TYPE OF REPORTING PERSON*
OO (limited liability company)

----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.








4



CUSIP No. - None (1) 

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COCA-COLA DE CHILE S.A.
(TIN - N/A)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
 
 
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
N/A
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Republic of Chile
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
 SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
 69,348,241 shares of Series A Common Stock, no par value, and
 69,348,241 shares of Series B Common Stock, no par value
10
SHARED DISPOSITIVE POWER
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   69,348,241 shares of Series A Common Stock, no par value, and
   69,348,241 shares of Series B Common Stock, no par value
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Stock, no par value, outstanding
14
TYPE OF REPORTING PERSON*
CO

----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.




5






This Amendment No. 14 amends and supplements the original Schedule 13D filed on September 16, 1996 by The Coca-Cola Company and certain of its subsidiaries, as mended by Amendments No. 1 through No. 13 (as further amended by this Amendment No. 14, the “Schedule 13D).”

Coca-Cola de Chile S.A. (“CC Chile”) owns directly 67,938,179 shares of Series A Common Stock, no par value (“Series A Stock”), and 67,938,179 shares of Series B Common Stock, no par value (“Series B Stock”), of Embotelladora Andina S.A. (“Andina”). Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.) (“CC Argentina”) owns directly 1,410,062 shares of Series A Stock and 1,410,062 shares of Series B Stock. CC Chile and CC Argentina are direct subsidiaries of The Coca‑Cola Export Corporation (“Export”); and Export is a direct wholly owned subsidiary of The Coca‑Cola Company (“KO”). CC Chile, CC Argentina, Export and KO are herein collectively referred to as the “Reporting Persons or “KO Shareholders.”

Based on the Form 6-K filed by Andina with the U.S. Securities and Exchange Commission on December 17, 2018, a total of 473,289,301 shares of Series A Stock and a total of 473,281,303 shares of Series B Stock were outstanding.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby amended as follows:

The principal executive offices of CC Argentina are located at Vedia 4090, Buenos Aires, C1430 DAP, C.A.B.A. Argentina.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented by adding to the information previously filed under this Item the following:

Each of the Reporting Persons intends to dispose, subject to market conditions and opportunities, of all or a portion of the Series B Shares owned by it in the open market, block trades, blockbuild auctions or privately negotiated transactions, at prevailing market prices or at negotiated prices. Until the Reporting Persons dispose of all of the Series B Shares held by them, the Reporting Persons intend to continuously review their investments in Series B Shares and each of the Reporting Persons specifically reserves the right to change its plans or intentions with respect to the disposition of Series B Shares at any time or from time to time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated as follows:

CC Chile owns directly 67,938,179 shares of Series A Stock and 67,938,179 shares of Series B Stock; and CC Argentina owns directly 1,410,062 shares of Series A Stock and 1,410,062 shares of Series B Stock. KO, Export, CC Chile and CC Argentina collectively beneficially own and have sole voting and dispositive power over an aggregate of 69,348,241 shares of Series A Stock and 69,348,241 shares of Series B Stock, representing 14.7% of the outstanding Series A Stock and 14.7% of the outstanding Series B Stock, respectively.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented by adding to the information previously filed under this Item the following:

AMENDMENT TO THE RESTATED SHAREHOLDERS’ AGREEMENT

The KO Shareholders, the issuer (“Andina”), and certain other shareholders of Andina are parties to an Amended and Restated Shareholders’ Agreement dated as of June 25, 2012, as amended as of August 31, 2012 and August 18, 2014 (the “Restated Shareholders' Agreement”) providing, among other things, for certain restrictions on the transfer of and rights of first refusal, rights of first offer, put rights and preemptive rights with respect to, shares of Andina capital stock and for certain corporate governance matters. Certain of the terms of the Restated Shareholders’ Agreement are

6



described in Amendment No. 10. Capitalized terms used but otherwise not defined or re-defined in this Item 6 have the respective meanings ascribed to them in Amendment No. 10.

The KO Shareholders, the other parties to the Restated Shareholders’ Agreement, Inversiones Chucao Limitada (“Chucao”) (successor in interest to Inversiones El Olivillo Limitada and Inversiones Alerce Limitada), and Chucao’s beneficial owners entered into a Third Amendment to the Restated Shareholders’ Agreement dated as of June 20, 2016 (the “Third Amendment”) whereby Chucao became a party to the Restated Shareholders’ Agreement as part of the Freire group.

In addition, the KO Shareholders, the other parties to the Restated Shareholders’ Agreement, Inversiones Lleuque Limitada (“Lleuque”) (successor in interest to Chucao), and Lleuque’s beneficial owners entered into a Fourth Amendment to the Restated Shareholders’ Agreement dated as of June 7, 2018 (the “Fourth Amendment”), whereby Lleuque became a party to the Restated Shareholders’ Agreement as part of the Freire group.

Copies of the Third Amendment to the Amended and Restated Shareholders’ Agreement and Fourth Amendment to the Amended and Restated Shareholders’ Agreement are attached as Exhibits 99.2 and 99.3, respectively, and are incorporated by reference herein.

AMENDMENT TO THE OPTION AGREEMENT

The KO Shareholders, certain other parties to the Restated Shareholders’ Agreement and Andina are parties to a Stock Purchase Option Agreement and Custody Agreement dated as of September 5, 1996, as amended as of December 17, 1996, September 28, 2012, October 1, 2012, December 26, 2012 and August 18, 2014 (the “Option Agreement”) pursuant to which, among other things, the Majority Shareholders agreed to provide the KO Shareholders with a call right relating to Shares held by them and agreed to certain restrictions regarding the transfer of Shares held by them. Certain of the terms of the Option Agreement are described in Amendment No. 10. Capitalized terms used but otherwise not defined or re-defined in this Item 6 have the respective meanings ascribed to them in Amendment No. 10.

The KO Shareholders, the other parties to the Option Agreement and Chucao entered into an amendment to the Option Agreement dated as of June 20, 2016 (the “Chucao Amendment”), pursuant to which Chucao became a party to the Option Agreement.

In addition, the KO Shareholders, the other parties to the Option Agreement, and Lleuque entered into an amendment to the Option Agreement dated as of June 7, 2018 (the “Lleuque Amendment”), pursuant to which Lleuque became a party to the Option Agreement.

Copies of the Chucao Amendment and the Lleuque Amendment translated from Spanish, are attached as Exhibits 99.4 and 99.5, respectively, and are incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended and supplemented by adding to the information previously filed under this Item the following:

EXHIBIT NO.
DESCRIPTION
Exhibit 99.1
Directors and Executive Officers of the Reporting Persons
Exhibit 99.2
Third Amendment to the Amended and Restated Shareholders’ Agreement
Exhibit 99.3
Fourth Amendment to the Amended and Restated Shareholders’ Agreement
Exhibit 99.4
Amendment dated June 20, 2016 to Option Agreement and Custody Agreement [Translated from Spanish]
Exhibit 99.5
Amendment dated June 7, 2018 to Option Agreement and Custody Agreement [Translated from Spanish]
 
 




SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 30, 2019
THE COCA-COLA COMPANY



By: /s/ Kathy N. Waller                     
Name: Kathy N. Waller
Title: Executive Vice President & Chief Financial Officer
 
 
Date: January 30, 2019
THE COCA-COLA EXPORT CORPORATION



By: /s/ Larry Mark
Name: Larry Mark
Title: Vice President and Controller
 
 
Date: January 30, 2019
COCA-COLA DE CHILE S.A.



By: /s/ Daniel Vercelli
Name: Daniel Vercelli
Title: General Manager Chile
 
 
Date: January 30, 2019
SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.


