EXHIBIT B

Exhibit B

EXECUTION VERSION

INVESTMENT NUMBER 32316

Policy Agreement

among

CORPBANCA

CORP GROUP BANKING S.A.

COMPAÑIA INMOBILIARIA Y DE

INVERSIONES SAGA LIMITADA

CORPGROUP INVERSIONES BANCARIAS LIMITADA

INTERNATIONAL FINANCE CORPORATION

and

IFC AFRICAN, LATIN AMERICAN AND CARIBBEAN FUND, LP

Dated February 7, 2013

TABLE OF CONTENTS

Article/ Section		Item	Page No.
ARTICLE I DEFINITIONS AND INTERPRETATION				1
Section 1.01	Definitions			1
Section 1.02	Interpretation			10
ARTICLE II CORPORATE GOVERNANCE				11
Section 2.01	Sponsors’ Actions			11
Section 2.02	Board Composition and Compensation			11
Section 2.03	Notice and Agenda for Board and Board Committee Meetings			12
Section 2.04	Quorum at Board Meetings; Resolutions			12
Section 2.05	Shareholder Meetings			13
Section 2.06	IFC Parties’ Consent Rights			13
Section 3.01	General Reporting Covenants			13
Section 3.02	IFC Policy Reporting Covenants			14
Section 3.03	IFC Policy Covenants			16
Section 3.04	Use of Proceeds; Other Affirmative Covenants			18
ARTICLE IV TRANSFER OF SHARES AND PRE-EMPTIVE RIGHTS				18
Section 4.01	Restricted Transfers			18
Section 4.02	Preemptive Rights			19
Section 4.03	Free Transferability of IFC Shares			20
Section 4.04	Deposit of Common Shares in ADR Program			20
Section 4.05	Legends			20
Section 4.06	Rule 144; Other Exemptions			20
Section 4.07	Shelf Registration			20
ARTICLE V TERM OF AGREEMENT				27
Section 5.01	Term of Agreement			27
ARTICLE VI REPRESENTATIONS AND WARRANTIES				27
Section 6.01	Representations and Warranties			27
Section 6.02	IFC Parties Reliance			28
ARTICLE VII MISCELLANEOUS				28
Section 7.01	Notices			28
Section 7.02	Role of IFC			29

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Article/ Section	Item	Page No.
Section 7.03	Saving of Rights		29
Section 7.04	English Language		29
Section 7.05	Applicable Law and Jurisdiction		30
Section 7.06	Immunity		31
Section 7.07	Announcements		31
Section 7.08	Successors and Assigns		32
Section 7.09	Amendments, Waivers and Consents		32
Section 7.10	Counterparts		32
Section 7.11	Entire Agreement		32
Section 7.12	Invalid Provisions		32
Section 7.13	Limitation of Liability		33
Section 7.14	Specific Performance		33
ANNEX A	ANTI-CORRUPTION GUIDELINES FOR		4
ANNEX B	EXCLUSION LIST		7
ANNEX C	INSURANCE		8
SCHEDULE 1 FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY			9
SCHEDULE 2 SEMS PLAN			10
SCHEDULE 3 S&E PERFORMANCE REPORT			12

POLICY AGREEMENT

POLICY AGREEMENT (this “Agreement”), dated February 7, 2013, among:

(1)      CORPBANCA, a special banking corporation (sociedad anónima especial) organized and existing under the laws of the Republic of Chile (the “Company”);

(2)      CORP GROUP BANKING S.A., a corporation organized and existing under the laws of the Republic of Chile (“Corp Group Banking”);

(3)      COMPAÑÍA INMOBILIARIA Y DE INVERSIONES SAGA LIMITADA, a corporation organized and existing under the laws of the Republic of Chile (“Saga”);

(4)      CORPGROUP INVERSIONES BANCARIAS LIMITADA, a corporation organized and existing under the laws of the Republic of Chile (“Corpgroup Inversiones” and together with Corp Group Banking and Saga, the “Sponsors”);

(5)      INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Chile (“IFC”);

(6)      IFC AFRICAN, LATIN AMERICAN AND CARIBBEAN FUND, LP, a limited partnership organized and existing under the laws of England and Wales (“ALAC”); and

(7)      IFC CAPITALIZATION (EQUITY) FUND, L.P., a limited partnership organized and existing under the laws of Delaware (“CapFund” and together with IFC and ALAC, the “IFC Parties”).

RECITALS

(A)      Pursuant to an Investment Agreement, dated as of October 4, 2012 (the “Investment Agreement”) among the Sponsors and the IFC Parties, the IFC Parties have agreed to subscribe for fully paid common shares in the Company, and the subscription amount paid in relation to such subscription, in the aggregate, shall be an amount in Chilean pesos equivalent to US$225,000,000, as calculated using the exchange rate effective as of the date of determination set out in the Investment Agreement, all on the terms and conditions of the Investment Agreement;

(B)      The Sponsors as of the date of this Agreement hold approximately 57.71% of the issued and outstanding shares of the Company and approximately 50.53% of the shares of the Company on a Fully Diluted Basis; and

(C)      The Sponsors, the Company and the IFC Parties wish to enter into this Agreement in order to define their mutual rights and obligations and set out terms and conditions governing their relationship.

ARTICLE I

Definitions and Interpretation

Section 1.01    Definitions. Wherever used in this Agreement, the following terms have the following meanings:

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“Accounting Standards” means the International Financial Reporting Standards promulgated by the International Accounting Standards Boards (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions) together with its pronouncements thereon from time to time, as amended by the SBIF and applied on a consistent basis;

“Additional Securities” has the meaning set forth in Section 4.02 (b) (Preemptive Right);

“ADRs” means the American Depositary Receipts issued under the Deposit Agreement evidencing the securities representing the interests in the common shares of the Company that are deposited with the Custodian (as defined in the Deposit Agreement);

“Affiliate” means with respect to any Person, any Person directly or indirectly Controlling, Controlled by or under common Control with, that Person;

“AML/CFT” means anti-money laundering and combating the financing of terrorism;

“AML/CFT Officer” means a senior officer of the Company whose duties include oversight or supervision of the implementation and operation of, and compliance with, the Company’s AML/CFT policies, procedures and controls;

“Applicable Law” means all applicable statutes, laws, ordinances, rules and regulations, including but not limited to, any license, permit or other governmental Authorization, in each case as in effect from time to time;

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including without limitation, all Authorizations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof;

“Auditors” means the independent, external auditors of the Company;

“Authority” means any national, supranational, regional or local government, or governmental, statutory, regulatory, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person whether or not government owned and howsoever constituted or called, that exercises the functions of the central bank);

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents;

“Authorized Representative” means, in relation to the Company, any individual who is duly authorized by the Company to act on its behalf and whose name and a specimen of whose signature appear on the Certificate of Incumbency and Authority most recently delivered by the Company to the IFC Parties and, in relation to any Sponsor, any individual who is duly authorized by such Sponsor to act on its behalf and whose name and a specimen of whose signature appear on the Certificate of Incumbency and Authority most recently delivered by such Sponsor to the IFC Parties;

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act;

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“Board of Directors” or “Board” means the board of directors of the Company nominated and elected from time to time;

“Business Day” means a day when banks are open for business in New York, New York and Santiago, Chile;

“CAO” means the Compliance Advisor Ombudsman, the independent accountability mechanism for the IFC Parties that responds to environmental and social concerns of affected communities and aims to enhance outcomes;

“CAO’s Role” means the role of the CAO which is:

(a)      to respond to complaints by Persons who have been or are likely to be negatively affected by the social or environmental impacts of the IFC Parties’ projects; and

(b)      to oversee audits of the IFC Parties’ social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with the IFC Parties’ social and environmental policies, guidelines, procedures and systems;

“Category A Activity” means any activity of a Client which is likely to have significant adverse environmental impacts that are sensitive, diverse or unprecedented;

“Certificate of Incumbency and Authority” means a certificate provided to the IFC Parties by the Company, or the Sponsors substantially in the form set forth in Schedule 1 (Form of Certificate of Incumbency and Authority);

“Charter” means the by-laws (estatutos) of the Company or, as applicable, any Key Subsidiary;

“Client” means any borrower, investee or other Person financed directly or indirectly by the Company Operations;

“Client Operations” means any operations or activities of the Clients (or with respect to any Client, the operations and activities of that Client) financed directly or indirectly by the Company Operations;

“Coercive Practice” has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC Transactions);

“Collusive Practice” has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC Transactions);

“Company Operations” means all of the existing and future financing operations of the Company and its Key Subsidiaries in Latin America;

“Control” as applied to any Person, means the possession by another Person (whether directly or indirectly and whether by ownership of share capital, the possession of voting power, contract or otherwise) of the power to ensure the passage of shareholder resolutions, appoint and/or remove the majority of the members of the board of directors or other governing body of such Person or otherwise to direct or cause the direction of the affairs and policies of such Person; provided that, in any event, the direct or indirect ownership of forty per cent (40%) or more (or, for purposes of the definition of “Affiliate” only, twenty per cent (20%) or more) of the voting share capital of a Person is deemed to constitute Control of that Person, and “Controlling” and “Controlled” have corresponding meanings;

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“Corrupt Practice” has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC Transactions);

“Country” means the Republic of Chile;

“Deposit Agreement” means the Amended and Restated Deposit Agreement, dated as of May 7, 2012 among the Company, Deutsche Bank Trust Company Americas, a New York banking corporation (herein called the Depositary), and all owners and beneficial owners from time to time of ADRs issued thereunder;

“Determination Date” has the meaning set forth in Section 4.07 (b) (Automatic Shelf Registration Statement);

“Director” means an individual who is a member of the Board of Company nominated and elected from time to time in accordance with Section 2.02 (Board Composition and Compensation);

“Disclosure Package” means, with respect to any offering of securities, (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale);

“Disclosure Schedule” means the Disclosure Schedule, as modified and/or supplemented by each Updated Disclosure Schedule, if any, which has from time to time been delivered by the Company and the Sponsors and accepted by the IFC Parties pursuant to Section 3.01 of the Investment Agreement;

“Dollars” or “US$” means the lawful currency of the United States of America;

“Exchange Act” means the Securities Exchange Act of 1934 of the United States of America, as amended;

“Exclusion List” means the list of prohibited activities set forth in Annex B (Exclusion List);

“Financial Year” means the accounting year of the Company commencing each year on January 1 and ending on the following December 31, or such other period as the Company, upon thirty (30) days’ prior written notice to the IFC Parties, from time to time designates as its accounting year;

“Fraudulent Practice” has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC Transactions);

“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act;

“Fully-Diluted Basis” means the number of common shares of the Company, or other Person, as applicable, calculated as if the then issued and outstanding relevant Share Equivalents, or share equivalents of such other Person, as applicable, had been exercised in full;

“IFC Nominee Director” has the meaning set forth in Section 2.02(b) (Board Composition and Compensation);

“IFC Shares” means (i) the common shares of the Company subscribed for by the IFC Parties pursuant to the Investment Agreement and/or otherwise held by the IFC Parties from time to time and

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(ii) any securities representing a beneficial ownership interest in the shares referred to in subclause (i) of this definition;

“IFC Subscription” means any subscription for shares of the Company by the IFC Parties as provided for in Article II of the Investment Agreement;

