E Colbun
Santiago, March 30, 2023
GG No 011/23
Gentlemen
Financial Market Commission
Present
Registration of Securities Registry No. 0295
Ref.: ESSENTIAL FACT.
Announces call for Shareholders’ Meetings of Colbún S.A.
Dear Sir or Madam:
By virtue of the provisions of article 9 and second paragraph of article 10% of the Market Law of
Securities, in accordance with the provisions of Article 63 of the Law on Corporations and
established in the General Rule No. 30 of the Commission under your charge, being duly
I hereby communicate to you the following essential information regarding the Company:
The Board of Directors of Colbún S.A., at its meeting on March 28, 2023, adopted the following resolutions:
1.- To summon the shareholders of the company to an Ordinary Shareholders’ Meeting, to be held on the day
Wednesday, April 26, 2023, at 12:00 hrs., which will be carried out in hybrid form from the offices of the
society, located at Avda. Apoquindo N° 4775, Piso 3, commune of Las Condes, Santiago, and through
a web access that will be communicated in a timely manner to the shareholders, in order to submit to the
Consideration of the shareholders of the company the following matters:
(1) Examination of the situation of the Company and report of the External Auditors and
Account Inspectors;
(ii) Approval of Annual Report and Financial Statements as of December 31, 2022;
(iii) Distribution of profits and distribution of dividends;
(iv) Approval of the company’s investment and financing policy;
(v) Policies and procedures on profits and dividends;
(vi) Appointment of External Auditors for the financial year 2023;
(vii) Appointment of Auditors and their remuneration;
(viii) Election of the Board of Directors;
(ix) Determination of the remuneration of the Directors;
(x) Report on the activities of the Directors’ Committee;
(xi) Setting the remuneration of the Directors’ Committee and determining its budget;
(xii) Information on Board resolutions related to acts and contracts governed by
Title XVI of Law No. 18.046,
(xiii) Designation of the journal in which notices of summons to meetings of
Shareholders; and
(xiv) Other matters of social interest within the competence of the Board.
2.- Convene an Extraordinary Shareholders’ Meeting for Wednesday, April 26, 2023,
be held immediately after the Ordinary Shareholders’ Meeting, which will be held in
hybrid from the offices of the Company, located at Avda. Apoquindo 4775, 3rd floor, commune of
Las Condes, Santiago, and through a web access that will be communicated in a timely manner to the
shareholders, in order to submit to the consideration of the shareholders of the Company the following
matters:
1. Introduce amendments to the bylaws in the following matters, in the terms
That the Board freely agrees:
(i) Expand the corporate purpose, in order to contemplate in it activities related to the
production, transport and marketing of fuels, in particular
hydrogen, ammonia and methanol, without prejudice to others, as well as in activities
related to the production of desalinated water and the commercialization of water and the
Provision of services related to these matters, without prejudice to other
modifications to the object that may be agreed by the Board;
(ii) Eliminate the provisions required by Title XII of Decree Law 3,500 for
Public limited companies covered by the regime contemplated therein, which correspond to
to the following:
(A) – Article Fifth Bis containing shareholding concentration limits;
(B) Article Sixteenth Bis relating to the approval of related transactions;
(C) Article Twenty-Seventh Bis, concerning the obligation to submit for approval
of shareholders at ordinary meetings, investment policy and
financing;
(D) of Article Twenty-Eighth, relating to matters to be dealt with at the meetings
extraordinary shareholders, the final part of point (d) relating to disposal
50% or more of the liabilities and the full letter (f) relating to the disposal of assets
essential and the creation of security rights therein; and
(E) Article Thirty-Fourth Bis regulating the right to special withdrawal of
Pension Fund Administrators.
(iii) Update all references in the Company’s bylaws to the Superintendence of
Securities and Insurance replacing them with the Commission for the Financial Market.
(iv) Modify and, where appropriate, eliminate the express provisions relating to the quorum of
Approval of certain matters by ACC boards
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=ea8e3a409ec2e6c7c839e81c5d76a522VFdwQmVVMTZRWHBOUkVWNlRYcG5NMDFCUFQwPQ==&secuencia=-1&t=1682376108
