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1 ORDINARY SHAREHOLDERS MEETING S. A. C. I. FALABELLA In Santiago, Chile at 4 p.m. on April 30, 2013, the Ordinary Shareholders Meeting of S.A.C.I. Falabella, chaired by Juan Cuneo Solari and with the lawyer Paola Bruzzone. as secretary, took place on 65 San Antonio Street 65, floor 13. After welcoming the Meeting's attendees, the Chairperson states that, in addition to shareholders, the honorary chairperson Reinaldo Solari Magnasco, the Company's Board members, María Cecilia Karlezi Solari, Carolina Del Río Goudie, Sergio Cardone Solari, Carlos Alberto Heller Solari, Juan Carlos Cortés Solari, Carlo Solari Donaggio, Hernán Büchi Buc, and the Chief Executive Officer Sandro Solari Donaggio are also present. MEETING FORMALITIES. The Chairperson requests that the Secretary refer to the compliance of the Meeting notification with all formalities, and that it be recorded in the minute. 1. The Meeting was convened as agreed by the Board during the session that took place March 26th, The calls for this Meeting were carried out through published notices in the El Mercurio newspaper on the 11th, 19th, and 23rd of this April which were in line with the following: S.A.C.I. FALABELLA Publicly Traded Company Securities Registry Registration N 582 ORDINARY SHAREHOLDERS MEETING As agreed by the Board, and in accordance to the bylaws, a Shareholders Meeting is called to take place at 4:00 pm on April 30 th of 2013, on San Antonio Street N 65, floor 13, in Santiago. The Meeting is to make a pronouncement on the following matters: 1. Approval of the 2012 Annual Report, Balance Sheet, Income Statement and External Auditor Opinion. 2. Distribution of 2012 net income. 3. Dividend policy 4. Board of Directors compensation. 5. Appointment of External Auditors and Risk Rating Agencies for Selection of printed press for Company publications 7. Review of all operations referred to by Title XVI of Law 18, Directors Committee Report, approval of budget; expenses and compensation 9. Other matters of interest and competence of the Shareholders' Meeting. MEETING PARTICIPATION Shareholders with shares registered in the Company's Registry of Shareholders at least five days prior to the Meeting, will have voting rights. Qualification of proxies will take place at the onset of the Meeting. PUBLICATION OF BALANCE SHEET FINANCIAL STATEMENTS AND ANNUAL REPORT As of April 8th, 2013, Shareholders will find the publication of the 2012 Financial Statements of the Company, the External Auditor Report, as well as all necessary information for shareholders to vote on the Falabella website ( According to article 75 of Law N 18,046 and the Superintendence of Securities and Insurance Bulletin N 444, the 2012 Annual Report and Balance Sheet of the Company will be made available to shareholders on the Company website THE CHAIRPERSON 2. A letter summoning shareholders was sent by mail to the home addresses of all shareholders on April 11th of this year. 3. In accordance to article 75 of Law N 18,046 and the Superintendence of Securities and Insurance Bulletin N 444, the Company has made the Annual Report digitally available to

2 shareholders on its web site and also informs that there are annual reports available at the entrance of the meeting room, in the Company Main Office (1665 Rosas) and at the Company s Shares Department (770 Huerfanos, floor 22) 4. The Annual Report was submitted to the Superintendence of Securities and Insurance through the SEIL module on April 9th, 2013 with its respective declaration of responsibility duly signed by Board. 5. The 2012 Balance sheet and Financial Statements, along with the external auditor report were also published on the Company website. 6. It is recorded that all the information required with regard to the subjects being submitted to vote has been published on the Company website, particularly the Board s arguments for proposing the external auditor firms for the next year. 7. It is recorded that representatives of the Superintendence of Securities and Insurance Mrs. Claudia Soriano, and Mr. Jorge Contreras and Mr. Fernando Domange are present in the room. CONSTITUTION FORMALITIES. As requested by the Chairman, the Secretary notifies that all proxies have been revised, and that the Meeting will take place as the required quorum, according to bylaws, an absolute majority of the Company's issued shares, has been met. Quorum for the Meeting to take place, according to the attendance sheet signed by shareholders before entering the Meeting, is % of total shares, having 1,992,625,681 shares with voting rights present of the total 2,419,715,645 issued shares by the Company, according to the attendance sheet annexed to this Shareholders Meeting minute. MEETING CONSITUTION. Given that all the necessary paperwork and processes for the notification and constitution of the Meeting were met, the Chairperson formally declared the Meeting constituted and the session open. SIGNING THE MINUTE. The Chairperson states that the following representatives of shareholders present in the room, Mario Amoros Lamich, representing AFP Habitat, Andrés