Santiago, November 11, 2011.-

Mr. Fernando Coloma Correa
Securities and Insurance Commission
Avda. Libertador Bernardo O′Higgins 1449




Dear Commissioner:

Pursuant to article 9 and the second subparagraph of article 10 of the Securities Market Law and General Rule 30, under due authority, as contained in the minutes of the Board Meeting held November 11, 2011, I hereby make the following material disclosure regarding  LAN Airlines S.A. (LAN), Securities Registration #306:

  1. As reported by Lan in the disclosure to the Commission on January 19, 2011, Costa Verde Aeronautica S.A., Inversiones Mineras del Cantabrico S.A., TAM S.A., TAM Empreendimentos e Participaçoes S.A. and Maria Claudia Oliveira Amaro, Mauricio Rolim Amaro, Noemy Almeida Oliveira Amaro and João Francisco Amaro signed (a) an Implementation Agreement and (b) an Exchange Offer Agreement (the “Signed Agreements”) containing the final terms and conditions of the proposed merger of LAN and TAM S.A.  The same disclosure explained the more important terms and conditions of the Signed Agreements.

  2. At the meeting held today, the Lan Board unanimously decided to convene a special shareholders meeting for December 21, 2011 to submit the merger of Lan and Sister Holdco S.A. and Holdco II S.A. (the “Merger”) to approval of the shareholders.  LAN will be the surviving company and will change its name to LATAM Airlines Group S.A., subject (i) to the terms and conditions of the Signed Agreements and (ii) to a final decision, on or before April 30, 2012, in the Remedy of Appeal pending before the Supreme Court that will allow the proposed merger between LAN and TAM S.A. to proceed.
    Publication of the notice of this shareholders meeting, the forwarding of said notice by mail and the availability of the documents supporting the motions to be submitted to a vote on LAN’s web site will be done in the manner and time set down in the Companies Law and Regulations.

  3. LAN’s Board unanimously resolved at the same meeting to recommend that LAN’s shareholders approve the Merger, the change in name and other transactions contained in the Signed Agreements.


Very sincerely yours,


Alejandro de la Fuente Goic
Chief Financial Officer
LAN Airlines S.A.

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