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EMC
Santiago, June 15, 2022
GG-C-10
Gentlemen
Commission for the
Financial Market
Present
Securities Registry 1133
Ref: Communicates Essential Fact
Dear Sirs,
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045, on the Market
of Securities, and in view of the fact that the following is essential with respect to the
Company and its public offering securities, we hereby communicate to
At its meeting held on June 13, 2022, the Board agreed to summon
he Extraordinary Shareholders’ Meeting to be held at the offices of the 49″ Notary of
Santiago de don Wladimir Alejandro Schramm López, located at Calle Amunátegui N*73,
Santiago Centro, on July 14, 2022, at 1:00 p.m.
REMOTE PARTICIPATION
Given the evolution of the Covid-19 pandemic that is affecting our country, the
Commission for the Financial Market issued on March 18, 2020 the Standard of
General Character N*435 and Circular Letter N*1.141, which regulate participation in
Shareholders’ meetings by remote means.
Consistent with these provisions, the Board of Directors of the Company approved the
implementation of technological means that allow its shareholders to participate and
remote voting at the Meetings, as well as the participation of the CPM representative,
in case of appearance, and of other persons who by law or regulation must attend
the same.
CEM S.A. Logroño 3871 Estación Central, Santiago – Chile, Phone: (56-2) 28705000 www.splendid.cl
EMC
In accordance with the above, the Company has provided a mechanism to participate in the meeting
extraordinary shareholders singularized above, through the use of
Remote media. To access the latter, interested shareholders
They must send no less than 3 business days in advance of the day of the meeting that is
Summons an email to the box ruben.vasquezOrheem.com stating your
interest in participating in the extraordinary meeting through the use of remote means,
In which case, on the day and time indicated, they must access via the Internet the link that they
will be informed in the letter of summons to this assembly and on the website of the Society
www.splendid.cl
The purpose of this assembly shall be to deal with the following matters:
1. Approve the voluntary cancellation of the registration of the Company and its shares
in the Securities Register of the Financial Market Commission, and that it
It shall be governed by the rules of closed joint-stock companies.
2. Broadly empower the Board of Directors to take all necessary measures, and
leading to carry out the voluntary cancellation of the registration of the
Company and its shares in the Securities Register of the Market Commission
Financial, and to materialize the consequent right to withdrawal, being able to delegate
such powers in the Administration of the Company.
3. Empower the General Manager to request the Commission for the Financial Market,
As approved by this Shareholders’ Meeting, the cancellation
voluntary of the Company and its shares in the Securities Registry, in compliance
to the provisions of Article 2, seventh paragraph, of Law No. 18,046.
In accordance with the second paragraph of Article 59 of the Companies Law
Anonymous, full copy of the documents on which the adoption of the
Options to be voted on at the Meeting, may be requested by the gentlemen
shareholders to the General Management of CEM S.A., Logroño street N*3871, Station
Central, Santiago, without prejudice to being available on the institutional website:
www.splendid.cl
RIGHT OF WITHDRAWAL
It is reported that, according to Article 2″ of Law No. 18,046, on Companies
Anonymous, approval by two-thirds or more of the voting shares, of
the voluntary cancellation of the registration of the Company and its shares in the Register
of the Securities Commission for the Financial Market, and the fact that it will be governed
by the rules of closed joint-stock companies, will grant to shareholders
Dissidents Right to withdrawal.
For the purposes of the right of withdrawal, dissenting shareholders shall be considered to be
all those in the Board who oppose the proposed agreements, and all those
who, not having attended the meeting, express their dissent in writing to the Company
within 30 days of the holding of the meeting that has been mentioned.
This period will expire on August 13, 2022.
This exercise will be carried out by means of a written communication addressed to the Company
delivered or presented at the offices of the Company’s Management located on the street
Logroño N* 3871, commune of Estación Central, Santiago, or in the offices of the
Central Securities Depository, located at Calle Los Conquistadores N*1730, 24th floor,
commune of Providencia, Santiago.
In this communication, the dissident shareholders must express their willingness to
Withdraw for disagreeing with the Board’s decision.
Dissenting shareholders may only exercise their right of withdrawal for shares that
have registered in their name in the Register of Shareholders of the Company on July 8
of 2022 and that they keep registered on the date on which they communicate to the Company their
intention to withdraw, in accordance with the provisions of article 70, final paragraph of the Law on
Corporations and Article 129 of the Regulations on Corporations.
Considering that the Company’s shares do not currently have a stock exchange presence,
and in accordance with Articles 130 and 132 N*4 of the
Corporations, the market value to be paid to shareholders
dissenters shall be equal to the carrying amount of the action determined in accordance with the last
Balance sheet of the Company presented to the Commission for the Financial Market, which to the
date of this Meeting, will be the one corresponding to March 31, 2022, value this
which is $108.159650956862 per share.
The Company will communicate to the shareholders, by means of a notice to be published in the
electronic newspaper el libero, on July 15, 2022, and on the Company’s website,
www.splendid.cl the information of the right of withdrawal, The value per share to be paid to
the shareholders who exercised their right, the term for its exercise and the date of its payment.
CEM S.A. Logroño 3871 Estación Central, Santiago – Chile, Phone: (56-2) 28705000 www.splendid.cl
PARTICIPATION IN THE BOARD
Holders of shares shall be entitled to participate in the above-mentioned Meeting.
registered in the Shareholders’ Registry five working days in advance of the date of
Celebration of the meeting that is convened.
The classification of authorisations, where appropriate, shall be made on the same day as the
assembly before said, and until the very moment of its initiation
Notices of summons to this assembly will be published on June 24, 28 and 30
2022 in the electronic newspaper El Libero.
We greet you sincerely,
And
jose pon ros0 (Jun 15, 2022 09:43 EDT)
Jose Manuel Barroso Salvestrini
General Manager
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=96a0795983f1a68b8857a59e7e0ed0a4VFdwQmVVMXFRVEpOUkVsNlRYcFpORTlCUFQwPQ==&secuencia=-1&t=1682376108