“Independent Director” means a Director who has no direct or indirect relationship with the Company other than membership on the Board and who has not during the previous 18 months:

(a)      (i) had any significant relation, interest or dependence (whether economical, professional, financial or commercial) with the Company or any of its Related Parties, (ii) been the Controlling shareholder or a member of senior management of the Company or any of its Related Parties, or (iii) been a director, chief officer, manager or consultant of the Company or any of its Related Parties;

(b)      been a relative (consanguinity or affinity) up to the second degree to any Person referred to in (a) above;

(c)      been a director, chief officer, manager or a member of the key staff of any nonprofit organization which has received significant contributions or donations from those Persons referred to in (a) above;

(d)      been a partner or shareholder controlling, directly or indirectly, 10% or more of the total equity of any of the Persons referred to in (a) above;

(e)      been a director, chief officer, manager or a member of the key staff of entities that have rendered legal or advisory services for significant amounts or external auditors to the Persons in (a) above; or

(f)      been a partner or shareholder controlling, directly or indirectly, 10% or more of the total equity in, or been a director, chief officer, manager or a member of the key staff in, the main competitors, suppliers or clients of the Company;

“Initial Shelf Effective Date” has the meaning set forth in Section 4.07 (a) (Shelf Registration Statement);

“Investment Agreement” has the meaning set forth in the recitals to this Agreement;

“Issue Notice” has the meaning set forth in Section 4.02 (b) (Preemptive Right);

“JBIC Performance Standards” means JBIC’s “Guidelines for Confirmation of Environmental and Social Considerations established on April 2, 2002 as may be amended or supplemented by JBIC from time to time” which are available at http://www.jbic.go.jp/en/about/environment/guideline/ confirm/index.html and as notified to the Company by or on behalf of the IFC Parties from time to time;

“Key Subsidiary” means, at the relevant time or times, each Subsidiary where, as of the end of the then most recently completed fiscal year of the Company the assets of such Subsidiary account for more than ten per cent (10%) of the total consolidated assets of the Company;

“Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, option (including call commitment), trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any

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designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law;

“Losses” has the meaning set forth in Section 4.07 (g)(i);

“Material Adverse Effect” means any event, change, occurrence, effect, fact, violation or circumstance having a material adverse effect on:

(a)      the assets or properties of the Company and the Key Subsidiaries taken as a whole;

(b)      the business or financial condition of the Company and the Key Subsidiaries taken as a whole;

(c)      the carrying on of the business or operations of the Company and its Key Subsidiaries taken as a whole;

(d)      the assets, properties, business or financial condition of any Sponsor;

(e)      the ability of the Company to comply, and ensure that each of its Key Subsidiaries complies, with its obligations under Article II, Article III, Article IV of this Agreement, and in the case of each of its Key Subsidiaries, such Key Subsidiary’s Charter; or

(f)      the ability of any Sponsor to comply with its obligations under Section 2.01, 2.02, 2.03, 2.05, 3.05 and 5.10 of the Investment Agreement; Sections 2.01, 2.06, 3.03, 4.04, 7.08 and 7.11 of this Agreement; and Sections 2.01(a), 2.01(b), 2.01(e) and Article III of the Shareholders’ Agreement;

provided that effects that occur after the date hereof relating to (i) changes generally affecting the industry in which any of the Company or its Key Subsidiaries operates which in each case do not affect such Person disproportionately, (ii) the economy in general, which in each case do not affect such Person disproportionately, (iii) the announcement of the transactions contemplated by the Transaction Documents, or (iv) any failure by the Company and its Subsidiaries, in and of itself, to meet any internal or external projections or forecasts, shall not be deemed to constitute a “Material Adverse Effect”;

“New Securities” has the meaning set forth in Section 4.02 (e) (Preemptive Right);

“Notification Date” has the meaning set forth in Section 4.02 (b) (Preemptive Right);

“Obstructive Practice” has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC Transactions);

“OFAC” means the Office of Foreign Assets Control of the United States Treasury Department;

“Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which are available publicly on the IFC website at http://www.ifc.org/ifcext/enviro.nsf/Content/EnvSocStandards;

“Person” means any individual, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

“Pro-Rata Share” means, with respect to any Shareholder, the total number of issued and outstanding shares of the Company and Share Equivalents held by the relevant holder of such shares of the

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Company and Share Equivalents, expressed as a percentage of the total number of shares of the Company and Share Equivalents then issued and outstanding, calculated on an Fully-Diluted Basis;

“Registrable Securities” means, at any time, (i) any of the common shares of the Company purchased by the IFC Parties pursuant to the Investment Agreement, and (ii) any common shares or other securities or interests in the Company issued or distributed by the Company in respect of any common shares by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise, and (iii) any common shares or other securities issued or distributed by the Company upon the conversion, exercise or exchange, as applicable, of any securities of and/or interests in the Company described in clause (ii); provided, however, that, as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (x) the date on which such securities are disposed of pursuant to an effective registration statement under the Securities Act; (y) the date on which such securities are disposed of pursuant to Rule 144 (or any successor provision) promulgated under the Securities Act; and (z) with respect to the Registrable Securities held by any IFC Party, any time that such IFC Party is permitted to sell all of its Registrable Securities under Rule 144(b)(1); provided that for the avoidance of doubt and solely for purposes of this definition of “Registrable Securities,” no IFC Party shall be deemed to be permitted to sell all of its Registrable Securities under Rule 144(b)(1) at any time that any of the IFC Parties, individually or collectively, have the right under this Agreement to appoint one or more members to the Board;

“Registration” means the registration of any of the shares of the Company in accordance with applicable laws of the United States of America so as to permit the public trading and disposition of such registered shares of the Company in the United States of America;

“Registration Expenses” means all expenses (other than broker’s fees) arising from or incident to the registration of Registrable Securities in compliance with this Agreement, including, without limitation, (i) SEC, stock exchange and other registration and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including, without limitation, fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any special audits or “comfort” letters required in connection with or incident to any registration), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities on the NYSE, (vi) reasonable fees, charges and disbursements of counsel to the IFC Parties, including, for the avoidance of doubt, any expenses of counsel to the IFC Parties in connection with the filing or amendment of any Registration Statement or Prospectus hereunder; provided that Registration Expenses shall only include the fees and expenses of one counsel to the IFC Parties (and one local counsel per jurisdiction) with respect to any offering;

“Registration Statement” means any registration statement of the Company filed or to be filed with the SEC which covers any of the Registrable Securities, including all amendments (including post-effective amendments) and supplements thereto, all exhibits thereto and all material incorporated therein by reference;

“Related Party” means (i) a related person as such term is defined under Article 100 of Law 18,045 on Securities Market, including (a) the entities of the entrepreneurial group to which the Company belongs; (b) the corporate entities that have, regarding the Company, the nature of parent company, Affiliated company, and subsidiary or related company (coligada), pursuant to the definitions contained in Law Nº18,046 on Corporations; (c) directors, managers, administrators, senior staff or liquidators of the Company, and their spouses or their relatives to the second degree of consanguinity, as well as any Controlled entity, directly or indirectly through third persons, or through any of them,

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and (d) any Person who, alone or with others with whom he/she maintains a joint action agreement, may appoint at least one member of the management of the Company or Controls ten percent (10%) or more of the voting capital of the Company or (ii) any Person: (a) that holds a material interest in the Company or any Subsidiary; (b) in which the Company or any Subsidiary holds a material interest; (c) that is otherwise an Affiliate of the Company; (d) who serves (or has within the past twelve (12) months served) as a director, officer or employee of the Company; or (e) who is a member of the family of any individual included in any of the foregoing. For the purpose of this definition, “material interest” shall mean a direct or indirect ownership of shares representing at least five percent (5%) of the outstanding voting power or equity of the Company or any Subsidiary;

“Relevant Parties” means the Company and the Sponsors;

“S&E Management System” means the Company’s social and environmental management system, as implemented or in effect from time to time, enabling it to identify, assess and manage the social and environmental risks in respect of the Company Operations on an ongoing basis in accordance with the S&E Requirements;

“S&E Officer” means a senior officer of the Company to be responsible for administration and oversight of the S&E Management System, initially appointed in accordance with Section 4.01(e)(ii) of the Investment Agreement;

“S&E Performance Report” means the S&E Performance Report, in the form set forth in Schedule 3 hereto, evaluating the social and environmental performance of the Clients of the Company during the previous Financial Year, describing in reasonable detail: (a) implementation and operation of the S&E Management System; and (b) the environmental and social performance of the Clients;

“S&E Requirements” means the social and environmental obligations to be undertaken by the Clients to ensure compliance with: (a) the Exclusion List; (b) Applicable S&E Laws; (c) the Performance Standards; (d) the JBIC Performance Standards; and (e) any other requirements established by the S&E Management System;

“Saieh Parties” means Alvaro Saieh Bendeck, Ana Guzmán Ahnfelt, Jorge Andrés Guzmán, María Soledad Saieh Guzmán, María Francisca Saieh Guzmán and Mariá Catalina Saieh Guzmán;

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex A (Anti-Corruption Guidelines for IFC Transactions);

“Sanctions Target” has the meaning set forth in Section 3.03(a)(iv) (IFC Policy Covenants);

“SBIF” means the Chilean Bank and Finance Superintendency (Superintendencia de Bancos e Instituciones Financieras);

“SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act or the Exchange Act;

“Securities Act” means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute as at the time in effect, and any reference to a particular section of such act shall include a reference to the comparable section, if any, of such successor federal statute;

“Selling Holder Information” has the meaning set forth in Section 4.07(a) (Shelf Registration Statement);

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“SEMS Plan” means the plan or plans developed by the Company, a copy of which is attached as Schedule 2 (SEMS Plan), setting out the specific measures, modifications and enhancements to be undertaken by the Company in respect of the S&E Management System prior to or following the consummation of the IFC Subscription, as the case may be;

“Share Equivalents” means preferred shares, bonds, loans, warrants, options or other similar instruments or securities which are convertible into or exercisable or exchangeable for, or which carry a right to subscribe for or purchase, common shares of the Company or any instrument or certificate representing a beneficial ownership interest in the common shares of the Company, including global depositary receipts or American depositary receipts;

“Share Subscription Agreement” means the Contrato de Suscripción de Acciones between the Company and each IFC Party;

“Shareholders” means collectively, the IFC Parties and the Sponsors;

“Shareholders Agreement” means the Shareholders Agreement, dated on or about the date hereof, among the Sponsors, the IFC Parties and the Saieh Parties;

“Shelf Registration Statement” has the meaning set forth in Section 4.07(a) (Shelf Registration Statement);

“Shelf Takedown” has the meaning set forth in Section 4.07(c) (Requests for Shelf Takedowns);

“Shell Bank” means a bank incorporated in a jurisdiction in which it has no physical presence and which is not an Affiliate of a regulated bank or a regulated financial group;

“SME” means small and medium enterprises as defined in the SBIF;

“Sponsor” has the meaning set forth in the introductory section of this Agreement;

“Subscription Notice” has the meaning set forth in Section 4.02(b) (Preemptive Right);

“Subsidiary” means with respect to the Company, an Affiliate where the Company (i) directly or indirectly through one or more Persons controls more than 50% of such Affiliate’s equity or voting capital or (ii) may choose or designate, or have chosen or designated, the majority of such Affiliate’s board members and administrators;

“Suspension Period” has the meaning set forth in Section 4.07(d) (Restrictions on Use of Registration Statement);

“Transaction Documents” means:

(a)      this Agreement;

(b)      the Investment Agreement;

(c)      each Share Subscription Agreement;

(d)      the Preemptive Subscription Right Assignment Agreement; and

(e)      the Shareholders Agreement;

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“Transfer” means to transfer, sell, convey, assign, pledge, hypothecate, create a security interest in or Lien on, place in trust (voting or otherwise), transfer by operation of law, merger or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, and “Transferring” and “Transferred” have corresponding meanings;

“Unpurchased Securities” has the meaning set forth in Section 4.02(c) (Preemptive Right);

“Well Known Seasoned Issuer” means a “well known seasoned issuer” under Rule 405 promulgated under the Securities Act;

“World Bank” the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries; and

“World Bank Listing of Ineligible Firms” means the list, as updated from time to time, of persons or entities ineligible to be awarded a World Bank Group-financed contract or otherwise sanctioned by the World Bank Group sanctions board for the periods indicated on the list because they were found to have violated the fraud and corruption provisions of the World Bank Group anticorruption guidelines and policies. The list may be found at http://www.worldbank.org/debarr or any successor website or location.

