| i) | The exercise of stock subscription or purchase options granted in accordance with the Chilean Corporations Act, within the framework of executive and workers’ compensation plans and which must be subscribed or purchased in specific periods, are exempted from the aforementioned lock-up periods. Likewise, stock subscription in a preferential option period inherent to a capital increase through the issuance of payment shares is exempted from such lock-up periods. |
| j) | Should there be any doubt as to the application or validity of a lock-up period, it shall be the obligation of the Interested Party to contact the General Controller’s Office prior to carrying out any transaction. |
| VII. | Disclosure of Transactions. |
| a) | In addition to full compliance with applicable regulations, trading of securities issued by CCU and its Subsidiaries carried out by the Interested Parties, either directly or through entities controlled by them or through third parties, as well as those transactions carried out by their spouses, if they are married under a joint owned property regime, their underage children or those people under guardianship, curatorship or under legal or judicial representation, whether the latter are carried out directly or indirectly, must be reported to the General Controller’s Office, which will keep a confidential record of the transactions reported to it for this purpose. The information provided must contain at least the data set forth in Annex II of this Manual. |
| b) | It is reminded that the Interested Parties must comply, in due time and form, with the provisions of Article 12 of the Securities Market Law and General Rule N° 269 of the CMF, notifying this institution and the stock exchanges, through the SEIL module available on the Internet site www.cmfchile.cl , of the transactions they carry out. |
It is the responsibility of the Interested Parties to obtain the access code to the SEIL module in a timely manner through the securities intermediary with which they trade, or by requesting it to the Corporate Controller’s Office.
| c) | In the same order, it is the responsibility of each Interested Party to comply with the other continuous communication obligations established in the applicable regulations and, in particular, in Articles 17 and 18 of the Securities Market Law and in General Rule N° 277 of the CMF. |
| VIII. | Penalties and Procedures. |
| a) | Subject to the provisions of the immediately following paragraph, the resolution of any conflict in the application of this Manual shall be resolved by the Board of Directors, being empowered to delegate this role to the Chief Executive Officer, with the advice of the CCU Business Conduct Committee (which establishes CCU’s Code of Business Conduct). |
| b) | The procedure shall be brief and concise, and shall include the instances that ensure due process, such as the bilateral nature of the hearing, access to a defense, the presentation of evidence and a reasoned and substantiated decision. |
| c) | The application of penalties for violations of this Manual shall be the responsibility of the Chief Executive Officer, after hearing, where appropriate, the opinion of the CCU Business Conduct Committee. The penalties that may be adopted by the Chief Executive Officer include a reprimand, the termination of the employment relationship for failure to comply with the duty of loyalty and probity, or other penalties that the Chief Executive Officer may deem reasonable and proportionate in view of the seriousness of the violation. |
| d) | CCU reserves the right to report any facts that constitute a violation of this Manual to the corresponding authority. |
| IX. | Diffusion Mechanism. |
| a) | It shall be the responsibility of the General Controller’s Office to distribute this Manual within CCU. To do so, a copy of the Manual shall be sent to each Interested Party, which may be done by e-mail or Intranet. |
| b) | It shall be the responsibility of the General Controller’s Office to organize training activities or generate content on the subject. For such purposes, this Manual shall be included in the induction documents of each new Interested Party that joins the Company. |
| c) | This Manual shall be published on CCU’s website. |
| X. | Validity. |
This Manual shall become effective on March 5th, 2020, and supersedes, in all its sections, the Manual that was in force up to that date.
Annex I
Confidentiality Agreement
PROJECT _____________. Letter of Confidentiality
Santiago,____________________, 20_______
Dear Sir/Miss/Mrs.,
As of this date, you will participate in and receive certain Information concerning_____________, which is internally referred to as “Project______” (hereinafter also the “Project”), which involves the handling of particularly sensitive and confidential information. All information related to the Project, whether verbal or written, or of any other nature, regardless of the means in which it is contained and the form of its communication, which is provided and/or of which you become aware or to which you have access, directly or indirectly, because of or in connection with the Project, regardless of whether such information is expressly identified as “Confidential Information”, including the very existence of the Project, shall be kept in the strictest confidence, and you may not disclose, divulge or transfer such information, even partially, to third parties without prior authorization.