By: /s/ Jose Maria Cagliolo
Name: Jose Maria Cagliolo
Title: Director
 
 



7
Exhibit

 
EXHIBIT 99.1


DIRECTORS AND EXECUTIVE OFFICERS AND/OR MANAGERS OF REPORTING PERSONS

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company and The Coca-Cola Export Corporation; and the directors of Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.). Except as indicated below, each such person is a citizen of the United States. None of the directors, executive officers and managers named below beneficially own any Common Stock of Embotelladora Andina S.A. Directors of a named corporation who are also executive officers of that corporation are indicated by an asterisk. Except as indicated below, the business address of each director, executive officer and manager named below is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Muhtar Kent*
Chairman of the Board of Directors of The Coca-Cola Company
 
James Quincey*
Chief Executive Officer of The Coca-Cola Company
Mr. Quincy is a citizen of the United Kingdom
 
Herbert A. Allen
President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
Ronald W. Allen
Former Chairman of the Board, President and Chief Executive Officer of Aaron’s, Inc.
c/o The Coca-Cola Company One Coca-Cola Plaza
NAT 2616
Atlanta, GA 30313
Marc Bolland
Head of European Portfolio Operations of The Blackstone Group L.P.’s private equity business
Mr. Bolland is a citizen of the Netherlands
Blackstone Group
International Partners LLP
40 Berkeley Square
London, W1J5AL
United Kingdom
Ana Patricia Botín
Executive Chair and a Director of Banco Santander, S.A., a global multinational bank, and a Director of Santander UK plc, a leading financial services provider in the United Kingdom and subsidiary of Banco Santander, S.A.
Ms. Botín is a citizen of Spain
Santander UK plc
2 Triton Square
Regent’s Place
London NW1 3AN
United Kingdom
Richard M. Daley
Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment
Tur Partners LLC
900 N. Michigan Avenue
Suite 1720
Chicago, IL 60611



1



NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Christopher C. Davis
Chairman of Davis Selected Advisers, LP, a registered investment advisory
Davis Selected Advisers, LP
3601 East Britannia Drive
Tucson, AZ 85706
Barry Diller
Chairman and Senior Executive of IAC/InterActiveCorp, a leading media and Internet company
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
Helene D. Gayle
Chief Executive Officer of The Chicago Community Trust, a community foundation dedicated to improving the Chicago region through strategic grant making, civic engagement and inspiring philanthropy
The Chicago Community Trust 225 N. Michigan Avenue Chicago, IL 60601
Alexis M. Herman
Chair and Chief Executive Officer of New Ventures LLC, a risk management consulting company
New Ventures, LLC
633 Pennsylvania Avenue, NW
3rd Floor
Washington, D.C. 20004
Robert A. Kotick
President, Chief Executive Officer and a Director of Activision Blizzard, Inc., a leading global developer and publisher of interactive entertainment
Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Maria Elena Lagomasino
Chief Executive Officer and Managing Partners of WE Family Offices, a global family office serving high net worth families
WE Family Offices
Rockefeller Center
1270 Avenue of the Americas
Suite 2101
New York, NY 10020
Sam Nunn
Co-Chairman of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical weapons
King & Spalding LLP 1180 Peachtree Street, N.E. Atlanta, GA 30309
Caroline Tsay
Chief Executive Officer of Compute Software Inc, an enterprise cloud infrastructure software company
Compute Software Inc.
801 Church Street
Suite 111
Mountain View, CA 94041
David B. Weinberg
Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private investment-management office, and President of Digital Bandwidth LLC, its private, early-stage technology investing affiliate
Judd Enterprises Inc.
401 N. Michigan Avenue
#3050
Chicago, IL 60611

2




EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Muhtar Kent
Chairman of the Board of Directors of The Coca-Cola Company
 
James Quincey
Chief Executive Officer of The Coca-Cola Company
Mr. Quincey is a citizen of the United Kingdom
 
Manuel Arroyo
President of the Asia Pacific Group of The Coca-Cola Company
Mr. Arroyo is a citizen of Spain
 
Francisco Crespo
Senior Vice President and Chief Growth Officer of The Coca-Cola Company
Mr. Crespo is a citizen of Ecuador
 
James L. Dinkins
Senior Vice President and President, Coca-Cola North America of The Coca-Cola Company
 
Bernhard Goepelt
Senior Vice President and General Counsel of The Coca-Cola Company
 
Nikos Koumettis
President of the Europe, Middle East and Asia Group of The Coca-Cola Company
Mr. Koumettis is a citizen of Cyprus
 
Robert Long
Senior Vice President and Chief Innovation Officer of The Coca-Cola Company
 
Jennifer K. Mann
Senior Vice President, Chief People Officer and President of Global Ventures of The Coca-Cola Company
 
John Murphy
Senior Vice President and Deputy Chief Financial Officer of The Coca-Cola Company
Mr. Murphy is a citizen of Ireland
 
Beatriz Perez
Senior Vice President and Chief Public Affairs, Communication and Sustainability Officer of The Coca-Cola Company

 
Nancy Quan
Senior Vice President and Chief Technical Officer of The Coca-Cola Company
 


 
 


 
 
 
 
 

3



 
 
 
NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Alfredo Rivera
President of the Latin America Group of The Coca-Cola Company
Mr. Rivera is a citizen of Honduras
 
Barry Simpson
Senior Vice President and Chief Information and Integrated Services Officer of The Coca-Cola Company
Mr. Simpson is a citizen of Australia
 
Brian Smith
President and Chief Operating Officer of The Coca-Cola Company
 
Kathy N. Waller
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
 


4




DIRECTORS OF THE COCA-COLA EXPORT CORPORATION

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Robert J. Jordan, Jr.*
Vice President and General Tax Counsel of The Coca-Cola Company
 
Larry M. Mark*
Vice President and Controller of The Coca-Cola Company
 


EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION (“TCCEC”)

NAME AND POSITION WITH TCCEC
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Bernhard Goepelt
Vice President and General Counsel
Senior Vice President and General Counsel of The Coca-Cola Company
 
Marie D. Quintero-Johnson Vice President
Vice President and Director, Mergers and Acquisitions of The Coca-Cola Company
 
Robert J. Jordan, Jr.
Vice President and General Tax Counsel
Vice President and General Tax Counsel of The Coca-Cola Company
 
Stephen A. Kremer Vice President
Deputy General Tax Counsel of The Coca-Cola Company
 
Larry M. Mark
Vice President and Controller
Vice President and Controller of The Coca-Cola Company
 
Robin Moore Vice President
Vice President of The Coca-Cola Company
 
Christopher P. Nolan
Vice President and Treasurer
Vice President and Treasurer of The Coca-Cola Company
 
Kathy N. Waller
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
 



5





DIRECTORS OF SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L. (“SPBR”)
NAME AND POSITION WITH SPBR
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Francisco Jeldres
Director
Regional Finance Director, South Latin Business Unit of The Coca-Cola Company
Mr. Jeldres is a citizen of Chile
Vedia 4090
Buenos Aires
C1430 DAP
ARGENTINA
Joao Marcelo Ramires Director
South Latin Business Unit President, South Latin Business Unit of The Coca-Cola Company
Mr. Ramires is a citizen of Brazil
Vedia 4090
Buenos Aires
C1430 DAP
ARGENTINA
Jose Maria Cagliolo
Director
SPU Franchise Leader, South Latin Business Unit of The Coca-Cola Company
Mr. Cagliolo is a citizen of Argentina
Vedia 4090
Buenos Aires
C1430 DAP
ARGENTINA
Maria Soledad Izquierdo
Alternate Director
Public Affairs & Communications Vice President (IA), South Latin Business Unit of The Coca-Cola Company
Ms. Izquierdo is a citizen of Uruguay
Vedia 4090
Buenos Aires
C1430 DAP
ARGENTINA


6




DIRECTORS OF COCA-COLA DE CHILE S.A.

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Daniel Vercelli
General Manager and Chile Franchise Leader, South Latin Business Unit of The Coca-Cola Company
Mr. Vercelli is a citizen of Chile
Avda. Kennedy 5757
Piso 12 Las Condes
Santiago de Chile
Region Metropolitana de Santiago Chile
Joao Marcelo Ramires
SLBU President (IA), South Latin Business Unit of The Coca-Cola Company
Mr. Ramires is a citizen of Brazil
Vedia 4090
Buenos Aires
C1430 DAP
Argentina
Francisco Jeldres
Regional Finance Director, South Latin Business Unit of The Coca-Cola Company
Mr. Jeldres is a citizen of Chile
Avda. Kennedy 5757
Piso 12 Las Condes
Santiago de Chile
Region Metropolitana de Santiago Chile


EXECUTIVE OFFICERS OF COCA-COLA DE CHILE S.A. (“CCDC”)

+
NAME AND POSITION WITH CCDC
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Daniel Vercelli
General Manager Chile
General Manager and Chile Franchise Leader, South Latin Business Unit of The Coca-Cola Company
Mr. Vercelli is a citizen of Chile
Avda. Kennedy 5757
Piso 12 Las Condes
Santiago de Chile
Region Metropolitana de Santiago Chile
Jose Maria Cagliolo
General Manager Argentina
General Manager and Argentina Franchise Leader, South Latin Business Unit of The Coca-Cola Company

Mr. Cagliolo is a citizen of Argentina
Vedia 4090
Buenos Aires
C1430 DAP
Argentina


7

Exhibit
English Translation from Spanish (The original will be provided upon the request of the Commission).
 