Section 1.02    Interpretation. In this Agreement, unless the context otherwise requires:

(a)      the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)      headings are for convenience only and do not affect the interpretation of this Agreement;

(c)      words importing the singular include the plural and vice versa;

(d)      a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

(e)      a reference to a document in the “agreed form” is a reference to a document approved and for the purposes of identification initialed by or on behalf of the parties thereto;

(f)      a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement;

(g)      general words in this Agreement shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words;

(h)      a reference to a party to any document includes that party’s successors and permitted assigns; and

(i)       unless stated otherwise herein, a reference to “shares of the Company” means shares of the Company of any class.

Section 1.03    Third Party Rights.  A Person who is not a party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement.

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ARTICLE II

Corporate Governance

Section 2.01    Sponsors’ Actions.   Each Sponsor shall vote its shares in the Company and/or execute written consents, as the case may be, and take, or cause to be taken, all other actions necessary (i) to effectuate the provisions of this Article II and (ii) to ensure that the Charter of the Company does not at any time conflict with any provision of this Agreement.

Section 2.02    Board Composition and Compensation.

(a)      The number of Directors comprising the Board shall be nine (9) Directors of which at least one (1) shall be an Independent Director.

(b)      At any time that the IFC Parties hold, in the aggregate, a number of shares in the Company that constitutes a percentage of ownership in the Company equal to at least fifty per cent (50%) of the percentage ownership in the Company held by the IFC Parties, in the aggregate, upon the termination of the Preemptive Right Period (as defined in the Investment Agreement) the IFC Parties shall have the right to nominate one (1) Director (the “IFC Nominee Director”). The IFC Parties shall identify the IFC Nominee by written notice to the Sponsors no less than eleven (11) days prior to the shareholders meeting at which the IFC Nominee shall be presented for election and the Sponsors shall be obligated to vote, in accordance with the instructions of the IFC Parties, the portion of the Sponsors’ shares that, when added to the shares owned by the IFC Parties, will allow the IFC Nominee to be elected as a Director. In the event that the IFC Nominee is an Independent Director, the election to the Board of the IFC Nominee will not satisfy the obligation set forth in Section 2.02(a) and the Board shall include an additional Independent Director.

(c)      The Board shall at all times maintain the following committees, whose members shall all be Directors: (i) the directors committee (which shall be responsible for audit and compensation functions in addition to other functions, as applicable) and (ii) the corporate governance committee, and each such committee shall contain a majority of the Independent Directors. Any financial audit of the Company must be in compliance with the Accounting Standards and approved by the Board. The Board shall identify and recommend suitable new candidates for nomination to the Board when there are vacancies at the Board. The Board’s directors committee shall at all times include the IFC Nominee Director.

(d)      The IFC Parties may require the removal of the IFC Nominee Director at any time and shall be entitled to nominate another Person as the IFC Nominee Director in place of any IFC Nominee Director so removed. In the event of the resignation or retirement from office of the IFC Nominee Director, the IFC Parties shall be entitled, subject to Section 2.02 (Board Composition and Compensation) and upon no less than eleven (11) days’ prior written notice, to nominate another Person as the IFC Nominee Director in place of such IFC Nominee Director and the Sponsors shall be obligated to vote, in accordance with the instructions of the IFC Parties, the portion of the Sponsors’ shares that, when added to the shares owned by the IFC Parties, will allow the IFC Nominee to be elected as Director. In addition, the Sponsors shall cause the members of the Board of Directors designated by them to appoint as a Director in their stead, until the following regular shareholders’ meeting of the Company, an IFC Nominee Director.

(e)      The Company shall indemnify each of the Directors to the maximum extent permitted under Applicable Law for any costs, expenses or liabilities incurred by each such Director in the course of, or in any way related to, his or her activities or his or her position as a Director, except in relation to matters as to which such Director shall be found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise

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terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.

(f)       The Company shall, at all times, maintain a directors and officers liability insurance policy, providing adequate and customary coverage with a financially sound and reputable insurer or insurers.

(g)      The reasonable costs incurred by each Director in attending a meeting of the Board or a committee or a shareholders meeting (including the reasonable costs of travel and attendance of an IFC Nominee Director) shall be reimbursed by the Company if the Director is not paid compensation by the Company for his/her services on the Board. Each Director shall be paid compensation by the Company for his/her services on the Board consistent with past practice and in the reasonable determination of the Board for his/her services on the directors committee.

Section 2.03    Notice and Agenda for Board and Board Committee Meetings.

(a)      The Board shall meet at least monthly subject to an annual schedule and confirmation of the date of the next Board meeting at the previous Board meeting.

(b)      Written notice of each meeting of the Board shall be given to all the Directors and their alternates, if any. Written notice of each meeting of a committee of the Board shall be given to all Directors on that committee and their alternates, if any. Such written notice shall be sent to the address notified from time to time by the Directors and their alternates, if any, at least five (5) days in advance of such meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, such notice requirements may be waived with the unanimous approval of all Directors or, in the case of a meeting of a committee of the Board, all Directors on that committee.

(c)      An agenda setting out in detail the items of business proposed to be transacted at a meeting of the Board together with necessary information and supporting documents shall be circulated to each of the Directors and their alternates, if any. An agenda setting out in detail the items of business proposed to be transacted at a meeting of a committee of the Board together with necessary information and supporting documents shall be circulated to each of the Directors on that committee and their alternates, if any. The agenda, information and documents shall be circulated at least five (5) days prior to the date of the relevant meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, such requirement to circulate agenda information and documents may be waived with the unanimous approval of all Directors or, in the case of a meeting of a committee of the Board, all Directors on that committee.

Section 2.04    Quorum at Board Meetings; Resolutions.

(a)      The quorum for a meeting of the Board, duly convened and held, shall be a majority of the Directors then in office. The quorum for a meeting of a committee of the Board, duly convened and held, shall be a majority of the Directors on that committee including at least one Independent Director.

(b)      In the absence of a valid quorum at a meeting of the Board or a committee of the Board, duly convened, the meeting shall be adjourned to the same time and place not earlier than ten (10) days but no later than twenty-one (21) days thereafter as the Chairman (or, if applicable, the chairman of the committee) may determine. The quorum requirements as set out in Section 2.04(a) shall also be applicable at such adjourned meeting.

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(c)      Any Director shall be entitled to participate in a meeting of the Board or a committee of the Board of which he or she is a member, at which he or she is not physically present, as long as they are communicated in real time and permanently through technological means authorized by the Chilean Securities and Insurance Commission. In this case, their attendance and participation in the meeting shall be certified under the responsibility of the chairman or whoever chairs the meeting, and the secretary of the Board, duly recording this event in the meeting’s minutes.

(d)      The minutes of a meeting of the Board, or a meeting of a committee of the Board, shall be deemed approved at the time they are signed and as of such date the agreements contained therein shall enter into force. Notwithstanding the foregoing, the unanimity of the concurrent Directors of a meeting may establish that the agreements therein adopted shall be materialized without necessarily awaiting for the approval of the minutes, in which case the attendees shall sign a document containing written proof of such decision.

(e)      Prior to execution by the Directors, the resolutions contained in the minutes of a meeting of the Board, or a meeting of a committee of the Board, shall be circulated in draft form, together with the information required to make a fully-informed, good faith decision with respect to such resolution and appropriate documents required to evidence passage of such resolution, if any, to all Directors or to all Directors on the relevant committee at their usual address.

Section 2.05    Shareholder Meetings.

(a)      An agenda and accompanying materials setting out the business proposed to be transacted at a Shareholders Meeting shall be made available to the Shareholders at least fifteen (15) days prior to each Shareholders Meeting. No business shall be transacted at any Shareholders Meeting duly convened and held other than that specified in the notice without the prior consent of all Shareholders.

(b)      The Company’s Charter shall not be amended in any manner that would otherwise change how the notice requirements for Shareholders Meetings or change the manner in which Shareholders Meetings are convened or quorums achieved.

Section 2.06    IFC Parties’ Consent Rights.  The Sponsors shall ensure that the Company shall not take the following decisions or actions without the prior written consent of the IFC Parties (which, in the case of Section 2.06(a), shall not be unreasonably withheld, conditioned or delayed):

(a)      amend or repeal the Company’s Charter: (i) in any way which may adversely alter or change the rights, designations, powers, privileges or preferences, or the qualifications of the IFC Shares; or (ii) in contravention of the terms of this Agreement;

(b)      authorize or undertake (i) any delisting of the shares of the Company from the Santiago Stock Exchange (Bolsa de Comercio de Santiago) or any delisting from the New York Stock Exchange of American depository receipts representing a beneficial ownership interest in the common shares of the Company or (ii) any other decision or action that would place any restrictions on the trade or transfer of the IFC Shares.

ARTICLE III

Covenants

Section 3.01    General Reporting Covenants.   

(a)       The Company shall make generally available to the market (for example, through the filing of an hecho esencial in Chile and/or the

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relevant SEC form in the United States, or otherwise, as applicable) and simultaneously deliver to the IFC Parties (or deliver written notice to the IFC Parties that such information has been posted on the Company’s webpage as información de interés) the following information:

(i) within the earlier of (A) the term indicated by the Chilean Securities and Insurance Commission and (B) ninety (90) days after the end of each Financial Year, annual financial statements (a balance sheet as of the end of such Financial Year and the related statements of income, shareholders’ equity and cash flows for the Financial Year then ended) for the Company on a consolidated and an unconsolidated basis and for each of its Key Subsidiaries, audited in accordance with the Accounting Standards and certified by the Auditors, along with a consolidating statement prepared by the Auditors, and a copy of all management letters delivered by the Auditors; and

(ii) within the earlier of (A) the term indicated by the SBIF (or, in the case of any Key Subsidiary, the Chilean Securities and Insurance Commission) and (B) sixty (60) days after the end of each quarter of each Financial Year, quarterly financial statements (a balance sheet as of the end of such quarter and the related statements of income, shareholders’ equity and cash flows for the quarter then ended) for the Company on a consolidated and an unconsolidated basis and for each of its Key Subsidiaries, prepared in accordance with the Accounting Standards.

