EColbun
Santiago, April 27, 2023
GG N°018/2023
Mrs. Solange Berstein
President
Financial Market Commission
Present
Registration of Securities Registry No. 0295
Ref: ESSENTIAL FACT
Informs agreements of Shareholders’ Meetings and Extraordinary Board of Directors of Colbún S.A.
Dear Sir or Madam:
By virtue of the provisions of Article 9 and second paragraph of Article 10 of the Securities Market Law, in accordance with the provisions of Article 63 of the Law on Corporations and the provisions of General Rule No. 30 of the Commission under your charge, being duly empowered, I hereby communicate to you the following essential information regarding the Company:
1.- At the Ordinary Shareholders’ Meeting held yesterday, April 26, 2023, the following resolutions were adopted:
1. Election of the Board of Directors: The Board of Directors of the Company was completely renewed, and Mrs. Vivianne Blanlot Soza, Mrs. Maria Emilia Correa Pérez and Mr. Marcela Angulo González, and Mr. Hernán Rodríguez Wilson, Mr. Bernardo Larraín Matte, Mr. Jaime Maluk Valencia, Mr. Francisco Matte Izquierdo, Mr. Rodrigo Donoso Munita and Mr. Juan Carlos Altmann Martín were elected.
2. It was agreed to appoint EY Servicios Profesionales de Auditoría y Asesorías SpA as an external audit firm for the year 2023.
3.- It was approved to distribute a final dividend in the amount of US$ 64,466,791.00 corresponding to US$ 0.00368 per share, which added to the provisional dividend of US$ 83,517,529.90, corresponding to US$ 0.00476 per share, approved at the Board Meeting on November 29, 2022 and paid on December 16, 2022, would amount to a total dividend of US$ 147,984,320.90; which corresponds to 50% of the Distributable Net Profit of the year 2022. Additionally, it was agreed to distribute an additional dividend charged to the profits of the year 2022 in the amount of US$75,000,000.00 corresponding to US$0.00428 per share.
The proposed dividends will be paid in United States dollars or Chilean pesos as of May 12, 2023, to shareholders registered in the respective registry at midnight on the fifth business day prior to the date of payment, in accordance with the Company’s usual procedures for the payment of dividends.
II.- At the Extraordinary Shareholders’ Meeting held yesterday, April 26, 2023, the following resolutions were adopted:
1. Introduce amendments to the bylaws in the following areas:
i. Expand the corporate purpose, in order to include activities related to the production, transport and marketing of fuels, in particular hydrogen, ammonia and methanol, without prejudice to others, as well as activities related to the production of desalinated water and the commercialization of water and the provision of services related to said matters;
ii. Update all references in the Company’s bylaws to the Superintendency of Securities and Insurance replacing them with the Financial Market Commission.
iii. Modify the article relating to the formalities of summons to shareholders’ meetings, in order to adapt it to the current legal provisions on the matter.
iv. Eliminate Article Thirty-Third that expressly contemplates the signing of an attendance sheet by those attending shareholders’ meetings, so that the attendance of shareholders is recorded in accordance with the provisions of the law.
v. Eliminate the express requirement that the balance sheet express the new value of the Company’s capital, as this is not applicable under the application of IFRS.
vi. Modify and, where appropriate, eliminate the express obligations to publish the audited financial statements in a journal of the registered office and to make available to shareholders the memory, balance sheet, inventory, minutes, books and reports of the auditors prior to the shareholders’ meeting, so that these matters are governed only by the applicable legal and regulatory provisions and the instructions of the Financial Market Commission.
vii. Modify the dispute resolution procedure, establishing a mixed arbitrator instead of an arbitrator arbitrator, whose appointment must be made in accordance with the arbitration rules of the Arbitration and Mediation Center of the Santiago Chamber of Commerce A.G.
It was agreed to increase the capital of the company from the sum of 1,282,793,237 United States dollars with 31 cents, divided into 17,536,167,720 ordinary shares, registered in a single series, of equal value each and without par value, which is fully subscribed and paid, to the amount of 1,335,387,552 United States dollars and 13 cents, divided into the same number of shares, that is, without the issuance of new payment shares, through the capitalization of the equity account called “Higher Value Placement of shares or Issue Premium”, in the amount of 52,594,314.82 United States dollars.
It was agreed to approve a new consolidated text of the Bylaws containing all the amendments approved by the meeting, the only one that will govern the Company from now on, modifying for this purpose the correlative numbering of the articles and the references that may be necessary for their correct intelligence.
III.- Finally, at the Extraordinary Board meeting held yesterday, April 26, 2023, the following resolutions were adopted:
1. Mr. Hernán Rodriguez Wilson; and as Vice-President Mr. Bernardo Larrain Matte.
2. And Mrs. Maria Emilia Correa Pérez and Marcela Angulo González, and Mr. Rodrigo Donoso Munita.
Without further ado, greet sincerely
COLBÚN S.A.
Av. Apoquindo 4775, 11th floor, Las Condes, Santiago – Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=558ba7e3ef15f274783a7a3f794c8fd4VFdwQmVVMTZRVEJOUkVVMFRVUm5lazlSUFQwPQ==&secuencia=-1&t=1682655001