 
 
 
Exhibit 99.2


THIRD AMENDMENT TO THE
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of this 20th day of June, 2016, by and among:

EMBOTELLADORA ANDINA S.A., a corporation organized under the laws of Chile (“Andina”);

THE COCA‑COLA COMPANY, a corporation organized under the laws of Delaware, U.S.A. (“KO”);

SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL, a corporation organized under the laws of Argentina (“SPBR”);

COCA‑COLA DE CHILE S.A., a corporation organized under the laws of Chile (“CCDC”, and collectively with KO and SPBR hereinafter referred to as the “KO Shareholders”);

INVERSIONES FREIRE S.A. (“Freire One”), a corporation organized under the laws of Chile;

INVERSIONES FREIRE DOS S.A. (“Freire Two”), a corporation organized under the laws of Chile;

INVERSIONES SH SEIS LIMITADA, a limited liability company organized under the laws of Chile (“SH Seis”), as successor of INVERSIONES FREIRE ALFA S.A. (“Freire Alfa”) and INVERSIONES FREIRE DOS ALFA S.A. (“Freire Two Alfa”);

INVERSIONES CABILDO SpA, a stock company organized under the laws of Chile (“Cabildo”), as successor of INVERSIONES FREIRE BETA S.A. (“Freire Beta”) and INVERSIONES FREIRE DOS BETA S.A. (“Freire Two Beta”);

INVERSIONES CHUCAO LIMITADA, a limited liability company organized under the laws of Chile (“Chucao”), as successor of INVERSIONES EL OLIVILLO LIMITADA (“El Olivillo”) and INVERSIONES ALERCE LIMITADA (“Alerce”);

INVERSIONES NUEVA DELTA S.A., a corporation organized under the laws of Chile (“Nueva Delta”), as successor of INVERSIONES FREIRE DELTA S.A. (“Freire Delta”);

INVERSIONES NUEVA DELTA DOS S.A., a corporation organized under the laws of Chile (“Nueva Delta Dos”), as successor of INVERSIONES FREIRE DOS DELTA S.A. (“Freire Two Delta”), a corporation organized under the laws of Chile;

INVERSIONES LOS AROMOS LIMITADA (“Los Aromos”), a limited liability company organized under the laws of Chile;

INVERSIONES LAS GAVIOTAS DOS LIMITADA (“Las Gaviotas”), a limited liability company organized under the laws of Chile;

INVERSIONES PLAYA NEGRA SpA, formerly named INVERSIONES PLAYA NEGRA DOS LIMITADA (“Playa Negra”), a stock company organized under the laws of Chile;

INVERSIONES EL CAMPANARIO LIMITADA, formerly named INVERSIONES EL CAMPANARIO DOS LIMITADA (“Campanario”), a limited liability company organized under the laws of Chile;

INVERSIONES LAS NIÑAS DOS SpA, formerly named INVERSIONES LAS VIÑAS DOS LIMITADA (“Las Niñas”), a stock company organized under the laws of Chile;

INVERSIONES DON ALFONSO LIMITADA, formerly named INVERSIONES DON ALFONSO DOS LIMITADA (“Don Alfonso”) a limited liability company organized under the laws of Chile;

INVERSIONES LOS ROBLES LIMITADA, formerly named INVERSIONES LOS ROBLES DOS LIMITADA (“Los Robles”), a limited liability company organized under the laws of Chile;

and the following individuals: (a) José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía; (b) José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva; (c) Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal; (d) Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger; and (e) Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado.

W I T N E S S E T H:

WHEREAS, on June 25, 2012, an Amended and Restated Shareholders’ Agreement related to Andina was entered into (the “Amended SHA”, as amended as of August 31, 2012 and August 18, 2014) among Andina, CCDC, Coca-Cola Interamerican Corporation (which on December 26, 2012, transferred all of its shares of Andina to CCDC), SPBR, Freire One (which was subject to a corporate restructuring whereby Freire Alfa, Freire Beta, Inversiones Freire Gamma S.A. and Freire Delta were spun-off and certain shares of Andina were allocated among those companies, which in turn on or about October 1, 2012, agreed to become bound by the terms and provisions of the Amended SHA); Freire Two (which was subject to a corporate restructuring whereby Freire Two Alfa, Freire Two Beta, Inversiones Freire Dos Gamma S.A. and Freire Two Delta were spun-off and certain shares of Andina were allocated among those companies, which in turn on or about October 1st, 2012, agreed to become bound by the terms and provisions of the Amended SHA; and later, Freire Alfa and Freire Two Alfa merged into SH Seis, Freire Beta. and Freire Two Beta merged into Cabildo, Inversiones Freire Gamma S.A. was transformed and renamed as El Olivillo, Inversiones Freire Dos Gamma S.A. was transformed and renamed as Alerce, Freire Delta merged with Nueva Delta, and Freire Two Delta merged into Nueva Delta Dos, and all of these new companies in turn on or about August 18, 2014, agreed to become bound by the terms and provisions of the Amended SHA), Los Aromos (which was subject to a corporate restructuring whereby Las Gaviotas, Playa Negra, Campanario, Las Niñas, Don Alfonso and Los Robles were spun-off and all of the shares of Andina were allocated among those companies, which in turn on or about September 9, 2013, agreed to become bound by the terms and provisions of the Amended SHA), and the Majority Shareholders Partners.
 
WHEREAS, each of El Olivillo and Alerce merged into Chucao, and as a result, Chucao owns a total of 50,001,644 Series A Stock, comprised of the same 46,426,645 Series A Stock held by El Olivillo, plus the same 3,574,999 Series A Stock held by Alerce.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree to amend the Amended SHA, in order to include Chucao as party to the Amended SHA, as follows:

1.Representations and warranties.

Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger represent and warrant (i) to be the exclusive and sole beneficial owners of Chucao, and (ii) that Chucao is the legal successor of El Olivillo and Alerce, owning a total of 50,001,644 Series A Stock previously held by El Olivillo and Alerce.

2.Undertakings.

Chucao agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of El Olivillo and Alerce under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

3.Amendments to the Amended SHA. In consideration of the representation of warranties made by the beneficial owners of Chucao and the undertakings of Section 2 above, the parties hereto agree the following:

Chucao has become a member of the Freire Group under the Amended SHA, as defined therein. Therefore, as of this date the Freire Group shall be formed by the following members: (i) Freire One, (ii) Freire Two, (iii) SH Seis, (iv) Cabildo, (v) Nueva Delta, (vi) Nueva Delta Dos, and (vii) Chucao.

4.Consent to Jurisdiction. For the avoidance of doubt, each of the parties hereby irrevocable consents and agrees that any Legal Dispute may be brought to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, New York, United States of America or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the City of New York, New York, United States of America.

5.Definitions. Any capitalized terms used in this Amendment but not defined herein shall have the meanings provided for in the Amended SHA.

6.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument.

7.Except as expressly amended hereby, none of the rights or obligations of the parties pursuant to the Amended SHA, neither the remaining clauses of the Amended SHA shall be amended, modified, waived, terminated or otherwise affected in any manner whatsoever.

[Remainder of page left blank. Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day first above written.

EMBOTELLADORA ANDINA S.A.


By: /s/ Jaime Cohen Arancibia /s/ Andrés Wainer Pollack
Name: Jaime Cohen Arancibia and Andrés Wainer Pollack
Title: General Legal Counsel and Chief Financial Officer



THE COCA–COLA COMPANY


By: /s/ Christopher P. Nolan
Name: Christopher P. Nolan
Title: Vice President and Treasurer



SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL


By: /s/ Mercedes Rodriguez Canedo
Name: Mercedes Rodríguez Canedo
Title: Attorney-in-fact


COCA-COLA DE CHILE S.A.


By: /s/ Dino Troni Peña
Name: Dino Troni Peña
Title: General Manager



INVERSIONES FREIRE S.A.


By: /s/ José Antonio Garcés Silva (Senior) /s/ José Domingo Eluchans Urenda
Name: José Antonio Garcés Silva (Senior) and José Domingo Eluchans Urenda
Title: Officers



INVERSIONES FREIRE DOS S.A.


By: /s/ José Antonio Garcés Silva (Senior) /s/ José Domingo Eluchans Urenda
Name: José Antonio Garcés Silva (senior) and José Domingo Eluchans Urenda
Title: Officers



INVERSIONES SH SEIS LIMITADA


By: /s/ Arturo Rickie Guzman /s/ Gonzalo Said Handal
Name: Arturo Rickie Guzman and Gonzalo Said Handal
Title: [Not indicated]



_/s/ Gonzalo Said Handal__________
GONZALO SAID HANDAL



__/s/ Jaime Said Handal___________
JAIME SAID HANDAL



___/s/ Javier Said Handal__________
JAVIER SAID HANDAL



___/s/ Barbara Said Handal_________
BARBARA SAID HANDAL



___/s/ Marisol Said Handal__________
MARISOL SAID HANDAL



__/s/ Cristina Said Handal___________
CRISTINA SAID HANDAL

INVERSIONES CABILDO SpA


By: /s/ Rodrigo Muñoz
Name: Rodrigo Muñoz Muñoz and members of Said Family
Title: Officers



_/s/ José Said Saffie_______________
JOSÉ SAID SAFFIE



__/s/ Isabel Margarita Somavía Dittborn__
ISABEL MARGARITA SOMAVÍA DITTBORN



_/s/ Salvador Said Somavía_________
SALVADOR SAID SOMAVÍA



_/s/ Isabel Said Somavía___________
ISABEL SAID SOMAVÍA



__/s/ Constanza Said Somavía_______
CONSTANZA SAID SOMAVÍA



_/s/ Loreto Said Somavía___________
LORETO SAID SOMAVÍA

INVERSIONES CHUCAO LIMITADA


By: /s/ Madelaine Hurtado Berger /s/ Pamela Hurtado Berger
Name: Madelaine Hurtado Berger and Pamela Hurtado Berger
Title: Officers





_/s/ Alberto Hurtado Fuenzalida_____
ALBERTO HURTADO FUENZALIDA



_/s/ Pamela Hurtado Berger_________
PAMELA HURTADO BERGER



_/s/ Madeline Hurtado Berger________
MADELINE HURTADO BERGER

INVERSIONES NUEVA DELTA S.A.