(b)       The IFC Parties may, by notice to the Company, elect not to receive any of the information described in this Section 3.01. In this case, the Company shall provide the IFC Parties with copies of all information publicly disclosed and/or filed, in compliance with the rules and regulations of any securities exchange or automated quotation system on which any of its securities are listed and any Applicable Law.

Section 3.02    IFC Policy Reporting Covenants.

(a)       The Company shall, and shall ensure that each of its Key Subsidiaries shall, deliver to the IFC Parties:

(i) a notification promptly upon the filing of an hecho esencial in Chile and/or an SEC form in the United States or otherwise having made any public announcement, internet posting or other publicly available written response in respect of any: (A) material litigation or investigations or proceedings which have or may reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (B) any criminal investigations or proceedings against the Company or any Related Party, and any such disclosure shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same;

(ii) within ninety (90) days after the end of each Financial Year, the corresponding S&E Performance Report in the form attached as Schedule 3 (S&E Performance Report) hereto confirming compliance with the SEMS Plan, the social and environmental covenants set forth in this Agreement and Applicable S&E Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it, and including such information as the IFC Parties shall reasonably require in order to measure the ongoing development results of the IFC Parties’ investment in the IFC Shares (which information the IFC Parties may hold and use in accordance with IFC’s Access to Information Policy, dated January 1, 2012, which is

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available at http://ifcnet.ifc.org/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicyDisclosure

Information_Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf);

(iii) a notification promptly upon the filing of an hecho esencial in Chile and/or an SEC form in the United States or otherwise having made any public announcement, internet posting or other publicly available written response in respect of any social, labor, health and safety, security or environmental incident, accident or circumstance with respect to any Client or in relation to any Client Operations having, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse impact on the implementation or operation of the Client Operations in compliance with the S&E Requirements, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures the Company and/or the Client is taking or plans to take to address them and to prevent any future similar event; and keep the IFC Parties informed of the on-going implementation of those measures;

(iv) within ninety (90) days after the end of each Financial Year, a notification promptly upon the publication to the Company’s webpage as información de interes, of a report by the AML/CFT Officer on the implementation of, and compliance with, the Company’s AML/CFT policies, procedures and controls;

(v) within ninety (90) days after the expiry of any insurance policy set forth in Annex C, a notification promptly upon the publication to the Company’s webpage as información de interés, of a certificate confirming that such insurance has been maintained or providing an explanation of any material changes to any such insurance policy;

(vi) a notification promptly upon the publication by the SBIF on its website at http://www.sbif.cl, of a report regarding the Company’s (i) SME portfolio, including a report on the number and health of the loans provided to such SME businesses and (ii) mortgage portfolio, including a report on the number and health of the loans provided to individuals for home ownership.

(b)      The IFC Parties may, by notice to the Company, elect not to receive any of the information described in Section 3.02(a). In this case, the Company shall provide the IFC Parties with copies of all information publicly disclosed and/or filed, in compliance with the rules and regulations of any securities exchange or automated quotation system on which any of the Company’s securities are listed and any Applicable Law.

(c)       Upon the CAO’s request, and with reasonable prior notice to the Company, the Company shall permit representatives of the CAO, during normal office hours, to: (i) visit any of the sites and premises where the business of the Company or its Subsidiaries is conducted; (ii) inspect any of the offices, branches and other facilities of the Company or its Subsidiaries; (iii) have access to the books of account and all records of the Company and its Subsidiaries; and (iv) have access to those employees and agents of the Company and its Subsidiaries who have or may have knowledge of matters with respect to which the CAO seeks information; provided that: (A) no such reasonable prior notice shall be necessary if special circumstances so require; and (B) such access shall be for the purpose of carrying out the CAO’s Role.

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(d)       Given the IFC Parties’ activities and undertakings with the Company in the areas of social and environmental matters and corporate governance, upon the IFC Parties’ reasonable request, and with reasonable prior notice to the Company, the Company shall, to the extent permissible under applicable law and regulations, use its commercially reasonable efforts to provide the necessary information sought by the IFC Parties. In the event of any restrictions under applicable law or regulations that would prevent the Company from complying with the foregoing, the Company will use its commercially reasonable efforts to otherwise provide the IFC Parties with any reasonably requested information, including the public disclosure of such information, it being understood that the Company shall not be obligated to publicly disclose any such information that, if made publicly available, would be detrimental to the business of the Company or any of its Subsidiaries.

Section 3.03    IFC Policy Covenants.

(a)       Sanctionable Practices.

(i) Each of the Relevant Parties hereby agrees that it shall not engage in (or authorize or permit any Affiliate of the Company or any of its Key Subsidiaries or any other Person acting on its behalf to engage in) any Sanctionable Practice with respect to the Company or any of its Key Subsidiaries;

(ii) Each of the Relevant Parties further covenants that should it become aware of any violation of Section 3.03(a)(i), it shall promptly notify the IFC Parties;

(iii) If the IFC Parties notify the Company and/or any Sponsor of their concern that there has been a violation of Section 3.03(a)(i), the Company and any other such Relevant Party shall cooperate in good faith with the IFC Parties and their representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from the IFC Parties, and shall furnish documentary support for such response upon the IFC Parties’ reasonable request;

(iv) The Company hereby agrees that it shall not, and shall ensure that any Shareholder that Controls the Company and/or any substantial counterparty of the Company shall not (A) enter into a business relationship with any Person which is the target of any economic sanctions administered by OFAC (a “Sanctions Target”) or (B) provide any financing or services to or in connection with any activity in any sector under embargo by the United Nations; and

(v) The Company shall not, directly or indirectly invest, lend, contribute or otherwise make available any portion of the proceeds of the IFC Subscription to any Person if (A) such Person is a Sanctions Target or (B) to the knowledge of the Company after reasonable inquiry, the purpose or effect of the investment, loan, contribution or availability of such proceeds is (1) to finance or support the activities or business of any other Person who is a Sanctions Target or (2) to benefit any country or government that is a Sanctions Target.

(b)       Affirmative Environmental Covenants.  The Company shall and shall ensure that each of its Key Subsidiaries shall:

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(i) use all reasonable efforts to ensure the continuing operation of the S&E Management System to identify, assess and manage the social and environmental performance of the Company Operations in compliance with the S&E Requirements;

(ii) in the event any successor or replacement S&E Officer is appointed, ensure that such S&E Officer shall be reasonably acceptable to the IFC Parties;

(iii) if the Company intends to provide funding to a proposed Client that conducts or intends to conduct Client Operations classified as a Category A Activity by the Company or, to the Company’s knowledge, by the IFC Parties: (A) promptly notify the IFC Parties in writing, upon becoming aware of such activity or intent; and (B) provide the IFC Parties with information concerning such matter as the IFC Parties may reasonably request;

(iv) without limiting any other right, remedy or claim of the IFC Parties hereunder, if the Company becomes aware of any change in the scope of the Company Operations, advise and consult with the IFC Parties regarding any material social or environmental risk posed by such development and, if requested by the IFC Parties, amend the S&E Management System to identify, assess and manage such risks;

(v) if the Company becomes aware that any Client has undertaken Client Operations in a manner that is not in accordance with the S&E Requirements, promptly: (A) require the relevant Client to undertake, as appropriate or necessary in the Company’s reasonable judgment, corrective measures to remedy such inconsistency or breach; and (B) if the relevant Client does not implement corrective measures as provided under clause (A), use reasonable efforts to dispose of the Company’s investment in such Client on commercially reasonable terms, taking into account liquidity, market constraints and fiduciary responsibilities;

(vi) undertake and implement the SEMS Plan in accordance with the requirements and schedule specified therein; and

(vii) obtain, review and investigate information available in the public domain regarding any incidents, adverse impact on local communities or the environment or adverse environmental or social performance associated with any proposed Client Operations and shall only provide funding to or otherwise invest in proposed Client Operations if: (A) any such incident, adverse impact or adverse performance has been resolved in accordance with the S&E Requirements; or (B) if the relevant Client has a mitigation, remediation or corrective action plan including, as necessary, an implementation schedule and budget, which has been agreed to with the Company and which, upon implementation, will enable the relevant Client to carry out the proposed Client Operations in accordance with the S&E Requirements.

(c)       Negative Environmental Covenants. The Company shall not and shall ensure that each of its Key Subsidiaries shall not:

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(i) amend, waive the application of, or otherwise materially restrict the scope or effect of, the S&E Management System (including the SEMS Plan and the S&E Requirements); or

(ii) provide loans, funding, investments or other support to Clients engaged in any of the activities on the Exclusion List.

(d)       UN Security Council Resolutions. The Company shall and shall ensure that each of its Key Subsidiaries shall institute, maintain and comply with internal policies, procedures and controls consistent with its business and customer profile, for the purpose of ensuring that it will not enter into any transaction: (i) with, or for the benefit of, any of the individuals or entities named on lists promulgated by; or (ii) related to any activity prohibited by, the United Nations Security Council or its committees pursuant to any resolution under Chapter VII of the United Nations Charter.

(e)       Shell Banks. The Company shall and shall ensure that each of its Key Subsidiaries shall institute, maintain and comply with appropriate internal procedures and controls to ensure that:

(i) any financial institution with which the Company or its Key Subsidiaries conducts business or enters into any transaction, or through which the Company or its Key Subsidiaries transmits any funds, does not have correspondent banking relationships with any Shell Bank; and

(ii) the Company shall not and shall ensure that each of its Key Subsidiaries shall not conduct business or enter into any transaction with, or transmit any funds through a Shell Bank.

(f)       AML/CFT.  The Company shall and shall ensure that each of its Key Subsidiaries shall institute, maintain and comply with internal policies, procedures and controls for AML/CFT consistent with its business and customer profile, in compliance with national laws and regulations, and in furtherance of applicable international AML/CFT best practices.

(g)       Insurance. The Company and its Key Subsidiaries shall, at all times, insure and keep insured, at a minimum level equivalent to the requirements set forth in Annex C, with a financially sound and reputable insurer or insurers, all of its assets and business which can be insured, against insurable losses, and maintain any other insurance required by Applicable Law.

Section 3.04    Use of Proceeds; Other Affirmative Covenants

(a)       The Company shall use the proceeds of the IFC Subscription to support the Company’s growth and expansion plan in Latin America.

(b)       The Company shall undertake its business, activities and investments, and cause each of its Subsidiaries to undertake their business, activities and investments, in compliance with Applicable Law.

ARTICLE IV

Transfer of Shares and Pre-Emptive Rights

Section 4.01    Restricted Transfers. As long as any of the IFC Parties is a shareholder in the Company or holds Share Equivalents, the Company shall maintain procedures pursuant to which the Company shall periodically review (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (b) the

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World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr) and promptly notify the IFC Parties upon becoming aware of any Transfer of any shares in the Company or Share Equivalents to any of the individuals or entities named on such lists.

Section 4.02    Preemptive Rights.