Mourgues Mascareño, representing AFP Provida, Carlos Alfredo Poblete Vásquez, representing AFP Capital and shareholder Alberto Gary have offered to sign the minute. Having reached consensus, the individuals indicated were assigned to sign the Meeting's minute, noting that only three signatures are needed in addition to that of the Chairperson and Secretary. It is also noted that a formal reading of the previous Shareholders Meeting minute is not required, as it was signed by the appropriate individuals and a copy was delivered opportunely to the Superintendence of Securities and Insurance. OBJECTIVE OF THE MEETING. The Chairperson addresses those present in the Meeting and broadens the concepts he has expressed in his letter included in the 2012 Annual Report. Then the Secretary informs shareholders that the ballot system is to be used to vote, adding that it may be replaced by acclamation if it is unanimously agreed by all shareholders present with voting rights. Acclamation for every subject being submitted to the Meeting is unanimously approved by all shareholders present with voting rights. The review and pronouncement of the subjects presented to the Meeting are included below: 1. Approval of the 2012 Annual Report, Balance Sheet, Income Statement and External Auditor Opinion. The Chief Executive Officer, Mr. Sandro Solari Donaggio, refers to the most relevant events during 2012, which are included in the Annual report. The shareholder Valerio Rioseco expresses his concern with regard to the difference in the value of the impact of the Mis Cuentas situation on the company Promotora CMR Falabella S.A. according to what was informed in the Annual Report and what was informed by the Chief Executive Officer in his speech. The Chairman responds and explains that the figures contained in the Financial Statements are correct and that the difference with respect to the indicated in the Annual report could be due to differences in the exchange rate used to express the amount in dollars, considering that it is a currency generally understood by all shareholders. As no one else wanted to ask other questions or make other comments, the Chairperson continued to request the approval of the Annual Report, Balance Sheet, Income Statement and the External Auditor Opinion. Having submitted the subject to the Meeting, it is approved by acclamation with the vote against of:

3 1. Banco de Chile representing third party interests, with 73,012 shares. 1. Banco Itaú representing foreign investors with 17,026,713 shares. 2. Banco Santander representing foreign investors with 1,180,002 shares. 3. Banco de Chile representing third parties with 10,150,377 shares. 4. Banco Santander representing Banco Santander-HSBC Bank PLC London Client Account with 2. Distribution of 2012 net income: The Meeting is informed of the proposed distribution of the year s net income ascending to $371,060,080,770. Of the net income informed, it is proposed to use: 1. $225,947,036,040 to increase the retained earnings of the Company. 2. $72,562,542,360 to distribute a final $30 dividend per share of the 2012 net income, which added to the $72,550,502,370 interim dividend paid according to agreement of the Board of Directors held October 30 th, 2012 represents a 39.11% of net income. The proposed dividend will be paid on May 9 th, 2013, to the shareholders registered in the shareholders registry by next May 3, on 770 Huerfanos, floor 22 and also by bank deposits, certified delivery and at the BCI (Banco Crédito Inversiones) branches. It is noted that the figure indicated could vary according to the shareholders and the number of shares actually registered by next May 3 rd. Having submitted the subject to the approval of the Meeting, it is approved by acclamation with the 1. Banco de Chile representing third party interests, with 73,012 shares 1. Banco Itaú representing foreign investors with 710 shares. 2. Banco de Chile representing third parties with 837,085 shares. 4. Banco Santander representing Banco Santander-HSBC Bank PLC London Client Account with It is recorded that once the distribution of net income takes place, the equity accounts of the Company will be the following: Equity: $ 2,851,443,947,094 Capital: $ 529,966,655,601 Other reserves ($ 99,652,589,526) Retained earnings $ 2,361,522,712,029

4 3. Dividend policy. The Chairperson presents the dividend policy proposed by the Board of Directors for the Company. The proposal is to maintain the current dividend policy that is to annually distribute, at least, 30% of distributable income every year. 1. Banco Itaú representing foreign investors with 2,371,194 shares 2. Banco de Chile representing third parties with 82,456 shares 1. Banco Itaú representing foreign investors with 6,122,334 shares. 2. Banco de Chile representing third parties with 1,379,223 shares. 