By: /s/ José Antonio Garcés Silva
Name: José Antonio Garcés Silva
Title: Officer


INVERSIONES NUEVA DELTA DOS S.A.


By: /s/ José Antonio Garcés Silva
Name: José Antonio Garcés Silva
Title: Officer


_/s/ José Antonio Garcés Silva (Senior)__
JOSÉ ANTONIO GARCÉS SILVA (SENIOR)


_/s/ María Teresa Silva Silva_______
MARÍA TERESA SILVA SILVA


_/s/ María Teresa Garcés Silva______
MARÍA TERESA GARCÉS SILVA


_/s/ María Paz Garcés Silva_________
MARÍA PAZ GARCÉS SILVA


_/s/ José Antonio Garcés Silva (Junior)__
JOSÉ ANTONIO GARCÉS SILVA (JUNIOR)


__/s/ Matías Alberto Garcés Silva_____
MATÍAS ALBERTO GARCÉS SILVA


_/s/ Andrés Sergio Garcés Silva_______
ANDRÉS SERGIO GARCÉS SILVA
INVERSIONES LOS AROMOS LIMITADA


By: /s/ Patricia Claro Marchant /s/ Maria de la Luz Chadwick Hurtado
Name: Patricia Claro Marchant and María de la Luz Chadwick Hurtado
Title: Officers



INVERSIONES LAS GAVIOTAS DOS LIMITADA


By: /s/ Patricia Claro Marchant
Name: Patricia Claro Marchant
Title: Officer



INVERSIONES PLAYA NEGRA SpA


By: /s/ Patricia Claro Marchant
Name: Patricia Claro Marchant
Title: Officer



INVERSIONES EL CAMPANARIO LIMITADA


By: /s/ María Soledad Chadwick Claro
Name: María Soledad Chadwick Claro
Title: Officer


INVERSIONES LAS NIÑAS DOS SpA


By: /s/ Eduardo Chadwick Claro
Name: Eduardo Chadwick Claro
Title: Officer




INVERSIONES DON ALFONSO LIMITADA


By: /s/ María de la Luz Chadwick Hurtado
Name: María de la Luz Chadwick Hurtado
Title: Officer


INVERSIONES LOS ROBLES LIMITADA


By: /s/ María Carolina Chadwick Claro
Name: María Carolina Chadwick Claro
Title: Officer


_/s/ Patricia Claro Marchant________
PATRICIA CLARO MARCHANT



_/s/ María Soledad Chadwick Claro__
MARÍA SOLEDAD CHADWICK CLARO



_/s/ Eduardo Chadwick Claro________
EDUARDO CHADWICK CLARO



_/s/ María Carolina Chadwick Claro____
MARÍA CAROLINA CHADWICK CLARO



_/s/ María de la Luz Chadwick Hurtado__
MARÍA DE LA LUZ CHADWICK HURTADO



Classified - Confidential
Exhibit
English Translation from Spanish (The original will be provided upon the request of the Commission).
 
 
 
 
Exhibit 99.3


FOURTH AMENDMENT TO THE
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


THIS FOURTH AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of this 7th day of June, 2018, by and among:

EMBOTELLADORA ANDINA S.A., a corporation organized under the laws of Chile (“Andina”);

THE COCA‑COLA COMPANY, a corporation organized under the laws of Delaware, U.S.A. (“KO”);

SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL, a corporation organized under the laws of Argentina (“SPBR”);

COCA‑COLA DE CHILE S.A., a corporation organized under the laws of Chile (“CCDC”, and collectively with KO and SPBR hereinafter referred to as the “KO Shareholders”);

INVERSIONES FREIRE S.A. (“Freire One”), a corporation organized under the laws of Chile;

INVERSIONES FREIRE DOS S.A. (“Freire Two”), a corporation organized under the laws of Chile;

INVERSIONES SH SEIS LIMITADA, a limited liability company organized under the laws of Chile (“SH Seis”), as successor of INVERSIONES FREIRE ALFA S.A. (“Freire Alfa”) and INVERSIONES FREIRE DOS ALFA S.A. (“Freire Two Alfa”);

INVERSIONES CABILDO SpA, a stock company organized under the laws of Chile (“Cabildo”), as successor of INVERSIONES FREIRE BETA S.A. (“Freire Beta”) and INVERSIONES FREIRE DOS BETA S.A. (“Freire Two Beta”);

INVERSIONES LLEUQUE LIMITADA, a limited liability company organized under the laws of Chile (“Lleuque”), as successor of INVERSIONES CHUCAO LIMITADA (“Chucao”);

INVERSIONES NUEVA DELTA S.A., a corporation organized under the laws of Chile (“Nueva Delta”), as successor of INVERSIONES FREIRE DELTA S.A. (“Freire Delta”);

INVERSIONES NUEVA DELTA DOS S.A., a corporation organized under the laws of Chile (“Nueva Delta Dos”), as successor of INVERSIONES FREIRE DOS DELTA S.A. (“Freire Two Delta”), a corporation organized under the laws of Chile;

INVERSIONES LOS AROMOS LIMITADA (“Los Aromos”), a limited liability company organized under the laws of Chile;

INVERSIONES PLAYA AMARILLA SpA, formely named INVERSIONES LAS GAVIOTAS DOS LIMITADA (“Playa Amarilla”), a stock company organized under the laws of Chile;

INVERSIONES PLAYA NEGRA SpA, formerly named INVERSIONES PLAYA NEGRA DOS LIMITADA (“Playa Negra”), a stock company organized under the laws of Chile;

INVERSIONES EL CAMPANARIO LIMITADA, formerly named INVERSIONES EL CAMPANARIO DOS LIMITADA (“Campanario”), a limited liability company organized under the laws of Chile;

INVERSIONES LAS NIÑAS DOS SpA, formerly named INVERSIONES LAS VIÑAS DOS LIMITADA (“Las Niñas”), a stock company organized under the laws of Chile;

INVERSIONES DON ALFONSO LIMITADA, formerly named INVERSIONES DON ALFONSO DOS LIMITADA (“Don Alfonso”) a limited liability company organized under the laws of Chile;

INVERSIONES LOS ROBLES LIMITADA, formerly named INVERSIONES LOS ROBLES DOS LIMITADA (“Los Robles”), a limited liability company organized under the laws of Chile;

and the following individuals: (a) José Said Saffie, Isabel Margarita Somavía Dittborn, Salvador Said Somavía, Isabel Said Somavía, Constanza Said Somavía and Loreto Said Somavía; (b) José Antonio Garcés Silva (senior), María Teresa Silva Silva, María Teresa Garcés Silva, María Paz Garcés Silva, José Antonio Garcés Silva (junior), Matías Alberto Garcés Silva and Andrés Sergio Garcés Silva; (c) Gonzalo Said Handal, Jaime Said Handal, Javier Said Handal, Barbara Said Handal, Marisol Said Handal and Cristina Said Handal; (d)  Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger; and (e) Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado.

W I T N E S S E T H:

WHEREAS, on June 25, 2012, an Amended and Restated Shareholders’ Agreement related to Andina was entered into (the “Amended SHA”, as amended as of August 31, 2012, August 18, 2014 and June 20, 2016) among Andina, CCDC, Coca-Cola Interamerican Corporation (which on December 26, 2012, transferred all of its shares of Andina to CCDC), SPBR, Freire One (which was subject to a corporate restructuring whereby Freire Alfa, Freire Beta, Inversiones Freire Gamma S.A. and Freire Delta were spun-off and certain shares of Andina were allocated among those companies, which in turn on or about October 1, 2012, agreed to become bound by the terms and provisions of the Amended SHA); Freire Two (which was subject to a corporate restructuring whereby Freire Two Alfa, Freire Two Beta, Inversiones Freire Dos Gamma S.A. and Freire Two Delta were spun-off and certain shares of Andina were allocated among those companies, which in turn on or about October 1st, 2012, agreed to become bound by the terms and provisions of the Amended SHA; and later, Freire Alfa and Freire Two Alfa merged into SH Seis, Freire Beta. and Freire Two Beta merged into Cabildo, Inversiones Freire Gamma S.A. was transformed and renamed as Inversiones El Olivillo Limitada (“El Olivillo”), Inversiones Freire Dos Gamma S.A. was transformed and renamed as Inversiones Alerce Limitada (“Alerce”), Freire Delta merged with Nueva Delta, and Freire Two Delta merged into Nueva Delta Dos, and all of these new companies in turn on or about August 18, 2014, agreed to become bound by the terms and provisions of the Amended SHA; and later El Olivillo and Alerce were merged into Chucao and on or about June 20, 2016, Chucao agreed to become bound by the terms and provisions of the Amended SHA), Los Aromos (which was subject to a corporate restructuring whereby Las Gaviotas, today Playa Amarilla, Playa Negra, Campanario, Las Niñas, Don Alfonso and Los Robles were spun-off and all of the shares of Andina were allocated among those companies, which in turn on or about September 9, 2013, agreed to become bound by the terms and provisions of the Amended SHA), and the Majority Shareholders Partners.
 