(a)      The Parties acknowledge that all shareholders of publicly listed Chilean companies, such as the Company, have preemptive rights in accordance with Chilean law. In the event of any change in Chilean law that would adversely affect the preemptive rights of any of the IFC Parties, the Sponsors shall cause the Company to, and the Company shall, ensure that the IFC Parties shall have the right to purchase its Pro-Rata Share of New Securities (as defined below) in the manner set out below, to the extent not in violation of any Applicable Law.

(b)      If the Company proposes to issue New Securities, it shall give all shareholders of the Company, including without limitation the IFC Parties, written notice of its intention, describing the New Securities, their price, and their general terms of issuance, and specifying the Pro-Rata Share of each such holder of such issuance (the “Issue Notice”). Each shareholder of the Company, including without limitation the IFC Parties, shall have thirty (30) days (or such longer period as provided by Applicable Law) after any such notice is delivered (the “Notification Date”) to give the Company written notice that it agrees to purchase part or all of any such shareholder’s Pro-Rata share of the New Securities for the price and on the terms specified in the Issue Notice (the “Subscription Notice”). Each shareholder of the Company may also notify the Company in the Subscription Notice that it is willing to buy a specified number of the New Securities in excess of its Pro-Rata Share of such issuance (“Additional Securities”) for the price and on the terms specified in the Issue Notice. For the avoidance of doubt, the Company shall not issue any New Securities until after the Notification Date.

(c)      If any shareholder of the Company has indicated that it is willing to buy Additional Securities, the Company shall give such shareholder written notice of the total number of New Securities not taken up by other shareholders of the Company (“Unpurchased Securities”) within five (5) days (or such longer period as provided by Applicable Law) of the expiry of the thirty (30) day period referred to in Section 4.02(b). Such notice shall specify the particulars of the payment process for the New Securities to be purchased by the IFC Parties pursuant to the Subscription Notice.

(d)      On the tenth (10^th) Business Day after expiry of the thirty (30) day period referred to in Section 4.02(b): (i) the IFC Parties shall subscribe for the number of their Pro-Rata Shares specified in the Subscription Notice; (ii) if the IFC Parties have indicated that they are willing to buy Additional Securities, the IFC Parties shall also subscribe for the lower of the number of Additional Securities and the number of Unpurchased Securities; (iii) the IFC Parties shall pay the relevant consideration to the Company or relevant registrar; (iv) the Company shall register in its share registry and in the name of the IFC Parties the number of New Securities for which the IFC Parties have subscribed; and (v) the Company shall issue new certificates to the IFC Parties representing the number of New Securities for which the IFC Parties have subscribed.

(e)      “New Securities” shall mean any shares of the Company or any Share Equivalents; provided, that the term “New Securities” does not include: (i) common shares (or options to purchase common shares) issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to an employee stock plan that has been approved by the Board of Directors; (ii) common shares issuable upon the exercise or conversion of Share Equivalents in existence as of the date of this Agreement; and (iii) common shares issued or issuable in connection with any stock split or stock dividend of the Company.

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Section 4.03    Free Transferability of IFC Shares. The IFC Shares shall be listed on the Santiago Stock Exchange, freely transferable and tradable and not be subject to any transfer restrictions.

Section 4.04    Deposit of Common Shares in ADR Program.

(a)      The Company shall, and the Sponsors shall cause the Company to, at all times maintain in full force and effect the Deposit Agreement and shall not amend or waive any provision thereof in any manner that would adversely affect the rights of the IFC Parties contained in this Agreement.

(b)      At any time, any of the IFC Parties may request that all or any portion of the IFC Shares be deposited with the Custodian (as defined in the Deposit Agreement) and that the Custodian issue to the IFC Parties ADRs representing such deposited IFC Shares in accordance with the terms of the Deposit Agreement. The Company shall, and the Sponsors shall cause the Company to, promptly undertake all actions necessary to provide such ADRs to the relevant IFC Parties within ten (10) days following the request of the relevant IFC Party.

Section 4.05    Legends.  At the request of an IFC Party and to the extent the Registrable Securities are subject to a restrictive legend, whether such securities are certificated or held in book-entry form, the Company shall remove from each certificate evidencing Registrable Securities, any legend if the Company is reasonably satisfied (based upon an opinion of counsel or, in the case of an IFC Party that is not an Affiliate of the Company proposing to transfer such securities pursuant to Rule 144(b)(1) of the Securities Act, other evidence) that the securities evidenced thereby may be publicly sold without registration under the Securities Act.

Section 4.06    Rule 144; Other Exemptions.  With a view to making available to the IFC Parties the benefits of Rule 144 promulgated under the Securities Act and other rules and regulations of the Commission that may at any time permit an IFC Party to sell Registrable Securities to the public without registration, the Company covenants that it will (i) use its commercially reasonable efforts to file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder, and (ii) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable the IFC Parties to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rule may be amended from time to time, or (y) any other rules or regulations now existing or hereafter adopted by the SEC.

Section 4.07    Shelf Registration.

(a)      Shelf Registration Statement.  The Company shall file on or before April 30, 2013 a shelf registration statement on Form F-3 (a “Shelf Registration Statement”) (which, if the Company is a Well Known Seasoned Issuer eligible to file an Automatic Shelf Registration Statement on such date, will be an Automatic Shelf Registration Statement), registering the resale by the holders of Registrable Securities (the “Securityholders”), including without limitation the IFC Parties, of all issued and outstanding Registrable Securities, including in the form of ADRs, with the SEC, in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect). The Company acknowledges that on or prior to the date of this Agreement, each Securityholder has furnished to the Company in writing such information as has been reasonably requested by the Company for the purpose of including such Securityholder’s Registrable Securities in the Prospectus that forms part of the Shelf Registration Statement (the “Selling Holder

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Information”). The Company shall include in the Prospectus that forms part of the Shelf Registration Statement the Selling Holder Information received, to the extent necessary and in a manner so that, upon filing of a Prospectus Supplement as provided below, or promptly thereafter, each such Securityholder shall be named, to the extent required by the rules promulgated under the Securities Act by the SEC, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of a Shelf Registration Statement (the “Initial Shelf Effective Date”), the Company shall file prior to the expiration of such three year period a new Shelf Registration Statement covering all Registrable Securities that remain issued and outstanding, including in the form of ADRs, and, unless such new Shelf Registration Statement is an Automatic Shelf Registration Statement, shall thereafter use its commercially reasonable efforts to cause to be declared effective as promptly as practicable such new Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause each Shelf Registration Statement to remain effective until the earlier of (i) the date that a subsequent Shelf Registration Statement becomes effective, and (ii) the date that no Registrable Securities are issued and outstanding.

(b)      Automatic Shelf Registration Statement.    If, on any date after the filing of an Automatic Shelf Registration Statement by the Company, the Automatic Shelf Registration Statement becomes unusable by the Securityholders to sell their Registrable Securities because the Company is no longer a Well Known Seasoned Issuer (a “Determination Date”), the Company shall, within 10 Business Days after such Determination Date, (i) give written notice thereof to each of the Securityholders, (ii) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Automatic Shelf Registration Statement to a Registration Statement on an appropriate form) registering the resale of all of the Registrable Securities then issued and outstanding, including in the form of ADRs (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement), (iii) use its commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Securityholders to sell their Registrable Securities, and (iv) give written notice to the Securityholders of the effectiveness of such Registration Statement as promptly as practicable following the declaration by the SEC that such Registration Statement is effective. If, following a Determination Date, the Company has been required hereunder to file an additional Registration Statement or amendment thereto, and the Company has resumed its status as a Well Known Seasoned Issuer eligible to file an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement (which shall be deemed to be a Shelf Registration Statement for purposes of this Agreement) registering the resale of all Registrable Securities then issued and outstanding, including in the form of ADRs, in accordance with the terms of this Agreement as promptly as practicable.

(c)      Requests for Shelf Takedowns.    If one or more of the Securityholders desires to initiate an offering or sale of all or part of such IFC Parties’ Registrable Securities, including in the form of ADRs, in an offering that is not underwritten (a “Shelf Takedown”), such Securityholder or Securityholders shall so indicate in a written request delivered to the Company no later than five (5) Business Days (or in the event any amendment or supplement to the Shelf Registration Statement and/or any related Prospectus is necessary, no later than ten (10) Business Days) prior to the expected date of such Shelf Takedown, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Shelf Takedown, (ii) the expected plan of distribution of such Shelf Takedown, and (iii) the action or actions required (including the timing thereof) in connection with such Shelf Takedown (including the delivery of one or more stock certificates representing Registrable Securities, including in the form of ADRs, to be sold in such Shelf Takedown), and, to the extent necessary, the Company shall file and effect an amendment or supplement to its then-effective Shelf Registration Statement and/or any related Prospectus for such purpose as soon as practicable; provided, however, that the Company shall not be required to file an

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amendment or supplement to its then-effective Shelf Registration Statement (i) within thirty (30) days of a previous amendment or supplement with respect to a Shelf Takedown, or (ii) if the net proceeds (after deducting broker’s commissions) from the sale of Registrable Securities in the offering is not reasonably expected to exceed, in the aggregate, twenty million Dollars ($20,000,000).

(d)        Restrictions on Use of Registration Statement.  Upon written notice to each of the Securityholders, the Company shall be entitled to suspend, for a period of time (each, a “Suspension Period”), the use of any Shelf Registration Statement or Prospectus and shall not be required to amend or supplement the Shelf Registration Statement, any related Prospectus or any document incorporated therein by reference if the board of directors, chief executive officer or chief financial officer of the Company determines in its reasonable good faith judgment that the Registration Statement or any Prospectus may contain an untrue statement of a material fact or may omit any fact necessary to make the statements in the Registration Statement or Prospectus not misleading; provided, that (A) there is no more than one (1) Suspension Period in any twelve (12) month period, (B) the total duration of all Suspension Periods in any twelve (12) month period may not exceed ninety (90) days and (C) the Company shall use its good faith efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as promptly as reasonably practicable unless, the Company determines in good faith that such amendment would reasonably be expected to have a materially detrimental effect on the Company with respect to any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction or any negotiations, discussions or pending proposals with respect thereto.

(e)        Other Registration Rights.  The Company shall not grant to any Person the right (other than as set forth herein and except with respect to registrations on Form S-8 and with respect to registrations on Form F-4 (or any successor forms thereto)), to request the Company to register any securities of the Company, except such rights as do not adversely affect the rights of IFC Parties set forth herein.

