Almendral S.A.
ESSENTIAL FACT
REGISTRATION REGISTRY OF SECURITIES N° 180
Santiago, April 28, 2023
GG 07/2023
Gentlemen,
Financial Market Commission
PRESENT
Dear Sir or Madam:
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on the Securities Market and being duly empowered to do so, I inform you that at the ordinary shareholders’ meeting of Almendral S.A., held on this same date, the shareholders of the company adopted the following resolutions:
1) The report, the statement of financial position, the income statement and other financial statements presented by the directors and the report of the external auditors Price Waterhouse Coopers Consultores Auditores SpA (PwC) for the business year 2022 were approved.
2) It was agreed to give definitive character to the provisional dividend agreed to be distributed by the board of directors during the year 2022, for a total amount of Ch$91,889,653,568.-, as well as to distribute a definitive dividend of $1.- per share charged to profits of the year 2022, that is, for the total amount of Ch$18,017,579,131.-. This dividend will be paid to shareholders as of May 23, 2023. In this way, the total dividends distributed against the profits of the year 2022, corresponds to 45.2% of total profits.
3) It was agreed to maintain a dividend policy that is compatible with the obligations of the company and its subsidiaries, with the performance of the company and its investments, not being less than 30% in accordance with the provisions of Law No. 18,046 on Corporations.
4) It was agreed to appoint the external audit firm PwC as administrative auditors and, as risk rating agencies, Fitch Ratings and ICR, to classify the company’s shares and the debt instruments it issues.
5) The related operations were reported in accordance with the provisions of Title XVI of Law No. 18,046 on Corporations.
6) The remuneration for the proposed board of directors for the year 2022 of 35 UTM per month for each director was approved, corresponding to the vice president 50% more of that sum and the president double the amount indicated.
7) It was agreed to set an annual budget of 300 UTM for the directors’ committee referred to in Article 50 bis of Law No. 18,046 on Corporations, and established as the monthly remuneration of the directors that comprise it, the amount of 12 UTM, which will be paid in addition to their fees set as director.
8) It was agreed that the newspaper where the publications of summons to ordinary and extraordinary meetings of shareholders and payment of dividends and other social rights will be made, will be the electronic newspaper El Líbero.
Yours sincerely yours,
c.c.: Santiago Stock Exchange – Stock Exchange
Bolsa Electrónica de Chile – Chilean Stock Exchange
Fitch Ratings Risk Rating Agency.
ICR Clasificadora de Riesgo Ltda.
Aurelio Gonzalez 3390,
Of. 402. Viña del Mar
Phone: (5)
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=830d27ca12d0648d89a019a261b54b19VFdwQmVVMTZRVEJOUkVVMFRrUkplVTVCUFQwPQ==&secuencia=-1&t=1684470982