WHEREAS, Chucao dissolved due to the reunion of all of its equity rights in Lleuque, and as a result, Lleuque now owns a total of 50,001,644 Series A Stock, comprised of the same Series A Stock held by Chucao.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree to amend the Amended SHA, in order to include Lleuque, as successor of Chucao, as party to the Amended SHA, as follows:

1.Representations and warranties.

Pamela Hurtado Berger and Madeline Hurtado Berger represent and warrant (i) to be the exclusive and sole beneficial owners of Lleuque, and (ii) that Lleuque is the legal successor of Chucao, owning a total of 50,001,644 Series A Stock previously held by Chucao.

2.Undertakings.

Lleuque agrees to be bound by the terms and provisions of the Amended SHA and shall be deemed to be the successor of Chucao under the Amended SHA, and that their corresponding Transferred Shares shall remain subject to the provisions of the Amended SHA.

3.Amendments to the Amended SHA. In consideration of the representation of warranties made by the beneficial owners of Lleuque and the undertakings of Section 2 above, the parties hereto agree the following:

Lleuque has become a member of the Freire Group under the Amended SHA, as defined therein. Therefore, as of this date the Freire Group shall be formed by the following members: (i) Freire One, (ii) Freire Two, (iii) SH Seis, (iv) Cabildo, (v) Nueva Delta, (vi) Nueva Delta Dos, and (vii) Lleuque.

4.Consent to Jurisdiction. For the avoidance of doubt, each of the parties hereby irrevocable consents and agrees that any Legal Dispute may be brought to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, New York, United States of America or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the City of New York, New York, United States of America.

5.Definitions. Any capitalized terms used in this Amendment but not defined herein shall have the meanings provided for in the Amended SHA.

6.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument.

7.Except as expressly amended hereby, none of the rights or obligations of the parties pursuant to the Amended SHA, neither the remaining clauses of the Amended SHA shall be amended, modified, waived, terminated or otherwise affected in any manner whatsoever.

[Remainder of page left blank. Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day first above written.

EMBOTELLADORA ANDINA S.A.


By: /s/ Jaime Cohen Arancibia /s/ Andres Wainer Pollack
Name: Jaime Cohen Arancibia Andrés Wainer Pollack
Title: General Legal Counsel Chief Financial Officer



THE COCA–COLA COMPANY


By: /s/ Christopher P. Nolan
Name: Christopher P. Nolan
Title: Vice President & Treasurer



SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL


By: /s/ Mercedes Rodriguez Canedo
Name: Mercedes Rodriguez Canedo
Title: Attorney-in-fact


COCA-COLA DE CHILE S.A.


By: /s/ Dino Troni Peña
Name: Dino Troni Peña
Title: General Manager



INVERSIONES FREIRE S.A.


By: /s/ José Antonio Garcés Silva (Senior) /s/ José Domingo Eluchans Urenda
Name: José Antonio Garcés Silva (Senior) José Domingo Eluchans Urenda
Title: Officers


INVERSIONES FREIRE DOS S.A.


By: /s/ José Antonio Garcés Silva (Senior) /s/ José Domingo Eluchans Urenda
Name: José Antonio Garcés Silva (Senior) José Domingo Eluchans Urenda
Title: Officers



INVERSIONES SH SEIS LIMITADA


By: /s/ Arturo Rickie Guzman /s/ Gonzalo Said Handal
Name: Arturo Rickie Guzman and Gonzalo Said Handal
Title: [Not indicated]



_/s/ Gonzalo Said Handal___________
GONZALO SAID HANDAL



_/s/ Jaime Said Handal_____________
JAIME SAID HANDAL



_/s/ Javier Said Handal_____________
JAVIER SAID HANDAL



_/s/ Barbara Said Handal___________
BARBARA SAID HANDAL



_/s/ Marisol Said Handal____________
MARISOL SAID HANDAL



_/s/ Cristina Said Handal____________
CRISTINA SAID HANDAL

INVERSIONES CABILDO SpA


By: /s/ Rodrigo Muñoz Muñoz /s/ Salvador Said Somavía
Name: Rodrigo Muñoz Salvador Said Somavía
Title: Officers



_/s/ José Said Saffie_______________
JOSÉ SAID SAFFIE



_/s/ Isabel Margarita Somavía Dittborn_
ISABEL MARGARITA SOMAVÍA DITTBORN



_/s/ Salvador Said Somavía__________
SALVADOR SAID SOMAVÍA



_/s/ Isabel Said Somavía_____________
ISABEL SAID SOMAVÍA



_/s/ Constanza Said Somavía__________
CONSTANZA SAID SOMAVÍA



_/s/ Loreto Said Somavía_____________
LORETO SAID SOMAVÍA

INVERSIONES LLEUQUE LIMITADA


By: /s/ Franco Acchiardo Olivos
Name: Franco Acchiardo Olivos
Title: Attorney







_/s/ Alberto Hurtado Fuenzalida______
p.p. ALBERTO HURTADO FUENZALIDA






_/s/ Pamela Hurtado Berger___________
PAMELA HURTADO BERGER







_/s/ Madeline Hurtado Berger_________
MADELINE HURTADO BERGER

INVERSIONES NUEVA DELTA S.A.


By: /s/ José Antonio Garcés Silva /s/ José Antonio Garcés Silva (Senior)
Name: José Antonio Garcés Silva José Antonio Garcés Silva (Senior)
Title: Officers


INVERSIONES NUEVA DELTA DOS S.A.


By: /s/ José Antonio Garcés Silva /s/ José Antonio Garcés Silva (Senior)
Name: José Antonio Garcés Silva José Antonio Garcés Silva (Senior)
Title: Officers


_/s/ José Antonio Garcés Silva (Senior)_
JOSÉ ANTONIO GARCÉS SILVA (SENIOR)


_/s/ María Teresa Silva Silva__________
MARÍA TERESA SILVA SILVA


_/s/ María Teresa Silva Silva__________
MARÍA TERESA GARCÉS SILVA


_/s/ María Paz Garcés Silva____________
MARÍA PAZ GARCÉS SILVA


_/s/ José Antonio Garcés Silva (Junior)___
JOSÉ ANTONIO GARCÉS SILVA (JUNIOR)


_/s/ Matías Alberto Garcés Silva_________
MATÍAS ALBERTO GARCÉS SILVA




_/s/ Andrés Sergio Garcés Silva_________
ANDRÉS SERGIO GARCÉS SILVA










































INVERSIONES LOS AROMOS LIMITADA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney



INVERSIONES PLAYA AMARILLA SpA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney



INVERSIONES PLAYA NEGRA SpA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney



INVERSIONES EL CAMPANARIO LIMITADA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney


INVERSIONES LAS NIÑAS DOS SpA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney



INVERSIONES DON ALFONSO LIMITADA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney



INVERSIONES LOS ROBLES LIMITADA


By: /s/ Magdalena Alcaíno Lamarca
Name: Magdalena Alcaíno Lamarca
Title: Attorney


_/s/ Patricia Claro Marchant_________
PATRICIA CLARO MARCHANT



_/s/s María Soledad Chadwick Claro__
MARÍA SOLEDAD CHADWICK CLARO



_/s/ Eduardo Chadwick Claro________
EDUARDO CHADWICK CLARO



_/s/ María Carolina Chadwick Claro___
MARÍA CAROLINA CHADWICK CLARO



_/s/ María de la Luz Chadwick Hurtado_
MARÍA DE LA LUZ CHADWICK HURTADO




Exhibit
Execution version.