4. Board of Director Compensation and Expenses. The Chairperson proposes the following Board Compensation structure to the Meeting: a) A monthly fixed compensation equal to 50 UF net as long as they hold the position, for each month or fraction of a month as of the day of this Shareholders Meeting. With regard to the Chairperson, monthly compensation shall be 615 UF net as long as the position is held and as of the day of this Shareholders Meeting; b) the amount equivalent to 0.35% of year 2013 net income divided among all board members, receiving the Chairperson double the amount received by each board member. The board members that qualify to receive such compensation are those that have held the position in 2013 and it shall be divided proportionally among them according to the amount of time the position has been held. This compensation will be paid immediately after the Shareholders Meeting that approves the results of year 2013 takes place. It is proposed to the Meeting to approve allowing Board Members to perform other activities, empowering the Board of Directors to request from them one or more specific tasks and establish the compensation for such tasks. 1. Banco Itaú representing foreign investors with 4,608,188 shares. 2. Banco Santander representing foreign investors with 36,346 shares. 3. Banco de Chile representing third parties with 1,148,686 shares. 4. Banco Santander representing Edmond de Rothschild Global Emerging with 160,000 shares. 5. Banco Santander representing Edmond de Rothschild Latin America with 66,270 shares. 1. Banco Itaú representing foreign investors with 6,321,347 shares. 2. Banco Santander representing foreign investors with 1,993,602 shares. 3. Banco de Chile representing third parties with 2,007,745 shares.

5 5. Appointment of External Auditors and Risk Rating Agencies for The Chief Executive officer informed the Meeting that during January and February 2013 the main external auditing firms (PWC, KPMG, E&Y and Deloitte), duly registered in the Superintendence of Securities and Insurance respective registry, and were invited to present their proposals to offer the Company and its subsidiaries their external auditing services of the Company for the year. The proposals were to consider the following matters: Knowledge of the market and international presence A specific team assigned to the Company Organizing the auditing task of the Company so as to promote its independence Knowledge of the condition of Company Economic proposal In compliance with article 50 bis of the Corporations Law, the proposals presented by the auditing firms were reviewed in a special Directors Committee session, in which the auditing firms also presented and thoroughly explained their proposals. After the respective analysis, taking into consideration parameters such as experience, relevant customers, technical and professional capacities of the partners in charge of the audit, in addition to evaluating the economic aspect of the offer, the Committee considered that the best proposal presented was Ernst & Young, that has audited the financial statements for the past 11 years, and Deloitte s proposal came in second place. The Board of Directors, agreed with the proposal of the Director s Committee, but considered appropriate to perform an internal control diagnosis of the Company and compare it to international standards, particularly to those presented in Sarbanes Oxley Act regulation for the United States. The Board of Directors considered convenient that such diagnosis be performed by a firm different from the one that would perform the financial statement audit, in order to assure its independence. Therefore, they considered appropriate to request that the administration hire Deloitte to perform the diagnosis. Taking the above into consideration, the company s Board proposed maintaining Ernst &Young as the number one external auditors of the Company, and Deloitte, number two. The Board also proposed maintaining the risk rating agency Fitch Chile and Feller & Rate for shares, bonds and commercial papers of the parent company. Mr. Mario Amoros Lamich, representing, AFP Habitat, took the floor and stated that the shareholder that he represents does not agree with the proposed formula as he considers that external auditors should rotate and that the maximum period for a rotation to occur should not exceed 5 years. 1. Banco Itaú representing foreign investors with 2,848,881 shares. 2. Banco de Chile representing third parties with 1,037,689 shares. 3. Banco Santander representing Edmond de Rothschild Global Emerging with 160,000 shares. 4. Banco Santander representing Edmond de Rothschild Latin America with 66,270 shares. 1. Banco Itaú representing foreign investors with 6,321,347 shares. 2. Banco Santander representing foreign investors with 1,993,602 shares. 3. Banco de Chile representing third parties with 1,865,608 shares. It is recorded that AFP Capital S.A., and AFP Provida S.A. voted in favor of this

