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Mrs.
Santiago, May 31, 2022
GG 096
Solange Berstein Jáuregui
Chairman
Financial Market Commission
Av. Liberator Bernardo O’Higgins 1449,
Santiago
Present
Ref.: Cesce Chile Aseguradora S.A. – Communicates Relevant Fact
From our consideration:
We hereby inform you and in accordance with the provisions of Circulars N*662 and N*991,
to you the following Relevant Fact with respect to Cesce Chile Aseguradora S.A.:
That, as of today, May 31, 2022, the Extraordinary Shareholders’ Meeting of the
Company, where the following was discussed and agreed unanimously by the shareholders present:
Increase the share capital of $3,774,699,445 divided into 1,810,519 ordinary shares, nominative,
without nominal value, all of the same and unique series and without any privilege, to the amount of
$4,487,475,445, through the issuance of 341,859 new payment shares, ordinary, nominative,
without nominal value, all of the same and unique series and without any privilege, which must be
subscribed and paid within a maximum period of 120 calendar days from this date.
Broadly empower the Board of Directors of the Company to: i) issue the 341,859 payment shares
representative of the proposed capital increase, at the opportunity it determines; (i) Proceed to the
preferential offer and placement of payment shares among the Shareholders, in accordance with the Law; (iii)
Establish the procedure for the exercise of the legal preferential option that assists the Shareholders
to subscribe to the capital increase.
The price of the 341,859 payment shares to be issued pursuant to this increase in
capital will be $2,085 per share, a price to be paid by the Shareholders in cash
within 120 calendar days from this date. It was also present.
that the capital increase would imply the reform of the fifth article and the first transitory article
of the bylaws.
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iv. Modify the composition of the Board of Directors of the Company, increasing the number of Directors from 5
to 6 members, replacing the twelfth article of the bylaws, and proceed to the
election of the new Board of Directors.
The concurrent shareholders unanimously approved the proposals of the Chairman and agreed
increase the capital of the company, increase the number of members of the Board of Directors, proceed to the
election of the new Board of Directors and modification of the bylaws, being as follows:
“Article Fifth: The capital of the company is $4,487,475,445, divided into 2,152,378 ordinary shares,
nominative, without nominal value, all of the same and unique series and without any privilege”.
“First Transitory Article: The capital of the company of $ 4,487,475,445 is divided into 2,152,378
ordinary shares, registered shares, without par value, all of the same and unique series and without any privilege,
those that are subscribed and paid or to subscribe and pay, according to the following detail:
(i) With the sum of $3,774,699,445 divided into 1,810,519 ordinary shares, registered shares, without par value,
all of the same and unique series and without any privilege, fully subscribed and paid prior to
the Extraordinary Shareholders’ Meeting dated May 31, 2022.
(1i) In the sum of $712,776,000, divided into 341,859 ordinary shares, registered shares, without par value,
all of the same and unique series and without any privilege, representative of the capital increase agreed in
the Extraordinary Shareholders’ Meeting dated May 31, 2022. The actions that are subscribed to the effect
they must be paid within 120 calendar days from the aforementioned Meeting”.
“Twelfth Article: The Company shall be administered by a Board of Directors composed of six Directors.
Holders, who will be re-elected indefinitely, and may or may not be shareholders of the Company. The
Directors will last a period of three years in their functions, they will be renewed in full at the end of the period
and may be re-elected indefinitely. The functions of the Directors may be remunerated
and the amount of remuneration shall be fixed annually by the shareholders’ meeting. There are no Directors
Alternates”.
Given the agreement of the Board, in the sense of approving the increase in the number of members of the Board of Directors
of the Society, from 5 to 6 members, the President pointed out that, for this purpose, since according to the
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Article 38 of Law 18,046, on Corporations, the Board of Directors can only be revoked in its
In total, the current Board of Directors should be revoked and a new one appointed.
In view of the foregoing, it was agreed by the unanimity of the shareholders the total revocation of the Board of Directors and
approve the election of the new Board of 6 members, for a new statutory period of 3 years counted
from the date of the Meeting, which will be composed of the gentlemen:
Javier Guzmán-Barrón Escobedo (President)
Javier Sacristán Chicharro.
Victor Cabezas Lopez.
María Isabel Torremocha Baranda.
Alejandro Gandía Alapont.
DO4 PUT PP
Christian Torres Arenas.
The Directors will assume their functions and positions from the legalization of the reform of statutes that gives
account of the resolutions adopted by the Board. Consequently, the current Board of Directors of the Company
shall continue in his functions until the formalities of publication and registration have been fulfilled
of the pertinent extract of the public deed to reduce the minutes of the meeting in comment and, in any
case, until the Board of Directors of the Company meets once this reform of the bylaws has been legalized.
We inform you that, within the legal deadlines, we will proceed to send a copy to this Commission of the Act of
this Extraordinary Shareholders’ Meeting.
Yours sincerely yours,
FULVIO Signed
digitally by
FEDERICO FuLvio FEDERICO
PERSICO PERSICO PERROT
Date: 2022.05.31
PERROT 16:37:16 -04’00’
Fulvio Persico Perrot
Prosecutor
CESCE CHILE ASEGURADORA S.A.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=207f9335ea90ce43553e2e29c3383606VFdwQmVVMXFRVEZOUkVsNFRXcGpOVTVSUFQwPQ==&secuencia=-1&t=1682376108