(f)        Company Undertakings.  For so long as any Registrable Securities are issued and outstanding, the Company shall:

(i)      use its commercially reasonable efforts to continue to meet the Registrant Requirements set forth in General Instruction I.A. of Form F-3 (including as these requirements may be modified from time to time);

(ii)     use its commercially reasonable efforts to remain a Well Known Seasoned Issuer (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act));

(iii)    use its commercially reasonable efforts to cause its common stock (including the Registrable Securities) to continue to be listed on the Santiago Stock Exchange and its ADRs (including ADRs representing the Registrable Securities) to continue to be listed on the New York Stock Exchange;

(iv)    cause to be maintained a transfer agent and registrar for all such Registrable Securities;

(v)       (A) prepare and file with the SEC such amendments and supplements to each Shelf Registration Statement as may be necessary to comply with the provisions of the Securities Act, including post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective for the applicable time period required hereunder; and (B) cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act;

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(vi)      before filing a Shelf Registration Statement, any amendment or supplement to a Shelf Registration Statement or any related Prospectus, at the Company’s expense, furnish to counsel to the IFC Parties copies of all such documents proposed to be filed, other than documents that are incorporated by reference, and such other documents reasonably requested by the IFC Parties, and provide a reasonable opportunity for review and comment on such documents by counsel to the IFC Parties;

(vii)     upon reasonable notice and during normal business hours, make available for inspection and copying by any IFC Party and counsel to the IFC Parties all financial and other records and pertinent corporate documents of the Company that are reasonably requested, and cause the Company’s officers, directors, employees and independent accountants to supply all information and participate in any due diligence sessions reasonably requested by any such IFC Party or counsel to the IFC Parties in connection with a Shelf Registration Statement or Shelf Takedown, as applicable

(viii)    permit any IFC Party, counsel to the IFC Parties and any accountant or other agent retained by any IFC Party to reasonably consult with the Company (including, but not limited to, reviewing, commenting on and attending all meetings), at the sole expense of such IFC Party, in the preparation of any Shelf Registration Statement and any Prospectus supplements relating to a Shelf Takedown;

(ix)      promptly include in a Prospectus supplement or amendment such information as the IFC Parties may reasonably request relating to the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request;

(x)       refrain from naming any IFC Party an underwriter in a registration statement, without first obtaining such IFC Party’s written consent;

(xi)      within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby);

(xii)     pay all Registration Expenses;

(xiii)    in the case of certificated Registrable Securities, if any, reasonably cooperate with the IFC Parties to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations satisfactory to the Company from each IFC Party that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as IFC Parties may reasonably request at least five (5) Business Days prior to any sale of Registrable Securities; and use its commercially reasonable efforts to take all other actions necessary to effect the registration and sale of the Registrable Securities contemplated hereby;

(xiv)      (A) register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any IFC Party reasonably requests, (B) keep such registration or qualification in effect for so long as the applicable Registration Statement remains in effect, and (C) use its commercially reasonable efforts to do any and all other acts and things which may be reasonably necessary or advisable to enable such IFC Party to consummate the disposition in such jurisdictions of the Registrable Securities owned by such IFC Party (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction);

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(xv)       promptly notify in writing each IFC Party: (A) when a Shelf Registration Statement or related Prospectus or any Prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, and (B) of any written comments by the SEC and by the blue sky or securities commissioner or regulator of any state with respect thereto;

(xvi)      comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the IFC Parties thereof set forth in such Registration Statement and the related Prospectus;

(xvii)     furnish to each IFC Party, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as such IFC Party may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by such IFC Party, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer;

(xviii)    notify each IFC Party and counsel to the IFC Parties at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act, (A) promptly upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement or the Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus or document, and, at the request of any IFC Party and subject to Section 4.07(d) hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus, furnish a reasonable number of copies of such supplement or amendment to each IFC Party and counsel to the IFC Parties and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, (B) promptly if the Company becomes aware of any request by the SEC or any Federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus covering Registrable Securities or for additional information relating thereto, (C) promptly if the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities (and use its commercially reasonable efforts to obtain the lifting of any such stop order as soon as reasonably practicable) or (D) promptly upon the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and

(xix)    in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Shelf Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to (i) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (ii) obtain the withdrawal of any order suspending or preventing the use of any related Prospectus or suspending qualification of

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any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date.

(g)       Indemnification; Contribution.

(i)        The Company agrees to indemnify and hold harmless each Securityholder, its Affiliates, directors, officers, employees, members, managers and agents and each Person who controls any Securityholder within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by Applicable Law, from and against any and all losses, claims, damages, liabilities, expenses and actions (“Losses”) to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Shelf Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Losses or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case to the extent that any such Losses arise (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with Selling Holder Information or other written information furnished to the Company by or on behalf of any Securityholder specifically for inclusion therein, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 4.07(d) hereof. This indemnity clause will be in addition to any liability which the Company may otherwise have.

(ii)       Each IFC Party severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Shelf Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such IFC Party furnished to the Company by or on behalf of such IFC Party specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that the total amount to be indemnified by such IFC Party pursuant to this Section 4.07(g)(ii) shall be limited to the net proceeds (after deducting broker’s commissions) received by such IFC Party in the offering to which such Shelf Registration Statement, Disclosure Package, Prospectus or Free Writing Prospectus relates. This indemnity clause will be in addition to any liability which any such IFC Party may otherwise have

(iii)     Promptly after receipt by an indemnified party under this Section 4.07(g) of notice of the commencement of any action in respect of a Loss, such indemnified party will, if a claim

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in respect thereof is to be made against the indemnifying party under this Section 4.07(g), notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (A) will not relieve it from liability under subparagraph (i) or (ii) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (B) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in subparagraph (i) or (ii) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), but the indemnified party shall bear the reasonable fees, costs and expenses of such separate counsel unless (A) the use of counsel chosen by the indemnifying party to represent the indemnified party would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party; (B) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (C) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (D) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties unless the use of only one firm of attorneys would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party. An indemnifying party shall not be liable under this Section 4.07(g) to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to in writing by such indemnifying party, which consent shall not be unreasonably withheld or delayed. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise if any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement or compromise (A) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, (B) does not involve the imposition of equitable remedies or the imposition of any obligations on such indemnified party, and does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder and (C) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(iv)      In the event that the indemnity provided in Section 4.07(g)(i), Section 4.07(g)(ii) and Section 4.07(g)(iii) above is unavailable to or insufficient to hold harmless an indemnified party with respect to any Loss referred to herein, then each applicable indemnifying party agrees to contribute to the aggregate Losses (including, without limitation, legal or other expenses

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reasonably incurred in connection with investigating or defending same) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such Losses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 4.07(g)(iv) were determined by pro rata allocation (even if the IFC Parties or any agents or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4.07(g)(iv). The amount paid or payable by an indemnified party as a result of the Losses (or actions in respect thereof) referred to above in this Section 4.07(g)(iv) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.07(g)(iv), no Person guilty of fraud or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraud or fraudulent misrepresentation. For purposes of this Section 4.07(g)(iv), each Person who controls any IFC Party or agent within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any IFC Party or agent shall have the same rights to contribution as such IFC Party or agent, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 4.07(g)(iv).

(v)       The provisions of this Section 4.07(g) will remain in full force and effect, regardless of any investigation made by or on behalf of any IFC Party or the Company or any of the officers, directors or controlling Persons referred to in this Section 4.07(g), and will survive the transfer of Registrable Securities.

ARTICLE V

Term of Agreement

Section 5.01    Term of Agreement.   Except as otherwise expressly set forth herein, this Agreement shall become effective as of the date on which the IFC Parties first subscribe for the IFC Shares and shall continue in force until such time as the IFC Parties no longer hold any shares of the Company or Share Equivalents.

ARTICLE VI

Representations and Warranties

Section 6.01     Representations and Warranties.   The Company hereby represents and warrants to the IFC Parties that each of the statements contained in this Section 6.01 are true, accurate and not misleading with respect to the Company and/or each of the Key Subsidiaries, as the case may be, as of the date of this Agreement.

(a)      Organization and Authority.  Each of the Company and the Key Subsidiaries is a legal entity duly organized and validly existing under the laws of its place of incorporation and the Company

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has the requisite power and authority to enter into, deliver and perform its obligations under this Agreement;

(b)      Validity.  This Agreement has been duly authorized and executed by it and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights; and

(c)      No Conflict.  The execution, delivery and performance by the Company of any of its obligations under the Transaction Documents to which it is a party including the issuance to the IFC Parties of any of the Subscription Shares upon subscription therefor, do not (assuming all the Authorizations referred to in Section 3.01(d) (Status of Authorizations) of the Disclosure Schedule (as defined in the Investment Agreement) have been obtained): (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute (without the giving of notice or the passage of time or both) a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which they are parties or by which they are bound; (ii) violate any of the terms or provisions of its respective constitutional documents, as applicable; or (iii) violate any Authorization, judgment, decree or order or any statute, law, rule, regulation or requirement applicable to it.

(d)      Status of Authorizations.  All Authorizations required by the Company and the Key Subsidiaries to execute, deliver, perform and comply with their obligations under this Agreement and each of the other Transaction Documents to which they are parties have been obtained and are in full force and effect.

Section 6.02     IFC Parties Reliance.

(a)      The Company acknowledges that it has made the representations and warranties in Section 6.01 (Representations and Warranties) with the intention of inducing the IFC Parties to enter into this Agreement and each of the other Transaction Documents to which they are a party and to make the IFC Subscription and that the IFC Parties have entered into this Agreement and each of the other Transaction Documents to which they are a party and made the IFC Subscription on the basis of and in full reliance on such representations and warranties. The IFC Parties acknowledge that except for the representations and warranties set forth in the Transaction Documents, the Company hast not made any representation or warranty, express or implied, with respect to the Sponsors, the Company or any of its Subsidiaries or the transactions contemplated by the Transaction Documents.

(b)      Each of the representations and warranties in the Transaction Documents is to be construed independently and (except where any such Transaction Document provides otherwise) is not limited by any provision of this Agreement, the Investment Agreement, the Shareholders Agreement or another representation and/or warranty.

ARTICLE VII

Miscellaneous

Section 7.01     Notices.  (a) Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 7.05 (Applicable Law and Jurisdiction, any such communication shall be delivered by hand, airmail, established courier service or facsimile to the party to which it is required or permitted to be given or made at such party’s address specified below or at such other address as such party has from time to time designated by written notice to the other party hereto, and shall be effective upon the earlier of (a) actual receipt and (b) deemed receipt under Section 7.01(b) below.

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For the Company:
	Rosario Norte 660, 22nd floor, Las Condes, Santiago, Chile
	Facsimile:	+562 660 6109
	Attention:	Fernando Massú Tare
For the Sponsors:
	Rosario Norte 660, 22nd floor, Las Condes, Santiago, Chile
	Facsimile:	+562 660 6109
	Attention:	María Pilar Dañobeitía Estades
For IFC Parties:
	International Finance Corporation
	2121 Pennsylvania Avenue, N.W.
	Washington, D.C. 20433
	United States of America
	Facsimile:	+1 (202) 522-0426
	Attention:	Director, Global Financial Markets Department
	With a copy (in the case of communications relating to payments) sent to the attention of the Director, Department of Financial Operations at:
	Facsimile:  +1 (202) 522-7419

(b)      Unless there is reasonable evidence that it was received at a different time, notice pursuant to this Section 7.01 is deemed given if: (i) delivered by hand, when left at the address referred to in Section 7.01(a); (ii) sent by airmail or established courier services within a country, three (3) Business Days after posting it; (iii) sent by airmail or established courier service between two countries, six (6) Business Days after posting it; and (iv) sent by facsimile, when confirmation of its transmission has been recorded by the sender’s facsimile machine.

Section 7.02     Role of IFC.  Any information furnished by or on behalf of the Company or its Subsidiaries to, or otherwise obtained by, any of the IFC Parties whether pursuant to the Transaction Agreements or otherwise, may be used by any IFC Party for purposes of or in connection with the monitoring and administration of (including without limitation any IFC Party’s evaluation of any possible transfer or disposal of any portion of) the IFC Shares.