Exhibit 99.4

AMENDMENT

TO

OPTION AGREEMENT

AND

CUSTODY AGREEMENT


In Santiago de Chile, as of June 20, 2016, by and among, on one hand:

INVERSIONES FREIRE S.A., formerly “Inversiones Freire Limitada” (“Freire One”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 96.450.000-2, herein represented by Mr José Antonio Garcés Silva (senior) and Mr José Domingo Eluchans Urenda;

INVERSIONES FREIRE DOS S.A., formerly “Inversiones Freire Dos Limitada” (“Freire Two”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 78.816.440-8, herein represented by Mr José Antonio Garcés Silva (senior) and Mr José Domingo Eluchans Urenda;

INVERSIONES SH SEIS LIMITADA (“SH Six”), a limited liability company organized under the laws of Chile, as legal successor of “Inversiones Freire Alfa S.A.” (“Freire Alfa”) and “Inversiones Freire Dos Alfa S.A.” (“Freire Two Alfa”), domiciled for the purposes of this agreement at Avenida El Golf 40, office 804, Las Condes, Santiago, Tax Identification Number 76.273.760-4, herein represented by Mr Gonzalo Said Handal and Mr Jaime Said Handal;

INVERSIONES CABILDO SpA (“Cabildo”), a stock company organized under the laws of Chile, as legal successor of “Inversiones Freire Beta S.A.” (“Freire Beta”) and “Inversiones Freire Dos Beta S.A.” (“Freire Two Beta”), domiciled for the purposes of this agreement at Andrés Bello 2687, 20th Floor, Las Condes, Santiago, Tax Identification Number 76.062.133-1, herein represented by Mr Salvador Saíd Somavía and Mr Rodrigo Muñoz Muñoz;

INVERSIONES CHUCAO LIMITADA (“Chucao”), a limited liability company organized under the laws of Chile, as successor of “Inversiones El Olivillo Limitada” (“El Olivillo”) and of “Inversiones Alerce Limitada (“Alerce”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 76.238.919-3, herein represented by Ms Madeline Hurtado Berger and Ms Pamela Hurtado Berger;

INVERSIONES NUEVA DELTA S.A. (“New Delta”), a corporation organized under the laws of Chile, as legal successor of “Inversiones Freire Delta S.A.” (“Freire Delta”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 76.309.233-K, herein represented by Mr José Antonio Garcés Silva (junior) and Mr José Antonio Garcés Silva (senior);

INVERSIONES NUEVA DELTA DOS S.A. (“New Delta Two”), a corporation organized under the laws of Chile, as legal successor of “Inversiones Freire Dos Delta S.A.” (“Freire Two Delta”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 76.309.244-5, herein represented by Mr José Antonio Garcés Silva (junior) and Mr José Antonio Garcés Silva (senior);

INVERSIONES LOS AROMOS LIMITADA (“Los Aromos”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 79.689.020-7, herein represented by Ms Patricia Claro Marchant, Mr Eduardo Chadwick Claro and Ms Maria de la Luz Chadwick Hurtado;

INVERSIONES LAS GAVIOTAS DOS LIMITADA (“Las Gaviotas”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.887-2, herein represented by Ms Patricia Claro Marchant;

INVERSIONES PLAYA NEGRA SpA, formerly named INVERSIONES PLAYA NEGRA DOS LIMITADA (“Playa Negra”), a stock company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.973-9, herein represented by Ms Patricia Claro Marchant;

INVERSIONES EL CAMPANARIO LIMITADA, formerly named INVERSIONES EL CAMPANARIO DOS LIMITADA (“Campanario”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.959-3, herein represented by Ms María Soledad Chadwick Claro;

INVERSIONES LAS NIÑAS DOS SpA, formerly named INVERSIONES LAS VIÑAS DOS LIMITADA (“Las Niñas”), a stock company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.943-7, herein represented by Mr Eduardo Chadwick Claro;

INVERSIONES DON ALFONSO LIMITADA, formerly named INVERSIONES DON ALFONSO DOS LIMITADA (“Don Alfonso”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.918-6, herein represented by Ms María de la Luz Chadwick Hurtado; and

INVERSIONES LOS ROBLES LIMITADA, formerly named INVERSIONES LOS ROBLES DOS LIMITADA (“Los Robles”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.886-4, herein represented by Ms María Carolina Chadwick Claro; (hereinafter Los Aromos, Las Gaviotas, Playa Negra, Campanario, Las Niñas, Don Alfonso and Los Robles will be jointly referred to as “Group Aromos”); and on the other,

THE COCA‑COLA COMPANY (“TCCC”), a corporation organized under the laws of Delaware, U.S.A., domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., herein represented by Mr Robert J. Jordan Jr.;

COCA‑COLA DE CHILE S.A. (“CCDC”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Kennedy 5757, 12th Floor, Las Condes, Santiago, Tax Identification Number 96.714.870-9, herein represented by Mr Jorge Garduño Chavero; and

SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL (“SPBR”), a corporation successor of “Coca-Cola de Argentina S.A.” and organized under the laws of Argentina, domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., Tax Identification Number 59.053.720-9, herein represented by Ms Sylvia Lorena Chamorro Giné; and

EMBOTELLADORA ANDINA S.A. (“Andina” or the “issuer company”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 40, 4th Floor, Las Condes, Santiago, Tax Identification Number 91.144.000-8, herein represented by Mr Andrés Wainer Pollack and Mr Jaime Cohen Arancibia;

all being of legal age, agree as follows:

RECITALS

WHEREAS, by private document executed on September 5, 1996, Freire One, Freire Two, TCCC, Interamerican, SPBR (formerly Coca-Cola de Argentina S.A.), Andina and Citibank, N.A. entered into an Option Agreement and a Custody Agreement (hereinafter referred to as the “Option Agreement”). The Option Agreement has been amended on December 17, 1996, September 28, 2012, October 1, 2012, December 26, 2012 and August 18, 2014. In addition, as a result of a corporate reorganization of Los Aromos, the Shares of Andina held by Los Aromos were assigned to certain companies created under such reorganization, which on September 9, 2013 adhered to the Option Agreement. As a result of these amendments and adhesions, up to this date the parties to the Option Agreement are Freire One, Freire Two, SH Six, Cabildo, El Olivillo, Alerce, New Delta, New Delta Two, Los Aromos, Las Gaviotas, Playa Negra, Campanario, Las Niñas, Don Alfonso, Los Robles, TCCC, CCDC, SPBR and Andina, and additionally, Interamerican, as the Trustee according to clause Eleventh of the Option Agreement;

WHEREAS, on June 25, 2012, an Amended and Restated Shareholder’s Agreement was entered into (the “Amended SHA”), which was amended as of August 31, 2012 and August 18, 2014, by and among Andina TCCC, Interamerican (which on December 26, 2012 transferred to CCDC all of the shares owned by Interamerican issued by Andina), SPBR, CCDC, Freire One (which was subject to a corporate restructuring whereby Freire Alfa, Freire Beta, Freire Gamma and Freire Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA), Freire Two (which was subject to a corporate restructuring whereby Freire Two Alfa, Freire Two Beta, Freire Two Gamma and Freire Two Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA; and later, Freire Alfha and Freire Two Alfa merged into SH Six, Freire Beta and Freire Two Beta merged into Cabildo, Freire Gamma was transformed and changed its name to El Olivillo, Freire Two Gamma was transformed and changed its name to Alerce, Freire Delta merged with New Delta and Freire Two Delta merged with New Delta Two, and in turn all these new companies on August 18, 2014, adhered to the Amended SHA); and Los Aromos (which was subject to a corporate restructuring whereby Las Gaviotas, Playa Negra, Campanario, Las Viñas, Don Alfonso and Los Robles were formed and all of the shares of Andina were allocated among these companies, which on September 9, 2013 agreed to become bound by the Amended SHA);

WHEREAS, on December 9, 2014, El Olivillo and Alerce merged into Chucao and as a result of the merger, Chucao owns a total of 50,001,644 Series A Stock, which includes the same 46,426,645 Series A Stock that belonged to El Olivillo, and the same 3,574,999 Series A Stock that belonged to Alerce (all the Series A Stock previously indicated hereinafter will be referred to as the “Transferred Shares”).    

WHEREAS, by private document executed on this same date, the parties hereto amended the Amended SHA with the purpose of, among others, including and bound Chucao as part of such agreement. In such document, Alberto Hurtado Fuenzalida, Pamela Hurtado Berger and Madeline Hurtado Berger represented and warranted to be the only and exclusive beneficial owners of Chucao.

NOW, THEREFORE, the parties hereto, intending to include and bound Chucao as part of the Option Agreement and Custody Agreement, agree to amend the Option Agreement, as follows:

1.Representation and adherence to the Option Agreement.

1.1.    Chucao (i) represents to be the legal successor El Olivillo and Alerce, as a result of the merger of El Olivillo and Alerce into Chucao, owning 50,001,644 Series A Stock issued by Andina; and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of El Olivillo and Alerce under the Option Agreement, and that its corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

2.Amendments to the Option Agreement.
In consideration of what was agreed in the first clause above, the Option Agreement is amended as of this date, in the following sense:

Chucao shall be considered a Grantor (Otorgante), Owner (Propietario) or member of the Freire Group under the Option Agreement, as defined therein or in any of its amendments. Consequently, as of this date, the Grantors (Otorgantes) and the Owners (Propietarios) members of the Freire Group are the following entities: (i) Freire One, (ii) Freire Two, (iii) SH Six, (iv) Cabildo, (v) New Delta, (vi) New Delta Two, and (vii) Chucao.

