DocuSign Envelope ID: 92D4E98B-2BAA-4E2A-AEAB-D61E20663383
ESSENTIAL FACT
CAP S.A.
Registration in the Securities Registry No. 0131
Santiago, July 8, 2022
Mrs. Solange Berstein Jáuregui
President
Financial Market Commission
Present
From our consideration:
In accordance with the provisions of Article 9 and Article 10, second paragraph, of Law No. 18,045 on the Securities Market, and with the provisions of General Standard No. 30, we inform you, as an Essential Fact, that in its ordinary meeting held yesterday the Board of Directors of the Company agreed to the following:
(a) To appoint Mr. Stefan Franken Osorio as Interim General Manager of the Company, effective as of that date.
(b) Approve the Company’s general policy on related party operations and general regularity policy, the text of which is attached below. It is also reported that these policies were known and approved by the Board of Directors of the Company, in a meeting held on the same date.
Yours sincerely yours,
DocuSigned by:
Jorge Salvadíerra
Chairman of the Board
Cc: Santiago Stock Exchange
Electronic Stock Exchange of Chile
GENERAL POLICY ON RELATED PARTY TRANSACTIONS AND GENERAL REGULARITY POLICY
The Board of Directors of CAP S.A. (hereinafter, “CAP”), at a meeting dated July 7, 2022, agreed to modify the general policy on operations with related parties and the general policy of regularity, the updated text of which is included below. It is noted that, additionally, these policies were known and approved by the Committee of Directors of CAP, in a session dated July 7, 2022.
(a) General principle.
By virtue of the provisions of Article 147 of Law No. 18,046 on Corporations (hereinafter, the “LSA”), all negotiations, acts, contracts or operations that CAP celebrates with its related parties must be aimed at contributing to the social interest, adjusting in price, terms and conditions to those that prevail in the market at the time of its approval, and comply with the requirements and procedures established in paragraphs 1) to 7) of the aforementioned article 147 of the LSA.
These operations must be previously examined by the Committee of Directors of CAP, as prescribed in article 50 bis of the LSA, which must issue a report regarding them, a copy of which will be sent to the CAP Board of Directors to be read at the session in which its approval or rejection is resolved.
B) Exceptions.
Article 147 of the LSA authorizes the following operations to be carried out without complying with the requirements and procedures established in paragraphs 1) to 7) of the aforementioned article, subject to approval by the Board of Directors: (i) those that are not of relevant amount; (ii) those carried out between legal entities in which the company owns, directly or indirectly, at least 95% of the ownership of the counterparty; and (iii) those that, in accordance with the general policy of regularity approved by the Board of Directors, are ordinary in consideration of the corporate business, and do not exceed 10% of the company’s assets.
Consequently, the following are included among the operations referred to in the preceding paragraph:
1. Operations that are not of relevant amount.
For these purposes, it will be understood that any act or contract that exceeds 1% of the social patrimony is of relevant amount, provided that said act or contract exceeds the equivalent of 2,000 units of promotion and, in any case, when it exceeds 20,000 units of promotion. It is presumed that all those that are perfected in a period of 12 consecutive months by means of one or more similar or complementary acts in which there is identity of parties, including related persons, or object constitute a single operation.
Notwithstanding the foregoing
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=7b61ce1e33dbf0479441e197b108ae8cVFdwQmVVMXFRVE5OUkVreVRtcEJORTFCUFQwPQ==&secuencia=-1&t=1682376108
