ESSENTIAL FACT
ALMENDRAL S.A.
REGISTRATION REGISTRY OF SECURITIES N° 180
Santiago, March 31, 2023
GG 04/2023
Gentlemen
Financial Market Commission
PRESENT
Dear Sir or Madam:
Being duly empowered to this effect, I inform you that the board of directors of Almendral S.A., in a session held on this same date, agreed to convene an ordinary shareholders’ meeting, to be held on April 28, 2023 at 9:00 a.m., which will be held in hybrid form from the room located at Aurelio González No. 3390, 1st floor, commune of Vitacura, and through the web access and electronic registration and voting service “Click$cVote” provided by DCV Registros S.A., in order to submit to the knowledge and approval of the shareholders the following matters of this type of meetings:
1) Examination of the situation of the company and the reports of the external auditors for the financial year 2022.
2) Approval or rejection of the report, balance sheet, income statement and other financial statements presented by the directors and the report of the external auditors for the financial year 2022.
3) Distribution of profits obtained during 2022 and the dividend distribution and payment policy.
4) Fixing of remuneration of the directors of the company.
5) Appointment of external auditors for the financial year 2023.
6) Designation of private risk classifiers.
7) Give an account of operations with people related to the company.
8) Fixing of remunerations for the directors who are members of the committee referred to in Article 50 bis of Law 18,046 on Corporations and fixing the budget of operating expenses for said committee.
9) Fixing of the newspaper in which the social publications will be made until the celebration of the next ordinary meeting of shareholders.
10) Any other matter of social interest that is specific to the ordinary meeting, according to the Law and the statutes of the company.
In accordance with the provisions of NCG No. 435 and Circular No. 1141 both of the Commission for the Financial Market (“CMF”), the board of directors of Almendral S.A. agreed that it will allow the participation of shareholders in the meeting through the use of technological means that will enable for this purpose; which must guarantee (i) the identity of the shareholders and their proxies, (ii) the participation of CMF in case it wishes to attend and (iii) the simultaneity or secrecy in the votes that are made.
RELEVANT INFORMATION
1) Report and Financial Statements: In accordance with the provisions of the current numeral 3.1. of Section II of General Standard No. 30 dated November 10, 1989 of the Superintendency of Securities and Insurance, today CMF, the publication of the balance sheet and financial statements as of December 31, 2022 was made on the company’s website – www.almendral.cl – dated January 31, 2023.
2) Definitive Dividend: The Board of Directors, at the same meeting on March 31, 2023, agreed to propose to the ordinary shareholders’ meeting to be convened, to distribute as a final dividend a total amount of Ch$18,017,579,131, charged to the profits of the year ended December 31, 2022, equivalent to $1 per share.
3) Comparative analysis of audit services: For its part and in accordance with the provisions of Article 59 of Law No. 18,046 on Corporations, at the registered office – Aurelio González No. 3390, Of. 402, commune of Vitacura – shareholders will also be able to access the copy of the financial statements and memory of the company, and the other background of the matters that are the subject of the summons to the ordinary meeting of shareholders that is cited, which will also be available to shareholders on the website of the company – www.almendral.cl-. Specifically, and in compliance with the provisions of Circular No. 764 dated December 21, 2012 of the CMF, as of April 21, 2023, information regarding the comparative analysis of the services offered by external audit firms, which the board of directors took into consideration to propose the external audit firm for the year 2023, will be accessible. that will submit to the knowledge and designation of the ordinary meeting of shareholders that is convened.
4) Participation in the Meeting of Shareholders and Powers: In accordance with the legal regulations in force, the holders of shares that are registered in the register of shareholders of the company will have the right to participate in the meeting that is convened and exercise their right to speak and vote, 5 business days before the date of its celebration, that is, as of April 22, 2023. To remotely attend the ordinary meeting, shareholders with the right to participate or their representative must register through box [email protected] in accordance with the instructions to prove their identity and / or power of attorney that will be published on the company’s website – www.almendral.cl-. This remote participation registration can be done until 2:00 p.m. on April 26, 2023. Likewise, we ask shareholders who wish to send the updated email address to [email protected] in order to keep them informed about the mechanism of holding and participation in the meeting, as well as enabling their eventual participation by remote means. The qualification of powers, if applicable, will be made on the same day of the meeting, at the time of its beginning, in the place where it will be held.
Yours sincerely yours,
General Manager
Almendral S.A.
c.c.: Santiago Stock Exchange – Stock Exchange
Bolsa Electrónica de Chile – Chilean Stock Exchange
Fitch Ratings Risk Rating Agency.
ICR Risk Classifier
Notices: Notices of summons to the board will be published in the electronic newspaper El Líbero on April 17, April 20 and April 25, 2023.
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=52e79d1dedf90189ba071025d1fa7a14VFdwQmVVMTZRWHBOUkVWNlRucE5OVTlSUFQwPQ==&secuencia=-1&t=1682376108