3.Validity.

Any provision of the Option Agreement not expressly modified in this document remains unchanged and in full force.

4.Statement by Andina and Interamerican.

Andina, duly represented as indicated above, for all the legal applicable purposes, hereby declares that is fully aware of the provisions included in this document.

In addition, COCA-COLA INTERAMERICAN CORPORATION, a corporation organized under the laws of Delaware, U.S.A., domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., Tax Identification Number 59.053.710-1, herein represented by Mr Rodrigo Winter Caracas, as the Trustee under the Option Agreement, hereby declares that is fully aware of the provisions included in this document.

5.Registration.

A copy of this document will be deposited at Embotelladora Andina S.A. and will be entered in its Shareholders Register.

6.Counterparts.

This document is executed in 18 counterparts, one for each of the appearing parties, and one to be deposited at Embotelladora Andina S.A.






/s/ José Antonio Garcés Silva
_/s/ José Domingo Eluchans Urenda____
p.p. Inversiones Freire S.A.
p.p. Inversiones Freire Dos S.A

p.p. Inversiones Freire S.A.
p.p. Inversiones Freire Dos S.A.



___/s/ Gonzalo Said Handal___
_______/s/ Jaime Said Handal____
p.p. Inversiones SH Seis Limitada
p.p. Inversiones SH Seis Limitada





_____/s/ Salvador Said Somavía____
_____/s/ Rodrigo Muñoz Muñoz____
p.p. Inversiones Cabildo SpA
p.p. Inversiones Cabildo SpA







___/s/ Madeliane Hurtado Berger__
_____/s/ Pamela Hurtado Berger_____
p.p. Inversiones Chucao Limitada
p.p. Inversiones Chucao Limitada






_/s/ José Antonio Garcés Silva (junior)_
_/s/ José Antonio Garcés Silva (senior)__
p.p. Inversiones Nueva Delta S.A.
p.p. Inversiones Nueva Delta Dos S.A.
p.p. Inversiones Nueva Delta S.A.
p.p. Inversiones Nueva Delta Dos S.A.








____/s/ Eduardo Chadwick Claro____
_/s/ María de la Luz Chadwick Hurtado_
p.p. Inversiones Los Aromos Limitada

p.p. Inversiones Los Aromos Limitada






_____/s/ Patricia Claro Marchant_____
p.p. Inversiones Los Aromos Limitada







_____/s/ Patricia Claro Marchant_____
p.p. Inversiones Las Gaviotas Dos Limitada





______/s/ Patricia Claro Marchant______
p.p. Inversiones Playa Negra SpA







__/s/ María Soledad Chadwick Claro__
p.p. Inversiones El Campanario Limitada







____/s/ Eduardo Chadwick Claro____
p.p. Inversiones Las Niñas Dos SpA








_/s/ María de la Luz Chadwick Hurtado_
p.p. Inversiones Don Alfonso Limitada









__/s/ María Carolina Chadwick Claro__
p.p. Inversiones Los Robles Limitada







______/s/ Christopher P. Nolan_______
p.p. The Coca-Cola Company




________/s/ Dino Troni Peña________
p.p. Coca-Cola de Chile S.A.





___/s/ Mercedes Rodríguez Canedo___
p.p. Servicios y Productos Para Bebidas Refrescantes SRL





______/s/ Christopher P. Nolan______
p.p. Coca-Cola Interamerican Corporation





/s/ Jaime Cohen Arancibia and Andrés Wainer Pollack
p.p. Embotelladora Andina S.A.


1

Exhibit
Execution version.

Exhibit 99.5

AMENDMENT

TO

OPTION AGREEMENT



In Santiago de Chile, as of [●] 2018, by and among, on one hand:

INVERSIONES FREIRE S.A., formerly “Inversiones Freire Limitada” (“Freire One”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 96.450.000-2, herein represented by Mr José Antonio Garcés Silva (senior) and Mr José Domingo Eluchans Urenda;

INVERSIONES FREIRE DOS S.A., formerly “Inversiones Freire Dos Limitada” (“Freire Two”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 78.816.440-8, herein represented by Mr José Antonio Garcés Silva (senior) and Mr José Domingo Eluchans Urenda;

INVERSIONES SH SEIS LIMITADA (“SH Six”), a limited liability company organized under the laws of Chile, as legal successor of “Inversiones Freire Alfa S.A.” (“Freire Alfa”) and “Inversiones Freire Dos Alfa S.A.” (“Freire Two Alfa”), domiciled for the purposes of this agreement at Avenida El Golf 40, office 804, Las Condes, Santiago, Tax Identification Number 76.273.760-4, herein represented by Mr Gonzalo Said Handal and Mr Arturo Ricke Guzmán;

INVERSIONES CABILDO SpA (“Cabildo”), a stock company organized under the laws of Chile, as legal successor of “Inversiones Freire Beta S.A.” (“Freire Beta”) and “Inversiones Freire Dos Beta S.A.” (“Freire Two Beta”), domiciled for the purposes of this agreement at Andrés Bello 2687, 20th Floor, Las Condes, Santiago, Tax Identification Number 76.062.133-1, herein represented by Mr Salvador Saíd Somavía and Mr Rodrigo Muñoz Muñoz;

INVERSIONES LLEUQUE LIMITADA (“Lleuque”), a limited liability company, organized under the laws of Chile, as legal successor of “Inversiones Chucao Limitada” (“Chucao”), domiciled for the purposes of this agreement at Avenida El Golf 40, office 901 Las Condes, Santiago, Tax Identification Number 76.312.209-3, herein represented by Ms Madeline Hurtado Berger and Ms Pamela Hurtado Berger;

INVERSIONES NUEVA DELTA S.A. (“New Delta”), a corporation organized under the laws of Chile, as legal successor of “Inversiones Freire Delta S.A.” (“Freire Delta”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 76.309.233-K, herein represented by Mr José Antonio Garcés Silva (junior) and Mr José Antonio Garcés Silva (senior);

INVERSIONES NUEVA DELTA DOS S.A. (“New Delta Two”), a corporation organized under the laws of Chile, as legal successor of “Inversiones Freire Dos Delta S.A.” (“Freire Two Delta”), domiciled for the purposes of this agreement at Avenida El Golf 150, 18th Floor, Las Condes, Santiago, Tax Identification Number 76.309.244-5, herein represented by Mr José Antonio Garcés Silva (junior) and Mr José Antonio Garcés Silva (senior).

INVERSIONES LOS AROMOS LIMITADA (“Los Aromos”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 79.689.020-7, herein represented by Ms Patricia Claro Marchant, Mr Eduardo Chadwick Claro and Ms Maria de la Luz Chadwick Hurtado;

INVERSIONES PLAYA AMARILLA SpA (“Playa Amarilla”), formerly LAS GAVIOTAS DOS LIMITADA (“Las Gaviotas”), a stock company organized under the laws of Chile, domiciled for the purposes of this agreement at Nueva Tajamar 781, 18th floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.887-2, herein represented by Mr Andrés Herrera Ramírez;

INVERSIONES PLAYA NEGRA SpA, formerly named INVERSIONES PLAYA NEGRA DOS LIMITADA (“Playa Negra”), a stock company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.973-9, herein represented by Ms Patricia Claro Marchant;

INVERSIONES EL CAMPANARIO LIMITADA, formerly named INVERSIONES EL CAMPANARIO DOS LIMITADA (“Campanario”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.959-3, herein represented by Ms María Soledad Chadwick Claro;

INVERSIONES LAS NIÑAS DOS SpA, formerly named INVERSIONES LAS VIÑAS DOS LIMITADA (“Las Niñas”), a stock company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.943-7, herein represented by Mr Eduardo Chadwick Claro;

INVERSIONES DON ALFONSO LIMITADA, formerly named INVERSIONES DON ALFONSO DOS LIMITADA (“Don Alfonso”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.918-6, herein represented by Ms María de la Luz Chadwick Hurtado; and

INVERSIONES LOS ROBLES LIMITADA, formerly named INVERSIONES LOS ROBLES DOS LIMITADA (“Los Robles”), a limited liability company organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Nueva Tajamar 481, 8th Floor, Torre Sur, Las Condes, Santiago, Tax Identification Number 76.273.886-4, herein represented by Ms María Carolina Chadwick Claro; (hereinafter Los Aromos, Playa Amarilla, Playa Negra, Campanario, Las Niñas, Don Alfonso and Los Robles will be jointly referred to as “Group Aromos”); and on the other,

