The Company’s name is Viña Concha y Toro S.A. ID No. 90.227.000-0, registered as listed Corporation. The Company is located in Avda. Nueva Tajamar 481, North Tower, Floor N°15, Las Condes, Santiago, Chile, phone (56-2) 476-5000, fax (56-2) 203-6740, postal box No. 213, Central Post Office, Santiago, e-mail webmaster@conchaytoro.cl. Website www.conchaytoro.com, with mnemonic in Chilean Stocks: Conchatoro and mnemonic in NYSE: VCO.
Viña Concha y Toro S.A. was formed as a public company by means of a Public Deed dated December 31, 1921, before the Notary Public of Santiago Mr. Pedro N. Cruz. The summary was inscribed under file 1,051 numbers 875 and 987 both Trade Registry of Santiago from the Santiago Real Estate Custodian for 1922 and was published in the Official Gazette under No.13,420, dated November 6, 1922. The Existence Authorization Decree has the No. 1.556, of October 18, 1922.
The Company is currently registered under file 15,664 No.12,447 with the Trade Registry of Santiago Real Estate Custodian, corresponding to year 1999; and in the Securities Register of the Superintendence of Securities and Insurance under No.0043.
Viña Concha y Toro is the biggest wine producing and exporting company in Chile. The Company is vertically integrated and operates its own vineyards, wineries and bottling plants. The Company also operates in Argentina, through Trivento Bodegas y Viñedos S.A. and in the United States of America through Fetzer Vineyards.
The Company has developed a wide wine portfolio using the brand Concha y Toro. Likewise, the Company has fostered certain projects through its subsidiaries Viña Cono Sur, Viña Maipo, Viña Quinta de Maipo, Viña Maycas del Limarí, Viña Canepa, Viñedos Los Robles, Fetzer Vineyards and Trivento Bodegas y Viñedos. Additionally, together with the prestigious French winery Barón Philippe of Rothschild through a joint venture, Viña Almaviva S.A., produces the Almaviva icon, a first-class wine.
The Company has presence in the main vineyard valleys of Chile: Valle del Limarí, Aconcagua, Casablanca, Leyda, Maipo, Cachapoal, Colchagua, Curicó and Maule.
In the distribution business, the Company participates through the subsidiaries, VCT Chile Ltda. (Comercial Peumo) in Chile which has the most extensive own wine distribution network in the domestic market. Concha y Toro UK Limited (United Kingdom) in 2008, in order to strengthen its distribution, the Company established its own distribution offices in Brazil, Sweden, Norway and Finland; these began their operations during 2009.
In March 2010 the Company formed the subsidiary VCT Group of Wineries Asia Pte. Ltd. in Singapore aimed to reinforce the presence of Viña Concha y Toro in Asia. The subsidiary is responsible for promote and distribute the products in the region.
In April, 2011, the subsidiary VCT USA Inc. was incorporated in accordance with the laws of the State of Delaware, in the United States. Through this subsidiary, the Company acquires 100 % of the shares of the U.S. wine production company, Fetzer Vineyards domiciled in California, United States of America.
This acquisition contemplated a portfolio of brand names mainly focused on the US market including, Fetzer, Bonterra, Five Rivers, Jekel, Sanctuary and the license of Little Black Dress. Likewise, Fetzer Vineyards has 464 hectares of own and leased vineyards in Mendocino County in California, San Luis Obispo y Monterrey; and warehouses for 37 million liters in Hopland, California. Fetzer Vineyards has bottling facilities in Hopland, California employing approximately 289 employees.
In May, 2011, the Company acquired 40% of Southern Brewing Company S.A. (Cervezas Kross) with the purpose of obtaining active participation in the Premium segment of domestic beer. Dated April 15, 2013 was conducted a capital contribution which increased the Company´s direct ownership by 49%.
In July 2011, VCT USA Inc. together with Banfi Corporation, formed a joint venture with an interest of 50% each, in the Excelsior Wine Company, LLC. Through this joint venture, the distribution of the products becomes performed exclusively by this new company, which was performed by Banfi Corporation prior to the above date.
In August, 2011, in order to reach new markets, the Company formed the subsidiary, VCT México S. de R.L. de C.V. and through this, jointly with Aldimerco, S.A. de C.V, incorporated, VCT & DG México S.A. de C.V., in accordance with the laws of the Federal District in Mexico. This Company commenced its operations in mid-2012, and is committed to distribute our products.
During November 2011, the Company incorporated the subsidiary, Concha y Toro Canada Limited, in the Province of New Brunswick in Canada. These new subsidiary is intended to promote our products in Canada.
On January 2012, the Company formed in Cape Town, South Africa the subsidiary VCT Africa & Middle East Proprietary Limited. This new subsidiary is intended to promote our products in Africa and the Middle East.
