Pa
to
BLUMAR
SEAFOODS
ESSENTIAL FACT
BLUMAR S.A.
Registration Registry of Securities No. 0415
Santiago, May 25, 2022
Mrs. Solange Berstein Jáuregui,
President of the Financial Market Commission,
Present:
Dear Sir or Madam:
The undersigned, duly authorized, in his capacity as General Manager of the public limited company called BLUMAR S.A., hereinafter also the “Company” or the “Company”, both domiciled in Santiago, Calle Magdalena 181, office 1301 south, commune of Las Condes, and being duly authorized, communicates to you the following essential information regarding the Company, By virtue of the provisions of Article 9 and paragraph 2 of Article 10%, both of Law No. 18,045, and in General Rule No. 30, of the Superintendency of Securities and Insurance, today the Commission for the Financial Market:
In Extraordinary Meeting of the Board of Directors of my represented, held on May 23, 2022, the following Usual Operations Policy was agreed, among other matters:
USUAL OPERATIONS POLICY
BLUMAR S.A.
I. Introduction:
In accordance with the provisions of article 147, second paragraph, letter b) of Law 18,046 on Corporations (hereinafter the “Law”) and article 171 of the Regulations of Corporations, the Board of Directors of Blumar S.A. (hereinafter also the “Company”) in its session dated May 23, 2022 has approved the following Policy of Usual Operations between related parties, in consideration of the social turn.
Blumar S.A. may only enter into transactions with related parties when:
I. Are intended to contribute to the social interest;
ii. adjust in price, terms and conditions to those prevailing in the market at the time of their approval; and
iii. comply with the requirements and procedures described in paragraphs 1) to 7) of article 147 of the Law.
Notwithstanding the foregoing, the Law allows certain operations with related parties to be executed without the requirements and procedures described in paragraphs 1) to 7) of Article 147 of the Law, with prior authorization from the Board of Directors, which was granted at a session held on January 25, 2010. These operations are as follows:
a) Operations that are not of relevant amounts, understood as any act or contract that does not exceed 1% of the social assets or whose value is less than 2,000 UF and that, in any case, does not exceed 20,000 UF;
b) Transactions between legal entities in which the Company owns, directly or indirectly, at least 95% of the ownership of the counterparty;
c) Operations that, in accordance with the Usual Operations Policy approved by the Board of Directors of the Company, are ordinary in consideration of the corporate business.
II. Objective of the Policy of Usual Operations.
The purpose of this Policy of Usual Operations is to determine the usual operations of the Company that, being ordinary or recurring in consideration of the corporate line, may be carried out, executed and / or celebrated with related parties without the special requirements established in article 147 of the Law.
III. Usual operations.
For the purposes of this policy, the following are considered ordinary business operations, provided that they are carried out between the Company and any of its subsidiaries or affiliates:
1. The provision of administration, finance, accounting services, information technology and computing, management and administration of personnel.
2. Acquisition, lease and sublease of offices, venues and equipment necessary for the operation of the company.
3. Execution of all kinds of financial operations, such as loans, financing of working capital or investments, commercial current account contracts, investments of surplus cash, and other transactions necessary for the management of resources and compliance with the social turn.
4. Granting of guarantees, but only with respect to subsidiaries of Blumar S.A.
5. Purchase and sale of inputs necessary for the correct development of the social turn.
6. Purchase and sale of finished products, salmonid and pelagic species in the different stages of processing.
7. Contracting of operational and logistical services with respect to marine products and species exploited, cultivated, produced and marketed by Blumar S.A. its subsidiaries and affiliates, such as maquila processing, storage, cold or freezing services, land, sea or air transfer services.
In any case, the subscription and materialization of the usual operations must be carried out in accordance with the general and special powers granted by the Board of Directors of Blumar S.A., provided that said operations are intended to contribute to the social interest and are adjusted in price, terms and conditions to those operations that prevail in the market at the time of its celebration.
The General Manager or the Administration and Finance Manager shall report at least semiannually to the Company’s Directors’ Committee on the usual transactions with related parties that were carried out under this Usual Operations Policy during the previous period.
However, the Policy referred to above may not authorize the signing of acts or contracts that commit more than 10% of the Company’s assets.
IV. Advertising.
This Policy was informed as an essential fact to the Commission for the Financial Market, and will be available to shareholders on the website www.blumar.com and at the offices of the company located at Magdalena 181, office 1301 south, commune of Las Condes, Santiago.
We believe that the information contained herein shall have no effect on our financial statements and should not affect the value of the Company’s shares.
Without further ado, he greets you very sincerely.
Albontín Fox
General Manager
C.C. Santiago Stock Exchange
Electronic Stock Exchange of Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=fa68c2b38a5bd3ea03551a0aa9e352f0VFdwQmVVMXFRVEZOUkVsM1RrUkZkMDFuUFQwPQ==&secuencia=-1&t=1682376108