6 6. Selection of printed press for Company publications. It is proposed that Company information be published in the newspaper El Mercurio of Santiago, Chile. 1. Banco Itaú representing foreign investors with 265,724 shares. 2. Banco de Chile representing third parties with 1,010,814 shares. 1. Banco Itaú representing foreign investors with 27,386 shares. 2. Banco de Chile representing third parties with 837,085 shares. 7. Review all operations referred to by Title XVI of Law 18,046. The Chairperson states that the operations performed by the Company that are referred to in Articles 146 and on of the Corporations Law should be reviewed. He therefore hands the stand to the Secretary who informs the Meeting that during the 2012 financial year or during the course of this year there have been no operations among related parties that must be informed to the Meeting, considering that according to the exceptions of the referred Title, the operations that have taken place are either of low amount, or of those referred to within the company s habitual operations policy or are among legal entities in which the Company has at least 95% of ownership. Notwithstanding the above, the list of such operations are presented. 1. Banco Itaú representing foreign investors with 1,610,729 shares. 2. Banco de Chile representing third parties with 1,020,258 shares. 1. Banco Itaú representing foreign investors with 4,840,763 shares. 2. Banco Santander representing foreign investors with 32,511 shares 3. Banco de Chile representing third parties with 1,460,585 shares. 8. Directors Committee Report, approval of budget; expenses and compensation. The Secretary informs that during the Board meeting held April 26 th, 2011 and in compliance with article 50 bis of the Corporations Law 18,046, the independent Board Member Hernán Büchi Buc appointed Sergio Cardone Solari and José Luis Del Río Goudie as members of the Directors Committee. The Directors committee expense budget and each member s compensation were established by the Company s Ordinary Shareholders Meeting held April 24, 2012, fixing the budget within a minimum of 750 UFs and a maximum of the amount equal to the annual compensation of the Committee s members plus the 17 UF net paid per session to each member for attending each session, plus one third of the variable compensation considered for the Company s Board Members for 2012, which shall be established according to the same criteria used in the determination of the compensation of directors. During 2012, no expenses were charged to such budget. During 2012, the Directors

7 Committee met on January 25th, March 5 th, May 9 th, May 28 th, august 27 th, and November 12 th, in which matters of the Committee s competence were addressed. Operations within Articles 46 and beyond of the Corporations Law were examined and approved in compliance with the Company s Habitual Operations Policy and other exceptions adopted with the approval of the Board of Directors in compliance with Article 147 of the aforementioned Law, and informed to the board; the financial statements of the Company according to international financial reporting standards (IFRS) to be submitted periodically to the Superintendence of Securities and Insurance were reviewed, including the reports presented by executives and presented by external auditors; analyzed and approved the compensation plans of main executives and reviewed the situation of the subsidiary Promotora CMR Falabella S.A, with regard to the case Mis Cuentas Punto Com, also analyzing the different policies related to risk, write offs, provisions and control mechanisms. Lastly, it was informed about the information requested by the Superintendence of Securities and Insurance and by the Superintendence of Banks and Financial Institutions. With regard to the compensation of its members, it is proposed that they receive 17 UFs net for attending each session, beginning with this Meeting, plus one third of the variable compensation considered for the board members of the Company for An expense budget of a minimum of 750 UFs and a maximum amount equal to the annual compensation of all Committee s members is also proposed. The Committee is authorized to hire professional advisers on order to perform their work. 1. Banco Itaú representing foreign investors with 4,509,711 shares. 2. Banco Santander representing foreign investors with 36,346 shares 3. Banco de Chile representing third parties with 1,148,686 shares. 4. Banco Santander representing Edmond de Rothschild Global Emerging with 160,000 shares. 5. Banco Santander representing Edmond de Rothschild Latin America with 66,270 shares. 1. Banco Itaú representing foreign investors with 1,507,970 shares. 2. Banco Santander representing foreign investors with 1,993,602 shares 3. Banco de Chile representing third parties with 2,276,045 shares. 9. Other matters of interest and competence of the Shareholders' Meeting. The Chairperson informs that there is no other matter of competence to submit to the Meeting. COMPLIANCE WITH AGREEMENTS AND PREPARING PUBLIC DEED By unanimous vote of the attendees, it is agreed to carry into effect all the agreements reached at the Meeting, as soon as the minute is signed by the Chairperson, the Secretary and the person appointed to do so, and the lawyers Cristian Lewin Gomez and Paola Bruzzone Goldsmith to indistinctly either one of them, to prepare the public writing of this Shareholders Meeting s minute if necessary. SESSION CLOSURE. The Chairman once again thanks all attendees, and given there are no further topics to discuss, concludes the session.