Section 7.03     Saving of Rights.  (a) The rights and remedies of the IFC Parties in relation to any misrepresentation or breach of warranty on the part of any of the Relevant Parties shall not be prejudiced by any investigation by or on behalf of the IFC Parties into the affairs of any of the Relevant Parties, by the execution or the performance of this Agreement or by any other act or thing by or on behalf of the IFC Parties which might prejudice such rights or remedies.

(b)      No course of dealing and no failure or delay by the IFC Parties in exercising any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise.

Section 7.04     English Language.  All documents to be provided or communications to be given or made under this Agreement, other than any documents or communications to be provided in

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accordance with Section 3.02 (IFC Policy Reporting Covenants) of this Agreement, shall be in English and, where the original version of any such document or communication is not in English, shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. The IFC Parties may, if they so require, obtain an English translation of any document or communication received in any other language at the cost and expense of the Company. In either case the IFC Parties may deem any such translation to be the governing version.

Section 7.05     Applicable Law and Jurisdiction.

(a)      This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction; provided that the validity of the transfers of shares, collateral over the shares, and the exercise of voting and economic rights related to such shares shall be governed by Chilean law to the extent so required.

(b)      Each of the Relevant Parties, ALAC and CapFund irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement shall be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, each of the Relevant Parties, ALAC and CapFund irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against any of the Relevant Parties, ALAC or CapFund in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

(c)      Each of the Relevant Parties hereby irrevocably designates, appoints and empowers CorpBanca New York Branch with offices currently located at 845 Third Avenue, 5^th Floor, New York, New York, 10022, USA, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the IFC Parties may bring in the State of New York in respect of this Agreement.

(d)      As long as this Agreement remains in force, each of the Relevant Parties shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the IFC Parties may bring in New York, New York, United States of America, with respect to this Agreement. Each of the Relevant Parties shall keep the IFC Parties advised of the identity and location of such agent.

(e)       Each of the Relevant Parties also irrevocably consents to the service of such papers being made by mailing copies of the papers by registered United States air mail, postage prepaid, to the Relevant Parties at their respective addresses specified pursuant to Section 7.01 (Notices). In such a case, the IFC Parties shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Relevant Parties.

(f)       Service in the manner provided in Sections 7.05(c), (d) and (e) in any action, suit or proceeding will be deemed personal service, will be accepted by the Relevant Parties as such and will be valid and binding upon the Relevant Parties for all purposes of any such action, suit or proceeding.

(g)       Each of the Relevant Parties, ALAC and CapFund irrevocably waives to the fullest extent permitted by Applicable Law:

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(i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section;

(ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; and

(iii) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by the Relevant Parties, ALAC or CapFund, as applicable.

(h)       Each of the Relevant Parties hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. Each of the Relevant Parties hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against any other party hereto in any forum in such party is not entitled to immunity from a trial by jury. For the avoidance of doubt, any Relevant Party may enforce its rights under, or seek remedies for breach by IFC, pursuant to this Agreement or any other Transaction Document in the United States in accordance with the International Finance Corporation Act, 22 U.S.C. § 282 et. seq.

(i)        To the extent that any of the Relevant Parties may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement, be entitled to the benefit of any provision of law requiring the IFC Parties in such action, suit or proceeding to post security for the costs of any of the Relevant Parties, or to post a bond or to take similar action, each of the Relevant Parties hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

Section 7.06     Immunity.  To the extent any Relevant Party, ALAC or CapFund may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, such Relevant Party, ALAC or CapFund, as applicable, irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

Section 7.07     Announcements.

(a)       None of the parties to this Agreement may represent the views of any other party on any matter, or use any other party’s name in any written material provided to third parties, without such other party’s prior written consent.

(b)       No party to this Agreement shall:

(i) disclose any information either in writing or orally to any Person which is not a party to this Agreement; or

(ii) make or issue a public announcement, communication or circular, about the IFC Subscription or the subject matter of, or the transactions referred to in, this Agreement or any other Transaction Document, including by way of

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press release, promotional and publicity materials, posting of information on websites, granting of interviews or other communications with the press, or otherwise, other than: (A) to such of its, officers, directors, shareholders, members, limited partners, employees and advisers as reasonably require such information in connection with IFC Subscription or to comply with the terms of this Agreement or any other Transaction Document; (B) to the extent required by law or regulation (including the rules of any stock exchange on which such party’s or the Company’s shares are listed); (C) to the extent required for it to enforce its rights under this Agreement; and (D) with the prior written consent of the other parties. Before any information is disclosed or any public announcement, communication or circulation made or issued pursuant to this Section 7.07(b), such party must consult with the other parties in advance about the timing, manner and content of the disclosure, announcement, communication or circulation (as the case may be).

(c)       Each party shall expressly inform any Person to whom it discloses any information under Section 7.07(b) of the restrictions set out in Section 7.07(b) with regards disclosure of such information and shall procure their compliance with the terms of this Section 7.07 as if they each were party to this Agreement and such party shall be responsible for any breach by any such Person of the provisions of this Section 7.07.

Section 7.08     Successors and Assigns.  This Agreement binds and benefits the respective successors and assignees of the parties. However, none of the Sponsors or the Company may assign, transfer or delegate any of its rights or obligations under this Agreement unless: (a) the IFC Parties gives its prior written consent; and in addition (b) in the case of an assignment by any Sponsor: (i) such Sponsor proposes to assign or delegate such rights or obligations in connection with a Transfer of its shares or Share Equivalents in accordance with the terms of this Agreement; and (ii) any such Transfer is made in full compliance with Applicable Law. For the avoidance of doubt, any Sponsor shall be deemed to be party to this Agreement until it has transferred all of its ownership in the Company (whether shares of the Company or Share Equivalents) in accordance with the terms set forth in this Agreement, and after such Transfer, it shall continue to have those rights and obligations which may have accrued prior to such Transfer.

Section 7.09     Amendments, Waivers and Consents.  Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by all of the parties hereto.

Section 7.10     Counterparts.  This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute one and the same agreement.

Section 7.11     Entire Agreement.   This Agreement, together with the other Transaction Documents, supersedes all prior discussions, memoranda of understanding, agreements and arrangements (whether written or oral, including all correspondence), if any, between the parties with respect to the subject matter of this Agreement, and this Agreement (together with any amendments or modifications and the other Transaction Documents) contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement.

Section 7.12     Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law from time to time: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

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Section 7.13     Limitation of Liability.  None of the Relevant Parties or the IFC Parties shall have any liability under any provision of this Agreement for punitive, consequential, exemplary or special damages or for lost profits. Notwithstanding the foregoing, nothing herein shall in any way limit the remedies of the Relevant Parties or the IFC Parties in respect of fraud or willful misconduct by the Relevant Parties in respect of the transactions contemplated by this Agreement.

Section 7.14     Specific Performance.  The parties to this Agreement agree that, in the event of any breach or threatened breach by any party to this Agreement or any other Transactional Document of any covenant, obligation or other provision set forth in this Agreement for the benefit of any other party to this Agreement, such other party shall be entitled (in addition to any other remedy that may be available to it) to (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (b) an injunction restraining such breach or threatened breach.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names, as of the date first written above.

CORPBANCA
By:	/s/ Fernando Massú Tare
Name:	/s/ Fernando Massú Tare
Title:	CEO
CORP GROUP BANKING S.A.

By:	/s/ María Pilar Dañobeitía Estades
Name:	María Pilar Dañobeitía Estades
Title:	CEO
COMPAÑIA INMOBILIARIA Y DE INVERSIONES SAGA LIMITADA
By:	/s/ María Pilar Dañobeitía Estades
Name:	María Pilar Dañobeitía Estades
Title:	CEO
CORPGROUP INVERSIONES BANCARIAS LIMITADA
By:	/s/ María Pilar Dañobeitía Estades
Name:	María Pilar Dañobeitía Estades
Title:	CEO

INTERNATIONAL FINANCE CORPORATION
By:	/s/ Giri Jadeja
Name:	Giri Jadeja
Title:	Senior Manager
IFC AFRICAN, LATIN AMERICAN AND CARIBBEAN FUND, LP
By:   IFC Asset Management Company, LLC, its manager
By:	/s/ Sujoy Bose
Name:	Sujoy Bose
Title:	Fund Head
IFC CAPITALIZATION (EQUITY) FUND, LP By: IFC Capitalization (Equity) Fund (GP), LLC, its general partner
By:	/s/ Marcos Brujis
Name:	Marcos Brujis
Title:	Executive Officer

-Signature Page-

IFC/CorpBanca

Policy Agreement

ANNEX A

ANTI-CORRUPTION GUIDELINES FOR

IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practice”, “Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the context of IFC operations.

1. CORRUPT PRACTICES

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

INTERPRETATION

A. Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

B. It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

C. In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates Applicable Law.

D. Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

E. The World Bank Group¹ does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

¹  The “World Bank” is the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries and the “World Bank Group” refers to the International Bank for Reconstruction and Development, the International Development Association, the International Finance Corporation, the Multilateral Investment Guarantee Agency, and the International Centre for Settlement of Investment Disputes.

2. FRAUDULENT PRACTICES

A “Fraudulent Practice” is any action or omission, including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

INTERPRETATION

A. An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.

B. Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3. COERCIVE PRACTICES

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

INTERPRETATION

A. Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

B. Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

4. COLLUSIVE PRACTICES

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

5. OBSTRUCTIVE PRACTICES

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent,

coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) an act intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

INTERPRETATION

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

ANNEX B

EXCLUSION LIST

The Company shall not provide loans, funding investments or other support to Clients engaged in any of the following activities or where such Client’s Client Operations primarily consist of any of the following:

^¡  Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCB’s, wildlife or products regulated under CITES.

^¡  Production or trade in radioactive materials. This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where IFC considers the radioactive source to be trivial and/or adequately shielded.

^¡  Production or activities involving harmful or exploitative forms of forced labor/harmful child labor.

^¡  Production or trade in unbonded asbestos fibers. This does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%.

^¡  Drift net fishing in the marine environment using nets in excess of 2.5 km. in length.

^¡  Commercial logging operations for use in primary tropical moist forest.

^¡  Production or trade in wood or other forestry products other than from sustainably managed forests.

The Company shall not provide loans, funding, investments or other support that represents, in the aggregate more than 5.0% of the total value of the Company’s loan portfolio to Clients engaged in any of the following activities and where such Client’s Client Operations primarily consist of any of the following:

^¡  Production or trade in weapons and munitions (it being understood that production of explosives for mining, construction or similar activities, and parts and pieces of equipment that have other uses are not included in this category); provided further that the Company’s aggregate financing to such Clients and Client Operations for the activities included in this category shall not exceed 0.125% of the total value of the Company’s loan portfolio.

^¡  Production or trade in alcoholic beverages (excluding beer and wine)

^¡  Production or trade in tobacco.

^¡  Gambling, casinos and equivalent enterprises.