THE COCA‑COLA COMPANY (“TCCC”), a corporation organized under the laws of Delaware, U.S.A., domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., herein represented by Mr Robert J. Jordan Jr.;

COCA‑COLA DE CHILE S.A. (“CCDC”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida Kennedy 5757, 12th Floor, Las Condes, Santiago, Tax Identification Number 96.714.870-9, herein represented by Mr Jorge Garduño Chavero; and

SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES SRL (“SPBR”), a corporation successor of “Coca-Cola de Argentina S.A.” and organized under the laws of Argentina, domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., Tax Identification Number 59.053.720-9, herein represented by Ms Sylvia Lorena Chamorro Giné; and

EMBOTELLADORA ANDINA S.A. (“Andina” or the “issuer company”), a corporation organized under the laws of Chile, domiciled for the purposes of this agreement at Avenida El Golf 40, 4th Floor, Las Condes, Santiago, Tax Identification Number 91.144.000-8, herein represented by Mr Andrés Wainer Pollack and Mr Jaime Cohen Arancibia;

all being of legal age, agree as follows:

RECITALS

WHEREAS, by private document executed on September 5, 1996, Freire One, Freire Two, TCCC, Interamerican, SPBR (formerly Coca-Cola de Argentina S.A.), Andina and Citibank, N.A. entered into an Option Agreement and a Custody Agreement (hereinafter referred to as the “Option Agreement”). The Option Agreement has been amended on December 17, 1996, September 28, 2012, October 1, 2012, December 26, 2012, August 18, 2014 and June 20, 2016. In addition, as a result of a corporate reorganization of Los Aromos, the Shares of Andina held by Los Aromos were assigned to certain companies created under such reorganization, which on September 9, 2013 adhered to the Option Agreement. As a result of these amendments and adhesions, up to this date the parties to the Option Agreement are Freire One, Freire Two, SH Six, Cabildo, Chucao, New Delta, New Delta Two, Los Aromos, Las Gaviotas (now Playa Amarilla), Playa Negra, Campanario, Las Niñas, Don Alfonso, Los Robles, TCCC, CCDC, SPBR and Andina, and additionally, Interamerican, as the Trustee according to clause Eleventh of the Option Agreement;

WHEREAS, on June 25, 2012, an “Amended and Restated Shareholder’s Agreement was entered into (the “Amended SHA”), which was amended as of August 31, 2012, August 18, 2014 and June 20, 2016, by and among Andina, TCCC, Interamerican (which on December 26, 2012, transferred to CCDC all of the shares owned by Interamerican issued by Andina), SPBR, CCDC, Freire One (which was subject to a corporate restructuring whereby Freire Alfa, Freire Beta, Freire Gamma and Freire Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA), Freire Two (which was subject to a corporate restructuring whereby Freire Two Alfa, Freire Two Beta, Freire Two Gamma and Freire Two Delta were formed and certain shares of Andina were allocated among these companies, which on October 1, 2012 agreed to become bound by the Amended SHA, and later, Freire Alfa and Freire Two Alfa merged into SH Six, Freire Beta and Freire Two Beta merged into Cabildo, Freire Gamma was transformed and changed its name to Inversiones El Olivillo Limitada, Freire Two Gamma was transformed and changed its name to Inversiones Alerce Limitada and Freire Delta merged with New Delta and Freire Two Delta merged with New Delta Two, and in turn, all these new companies adhered to the Amended SHA; and later Inversiones El Olivillo Limitada and Inversiones Alerce Limitada were absorbed by Chucao and on June 20, 2016, Chucao adhered to the Amended SHA), and Los Aromos (which was subject to a corporate restructuring whereby Las Gaviotas (now Playa Amarilla), Playa Negra, Campanario, Las Niñas, Don Alfonso and Los Robles were formed, and all of the shares of Andina were allocated among these companies, which on September 9, 2013, agreed to become bound by the Amended SHA).

WHEREAS, on December 20, 2016, Chucao was dissolved due to the acquisition by Lleuque of all the equity interest thereunder, and as a result of such dissolution, Lleuque owns a total of 50,001,644 Series A Stock, which includes the same 50,001,644 Series A Stock that belonged to Chucao (all the Series A Stock previously indicated will be hereinafter referred to as the “Transferred Shares”).

WHEREAS, by private document executed on this same date, the parties hereto amended the Amended SHA with the purpose of, among others, including Lleuque as part of such agreement. In such document, Pamela Hurtado Berger and Madeline Hurtado Berger represented and warranted to be the only and exclusive beneficial owners of Lleuque.

NOW, THEREFORE, the parties hereto, intending to include and bound Lleuque as part of the Option Agreement, agree to amend the Option Agreement, as follows:

1.Representation and adherence to the Option Agreement.

Lleuque (i) represents to be the legal successor of Chucao, as a result of the dissolution of Chucao due to the acquisition by Lleuque of all the equity interest thereunder, which occurred on December 20, 2016, and to be the owner of 50,001,644 Series A Stock issued by Andina, and (ii) agrees to be bound by the terms and provisions of the Option Agreement and shall be deemed to be the successor of Chucao, and that its corresponding Transferred Shares shall remain subject to the provisions of the Option Agreement.

2.Amendments to the Option Agreement.

In consideration of what was agreed in the first clause above, the Option Agreement is amended with effects as of this date, in the following sense:

Lleuque shall be considered a Grantor (Otorgante), Owner (Propietario) or member of the Freire Group under the Option Agreement, as defined therein or in any of its amendments. Consequently, as of this date the Grantors (Otorgantes) and the Owners (Propietarios) members of the Freire Group are the following entities: (i) Freire One, (ii) Freire Two, (iii) SH Six, (iv) Cabildo, (v) New Delta, (vi) New Delta Two, and (vii) Lleuque.

3.Validity.

Any provision of the Option Agreement not expressly modified in this document remains unchanged and in full force.

4.Statement by Andina and Interamerican.

Andina, duly represented as indicated above, for all the legal applicable purposes, hereby declares that is fully aware of the provisions included in this document.

In addition, COCA-COLA INTERAMERICAN CORPORATION, a corporation organized under the laws of Delaware, U.S.A., domiciled for the purposes of this agreement at One Coca-Cola Plaza, N.W., Atlanta, Georgia, U.S.A., Tax Identification Number 59.053.710-1, herein represented by Mr Rodrigo Winter Caracas, as the Trustee under the Option Agreement, hereby declares that is fully aware of the provisions included in this document.

5.Registration.

A copy of this document will be deposited at Embotelladora Andina S.A. and will be entered in its Shareholders Register.

6.Counterparts.

This document is executed in 18 counterparts, one for each of the appearing parties, and one to be deposited at Embotelladora Andina S.A.






____/s/ José Antonio Garcés Silva___
____/s/ José Domingo Eluchans Urenda___
p.p. Inversiones Freire S.A.
p.p. Inversiones Freire Dos S.A

p.p. Inversiones Freire S.A.
p.p. Inversiones Freire Dos S.A.




____/s/ Gonzalo Said Handal_____
____/s/ Jaime Said Handal_______
p.p. Inversiones SH Seis Limitada
p.p. Inversiones SH Seis Limitada





_____/s/ Salvador Said Somavia_____
______/s/ Rodrigo Muñoz Muños_____
p.p. Inversiones Cabildo SpA
p.p. Inversiones Cabildo SpA







__/s/ Franco Acchiardo Olivos___
___/s/ Alberto Hurtado Fuenzalida____
p.p. Inversiones Lleuque Limitada

p.p. Inversiones Lleuque Limitada






___/s/ José Antonio Garcés Silva (Junior)__
__/s/ José Antonio Garcés Silva (Senior)_
p.p. Inversiones Nueva Delta S.A.
p.p. Inversiones Nueva Delta Dos S.A.
p.p. Inversiones Nueva Delta S.A.
p.p. Inversiones Nueva Delta Dos S.A.








__/s/ Magdalena Alcaíno Lamarca__
__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones Los Aromos Limitada

p.p. Inversiones Los Aromos Limitada






__/s/ Magdalena Alcaíno Lamarca___
p.p. Inversiones Los Aromos Limitada







__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones Playa Amarilla SpA





__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones Playa Negra SpA








__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones El Campanario Limitada





__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones Las Niñas Dos SpA






__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones Don Alfonso Limitada







__/s/ Magdalena Alcaíno Lamarca__
p.p. Inversiones Los Robles Limitada







__/s/ Christopher P. Nolan__
p.p. The Coca-Cola Company




_______________________________
p.p. Coca-Cola de Chile S.A.





__/s/ Mercedes Rodriguez Canedo__
p.p. Servicios y Productos Para Bebidas Refrescantes SRL





_______________________________
p.p. Coca-Cola Interamerican Corporation





__/s/ Andres Wainer Pollak /s/ Jaime Cohen Arancibia___
p.p. Embotelladora Andina S.A.
 


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