It is hereby noted that the notes, minutes, presentations and in general any document or instrument, including drafts, that are prepared in connection with the Project also constitute Confidential Information, which must be clearly marked as “Confidential” and be stored securely exclusively on media provided by the Company (therefore, Confidential Information may not be shared or stored on personal media, such as computers, tablets, or e-mails outside the Company). It must be ensured that all electronic communication is made by secure means provided by the Company.
Notwithstanding the foregoing, it is noted that your employment contract includes a confidentiality commitment with CCU in relation to the disclosure of Confidential Information outside the CCU group. There are confidentiality clauses in the Project documents, which are applicable to you.
In addition, because CCU trades its shares on the Santiago Stock Exchange and ADRs on the New York Stock Exchange, it is subject to compliance with legal requirements, including the regulations governing the use of privileged information, as set forth in the Manual for Handling Information of Interest for the CCU Market. Therefore, any person in possession of information related to the Project is expressly prohibited from any type of trading with the aforementioned financial instruments.
Please sign this letter as a sign of acceptance and agreement.
Jesus García Sánchez-Reyes
Corporate Manager of the Comptroller’s Office
COMPAÑÍA CEVECERÍAS UNIDAS S.A.
| Signature of acceptance: | |
| Name: | |
| Position: | |
| Place: | |
| Date: |
Annex II
Trading Information by Interested Parties
In order for CCU to comply with its obligation to inform the CMF and the stock exchanges of acquisitions and disposals of its shares made by its related parties, these parties must provide the Company with all the information detailed in this Annex II, which must be communicated to the General Controller, in writing, sent to the e-mail address jegarcia@ccu.cl, with a copy to amarin@ccu.cl, as soon as the corresponding transaction has been completed and on the same day on which it occurs.
| A. | Identification Data. |
| A.1 | ID number: Including its verification digit. |
| A.2 | Names and Last Names or Company Name: It must include the full name of the subject in the case of an individual or its company name in the case of a legal entity. |
| A.3 | Relationship with the Company: The person who carried out the transaction must report its relationship with CCU. |
| B. | Transaction Data. |
| B.1 | Data of the person who carried out the transaction: In case the transaction has not been carried out directly by the informant, the full name or company name, ID number, relationship with the informant of the person who carried out the transaction and other identification data should be provided. | |
| B.2 | Date of transaction: You must inform the day, month and year in which the transaction was carried out. |
| B.3 | Date of notification of the transaction: The day, month and year in which the transaction was reported to CCU must be indicated. |
| B.4 | Type of transaction: The type of transaction carried out must be informed, such as purchase and sale of shares, subscription of shares of a new issue, acquisition or disposal of shares as payment, donation or any other act through which the ownership of the shares is acquired or transferred. |
| B.5 | Type of security: It must indicate that the transaction was carried out on shares issued by CCU. |
| B.6 | Transaction carried out on CCU shares: It must indicate that the transaction was carried out on shares issued by CCU. |
| B.7 | Instrument identification: It must indicate the mnemonic assigned to the shares issued by CCU. |
| B.8 | Series: It must indicate the series of the instrument that is included in the transaction, if applicable. |
| B.9 | Number of units traded: The number of nominal units traded must be reported. |
| B.10 | Unit price: It must indicate the unit price at which the transaction was carried out. |
| B.11 | Total amount of the transaction: The total amount of the transaction in pesos must be reported. |
| B.12 | Stock exchange transaction: It must be indicated whether or not the transaction was carried out on a stock exchange. |
| B.13 | Broker: If the transaction was carried out on a stock exchange, the broker through which the transaction was carried out must be indicated. |
| B.14 | Purpose of the acquisition: In the case of shares issued by CCU that give rise to the reporting obligation, indicate whether or not the purpose of the transaction was to acquire control of the Company. |
| B.15 | Percentage share of the transaction: The approximate percentage that the amount of the transaction represents over the Company’s capital must be reported. |
| B.16 | Final percentage obtained after the transaction: The approximate percentage that represents the shares of the person who carried out the transaction over the capital of the Company must be reported. |
| B.17 | Observations: This is a blank text field to indicate any relevant observation. |