In January 2013, the Company formed Gan Lu Wine Trading (Shanghai) Co., Ltd.; this subsidiary is committed to promote our products in China.
In March 2013, the Company formed Viña Cono Sur Organico SpA in Chile; this subsidiary has the sole purpose of producing and selling organic grapes to its Parent Cono Sur S.A..
In April 2013, the Company acquired 100% of the shares of the Norway company Agardh 227 AS (company with no transactions and assets), changing its Company name to VCT Norway AS. This subsidiary is intended to promote and distribute the products of Fetzer Vineyards in Norway.
In June 2013, the Company formed Cono Sur France SARL, this subsidiary aims to promote the products of Viña Cono Sur in Europe.
In September 2013, the Company formed VCT Wine Retail in Brazil, whose objective is to perform corporate investments and ownerships in other companies.
In June 2014, Concha y Toro S.A. through its subsidiary VCT Group of Wineries Asia Pte Ltd, acquired 41% of shares of VCT Japan Company Limited, a company which is committed to export and import of wine and operate the distribution business, in general.
In October 2014, the Company formed Eagle Peak Estates, LLC, a company which is committed to the trading, wine fractionation and alcoholic beverages and the export of wine and related products in the United States.
In December 2014, Concha y Toro Canada Ltd, together with Charton Hobbs Inc. a Company formed in accordance with the Canadian Laws, a joint venture in which participates with 50% each in the Constitution of Escalade Wines & Spirits Inc. in order to import, export, sale, produce and distribute alcoholic beverages.
In August 2017, Inmobiliaria El Llano SpA was formed which is committed to making investments and real estate projects.
In November 2017, Viña Concha y Toro S.A. acquired additional Ownership in Southern Brewing Company S.A. (Kross) achieving Ownership of 77% of the shares of such company where the remaining 23% continues to be owned by the original shareholders.
In other export markets, the Company maintains strategic relationships with significant specialized distributors.
The Concha y Toro Group is composed of the companies detailed in 2.2.1.
Majority shareholders (Unaudited)
As of December 31, 2017, the Company’s 12 majority shareholders are as follows:
| Name | Number of shares | Ownership % | ||||||
| Banco de Chile Cta. de terceros | 92,939,672 | 12.44 | % | |||||
| Inversiones Totihue S.A. | 87,615,431 | 11.73 | % | |||||
| Rentas Santa Barbara S.A. | 85,274,628 | 11.42 | % | |||||
| Itaú Corpbanca Cta. Inversionistas Ext. | 41,315,545 | 5.53 | % | |||||
| Inversiones Quivolgo S.A. | 32,748,071 | 4.38 | % | |||||
| Fundación Cultura Nacional | 25,954,278 | 3.47 | % | |||||
| Inversiones GDF Ltda. | 24,500,000 | 3.28 | % | |||||
| The Bank of New York según Circ. 1375 S.V.S. | 25,456,140 | 3.41 | % | |||||
| Agroforestal e Inversiones Maihue Ltda. | 22,337,075 | 2.99 | % | |||||
| Constructora Santa Marta Ltda. | 22,293,321 | 2.98 | % | |||||
| Larraín Vial C. De Bolsa | 19,557,520 | 2.62 | % | |||||
| Inversiones La Gloria Ltda. | 17,000,000 | 2.28 | % | |||||
| Total | 496,991,681 | 66.53 | % | |||||
Board of Directors
The Company is managed by a Board of Directors, which is comprised of seven members duly appointed by the General Shareholders Board. This Board of Directors serves for a three-year period, at the end of which it must be renewed in full and its members can be re-elected indefinitely. The current Board of Directors was appointed by the General Shareholders Board held on April 24, 2017, for the three-year period ending in 2020.
Pursuant to its by-laws, the Board of Directors remuneration for 2017 was established by the Company’s shareholders at the General Shareholders’ Meeting as 1.3% of the net profit for the year. In addition, an allowance of UF300 per month was approved for the executive responsibilities of the Chairman of the Board.
The remuneration paid to the Members of the Audit Committee for 2017 is equivalent to one third additional to the total remuneration that the director receives as such, in accordance with Article 50 bis of the Publicly-held Corporations Act and Circular No. 1956 issued by the Chilean Commission for the Financial Market.
Headcount (Unaudited)
As of December 31, 2017, the staffing and detail of the Company’s permanent personnel is as follows:
| Parent | Subsidiaries in Chile | Subsidiaries abroad | Consolidated | |||||||||||||
| Managers, deputy managers and main executives | 89 | 23 | 71 | 183 | ||||||||||||
| Professionals and technicians | 593 | 151 | 284 | 1,028 | ||||||||||||
| Other workers, salespeople and administrative | 1,174 | 426 | 506 | 2,106 | ||||||||||||
| Total | 1,856 | 600 | 861 | 3,317 | ||||||||||||