ANNEX C

INSURANCE

The insurances required to be arranged by the Company are those customarily expected of a prudent financial institution, including but not limited to the following:

1) Fire and perils, or All Risks on assets

2) Public Liability

3) Financial Institution Bond (Bankers Blanket bond) with cover to include, without limitation, i) Fidelity Guarantee, ii) Cash and iii) Electronic Fraud

4) Directors’ and Officers’ Liability, as required by the IFC Parties

5) All insurances required by Applicable Law

SCHEDULE 1

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

[Letterhead of the Company/Sponsor²]

[Date]

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Attention: Director, Global Financial Markets Department

IFC Investment No.                 

Certificate of Incumbency and Authority

Reference is made to the Policy Agreement, dated [          ], between the IFC Parties, the Company and the Sponsors (the “Policy Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Policy Agreement.

I, the undersigned [Chairman/Director] of                                                   (the [“Company”]/[“Sponsor”]), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the individuals [each]/[any two] of whom are, and will continue to be, authorized to take any action required or permitted to be taken, done, signed or executed under the Policy Agreement or any other agreement to which the IFC Parties and the [Company]/[Sponsor] may be parties.

^*Name Office Specimen Signature

You may assume that any such individual continues to be so authorized until you receive written notice from an Authorized Representative of the [Company]/[Sponsor] that they, or any of them, is no longer so authorized.

Yours faithfully,

By

Name:

Title:[Chairman/Director]

²  In relation to a certificate of incumbency and authority given by the Sponsor, paragraphs 1(a) and (b) can be deleted and the remaining paragraphs adapted.

^*  Designations may be changed by the Company/Sponsor at any time by issuing a new Certificate of Incumbency and Authority authorized by the board of directors of the Company/Sponsor where applicable.

SCHEDULE 2

SEMS PLAN

Type of Action	Suggested Action	Deliverable	Timeframe
Nominate Officers	The Bank shall designate responsibility for undertaking S&E Risk Management including development and oversight for the implementation of the S&E Management System. The Bank will ensure that the Retail Banking, Corporate Banking Department and Asset Management units are adequately involved in this process. This can be achieved (for example) through setting up a joint working group of representatives of these departments. S&E Officer shall be appointed at CORPBANCA and a formal notification in this respect provided to IFC.	Official Letter	Officer to be appointed on or prior to date of Investment Agreement; officer to coordinate preparation and delivery of Official Letter on or prior to the Closing Date
Establish an S&E Policy	The Bank shall develop a policy outlining its commitment to manage the E&S risks of its projects according to the IFC Exclusion List, the applicable Chilean E&S laws and regulations and the IFC Performance Standards.	Copy of the policy	Within 3 months following the Closing Date
Establish an SEMS including guidelines for the implementation of the SEMS	The Bank shall establish and deliver to IFC a copy of the S&E Management System to ensure that its financing activities are consistent with the IFC Performance Standards, applicable host country social and environmental regulations and the Exclusion List. The S&E Management System will include: (i) The S&E policy, (ii) a step-by-step S&E due diligence procedure, (iii) responsibilities of all staff involved in SEMS implementation, (iv) additional S&E covenants to be included into loan agreements, (v) reporting requirements, (vi) monitoring procedures, and (vii) provisions regarding SEMS updates. The SEMS will also entail guidance notes and tools for its implementation, including a categorization system, separate S&E due diligence forms for (a) Project Finance, Large Corporate and corporate business (b) asset management (c) SMEs (d), a standard S&E Action Plan, and monitoring/supervision forms. The Bank will ensure that the SEMS and implementation tools are adequately designed to address countries of operation specific S&E risks.	Copy of written procedures and materials to support the SEMS implementation	Within 3 months following the Closing Date

ESMS Implementation and Staff training	The Bank shall develop a SEMS Implementation and Training Plan, specifying the proposed schedule for rolling out the SEMS across the various business units and training to be provided to ensure the following staff has adequate capacity for SEMS implementation: (i) senior management of the Bank, including heads of departments, (ii) loan and investment officers involved in assessing the various sub-projects supported by the group and portfolio monitoring, and (iii) the S&E Officers. The plan will also include the required budget resources, approved by senior management.	Copy of SEMS Implementation Plan and training program	Within 3 months following the Closing Date
	The Bank shall conduct the training sessions as per the Training Plan to ensure effective implementation of the Social and Environmental Management System.	Delivery of dates the training was conducted and the number of staff trained.	Within 6 months following the Closing Date
	In addition, the Bank will identify external advisors and consultants when required to conduct the Due Diligences as per the SEMS.	List of external consultants/ advisors
			Within 6 months following the Closing Date
SEMS Implementation Test Phase	The Bank will implement the SEMS and provide IFC examples of ESDD prepared and with an SEMS Implementation Report to ensure the SEMS is robust.	Submission of the ESDD for the first three corporate/project finance transactions reviewed as per the SEMS	Prior to sub-loan approval
		Implementation report	Within 9 months following the Closing Date.

SCHEDULE 3

S&E PERFORMANCE REPORT

Social & Environmental Performance Report for Financial Intermediary (FI) Clients

Please provide responses to the questions below. Please include additional sheets or attachments as required to provide details on questions that have been answered Yes.

Name of Organization
Completed by (name):
Position in organisation:		Date:
Reporting period	From:		To:

Portfolio Information

Report Covering Period:
From:	To:

For the reporting period, please provide the following information about your portfolio where applicable:

FI Business Lines

Product line	Description	Total exposure       outstanding for       most recent FY       year end       (in US$)	Average loan   or transaction   size   (in US$)
Retail banking/Consumer loans	Loans or other financial products for individuals (includes retail housing finance and vehicle leasing)
Long term: Transactions with tenor greater than 12 months
SME	Any lending, leasing or other financial assistance to any corporate or legal entity other than an individual, with individual transactions less than US$ 1 million
Project finance/Large Corporate finance	Any lending, leasing or other financial assistance to any corporate or legal entity other than an individual, with individual

transactions larger than US$ 1 million

Trade finance
Short term (ST): Transaction with tenor less than 12 months
ST Corporate finance
ST Trade finance
Other
Microfinance
Other (if applicable)	Please describe

(a) Exposure by Industry Sectors

If there is any exposure in the area of SME or large corporate/project finance (your corporate portfolio), please provide an indicative % of portfolio that these sectors represent of the total corporate portfolio.

S. No	Industrial Sector	Outstanding exposure (in US$)	% of corporate portfolio
	Animal Production
	Apparel
	Chemicals
	Collective Investment Vehicles
	Common Carriers
	Construction and Real Estate
	Consumer Goods
	Crop Production
	Electrical Equipment, Appliances and Components
	Fabric Mills
	Fabricated Metal Product Manufacturing
	Finance & Insurance
	Finishing (Dyeing, Printing, Finishing, etc.)
	Fishing
	Food & Beverages
	Forestry
	Furniture and Related Products
	Integrated Textile Operation (Spinning, Weaving/Knitting, but no Garment )
	Internet Projects
	Leather and Allied Products
	Machinery and Other Industrial
	Nonmetallic Mineral Product Manufacturing
	Oil, Gas and Mining
	Plastics & Rubber
	Primary Metals
	Printing & Publishing
	Pulp & Paper
	Spinning (Yarn, Including Integrated with Fiber Production)
	Telecommunications
	Textiles - Others
	Transport Service
	Transportation Equipment

Utilities

Warehousing & Storage

Wholesale and Retail Trade covering any of the following. Gasoline stations, dry cleaners, printing, large auto and truck fleets, photographic film processing and any operations involving the use of any chemical of biological wastes or materials

Wood Products

Total

If engaged in long term SME or large corporate/project finance, please provide information as requested of all loan assets meeting the following conditions:

— Longer than 12 months tenor

— Larger than US$ 1 million outstanding exposure

Type of loan   (large corporate/   SME/trade   finance)   Tenor of      
loan       (months)       Value of     
exposure      (US$ mn)      Industry       Sector³       Any environmental and  
social risks and measures   
taken to mitigate the risks  

³ Please use any standard classification or the sectors listed in the earlier table

Social & Environmental Management System (SEMS)

	Policies & Processes	Yes/No
Has your organization developed and implemented an SEMS?			If yes, please attach a copy of the SEMS to this report.
If there is an SEMS already in place, have there been any updates to the SEMS or policy and procedures adopted by your organization during the reporting period?			If yes, please provide a copy of the updates including dates and reasons for the same.
Has senior management signed off on the updated policy/procedure?			If yes, please provide the date and internal communication indicating the same.
Please give details of any transactions rejected on environmental, health, safety or social grounds.
Please state any difficulties and/or constraints related to the implementation of the social and environmental procedures.
Please describe how you ensure that your clients and their projects are operated in compliance with the National laws and regulations and the Performance Standards.
Please provide two sample internal S&E review reports conducted for projects considered last year. (Only applicable if the Performance Standards is an S&E Requirement)
Please give details of any material social and environmental issues associated with borrowers during the reporting period in particular.
Capacity		Yes/No
Please provide the name and contact information of the Environmental Officer or Coordinator who has the overall responsibility for the implementation of SEMS.			Please describe the training or learning activities the Environmental Officer or Coordinator attended during year.
Please provide current staffing of other core SEMS persons in the organization involved with SEMS implementation.			Please describe the training provided to the SEMS persons and other team members during year.
What was the budget allocated to the SEMS and its implementation during the year?			Please provide budget details including staff costs and training as well as any actual costs.
Monitoring		Yes/No
Do you receive any non-financial reporting from industrial projects that you finance?			If yes, please describe and provide supporting

			documents including any social and environmental considerations if applicable.
Do you check for ongoing compliance of your projects with national regulation and any other requirements such as the Performance Standards?			If yes, please describe the process including any social and environmental considerations if applicable.
Please describe how you monitor the client and project social and environmental performance. Please provide the following information:			Please describe and provide supporting documents and please provide information on the number of projects where a field visit was conducted by staff to review aspects including social and environmental issues.
-	Number of projects in portfolio classified as category A or B
-	Number providing annual reports
-	Number of projects where a field visit was conducted by a bank staff to review aspects including and social and environmental issues
Please provide details of any accidents/ litigation/ complaints/regulatory notices and fines:
-	Any incidents of non-compliance with the S&E Requirements
-	Covenants/ conditionalities imposed by the Bank as a result of any non-compliance
Reporting		Yes/No
•        Is there an internal process to report on social and environmental issues to Senior management?			If yes, please explain the process, reporting format and frequency and actions taken if any.
•        Do you prepare any social and environmental reports:			If yes, please provide copies of these reports.
-	For other MLAs
-	Other stakeholders
-	S&E reporting in the Annual Report
-	Sustainability reports

Activities on IFC Exclusion List
If any, please indicate the dollar percentage of loans or investments out of your total outstanding exposure provided to clients who are substantially involved in IFC excluded activities.	%
If the percentage is not zero, please explain these exposures and any steps having been taken to reduce such exposure.

Sustainable finance
Have you made any investments in projects that have social and environmental benefits such as investing in management systems, energy efficiency, renewable energy, cleaner production, pollution management, supply chain greening, corporate social responsibility, community development etc? Please list these in the format provided below:
Project   Name		Value financed by the company (US$ million)	Type of social and environmental benefit4
	—
	—
	—
	—

⁴ Examples are cleaner production, energy efficiency, renewable energy, carbon finance, management system improvement, sustainable supply chain, corporate social responsibility etc.