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1. By means of Essential Fact dated December 21, 2011, it was reported that  shareholders meetings were held and approved the merger of LAN with Sister Holdco S.A. (“Sister Holdco”) and Holdco II S.A. (“Holdco II”), two companies specially incorporated for purposes of the proposed combination between LAN and TAM S.A. (“TAM”). If Holdco II successfully completed an exchange offer for the TAM shares (including those represented by American Depositary Shares – ADSs – of TAM), both Sister Holdco and Holdco II would be absorbed by LAN (the “Mergers”), with LAN continuing as the surviving entity. Prior to the Mergers, Sister Holdco would hold the TAM shares contributed by the controlling shareholders of TAM, and Holdco II would hold the TAM shares and ADSs acquired pursuant to the exchange offer.
2. By means of Essential Fact dated May 10, 2012, it was reported that Holdco II and LAN had initiated in the Federal Republic of Brazil (“Brazil”) and in the United States of America (“USA”) an exchange offer (the “Exchange Offer”) for all outstanding TAM  shares (including those represented by TAM ADSs) other than those held by the controlling shareholders of TAM, for Holdco II shares, and ultimately, for LAN shares (the latter being the  legal successor of Holdco II due to the effectiveness of the Mergers), in the form of Brazilian Depositary Receipts - BDRs - in Brazil, and American Depositary Receipts - ADRs – in the USA.
3. The Exchange Offer was subject to minimum conditions of acceptance for its success and to certain other conditions. In particular, there were established (i) the squeeze-out condition, as a result of which TAM would be able to mandatorily redeem all of the TAM shares not tendered in the Exchange Offer or contributed by the controlling shareholders of TAM; and (ii) the delisting condition, as a result of which TAM would no longer be a registered public company in Brazil.
4. According to Brazilian law, for the delisting condition to be met, more than 2/3 of the total TAM shares participating in the Exchange Offer shall have agreed with the deregistration of TAM as a public company in Brazil.
5. On June 12, 2012, LAN waived the squeeze-out condition, which was informed by means of an Essential Fact on that same date. As a result of this waiver, according to Brazilian law, the term of the Exchange Offer was extended for 10 calendar days, and a new date for the auction in BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros was scheduled for June 22, 2012 at 9:00 a.m., Santiago and New York time (10:00 a.m., Sao Paulo time).
6. Prior to the expiration of the Exchange Offer, 99.9% of the TAM shares that participated in the Exchange Offer agreed with the deregistration of TAM as a public company in Brazil, thereby satisfying the delisting condition.  For information purposes, the TAM shares tendered in the Exchange Offer together with those contributed by the controlling shareholders of TAM represent 95.9% of TAM shares in circulation.
   
7. Based on the foregoing and the satisfaction of the other conditions to the completion of the Exchange Offer, the auction took place in BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros today, at 9:00 a.m., Santiago and New York time (10:00 a.m., Sao Paulo time).
8. Also, and following the steps provided in the transaction, on this same date LAN, Sister Holdco and Holdco II will execute the deed evidencing the Mergers, pursuant to which the outstanding Sister Holdco and Holdco II shares are exchanged for LAN shares, at the rate of 0.9 shares of LAN for each one of  such shares: