Santiago, April 1, 2022
ESSENTIAL FACT 02/22
FALABELLA S.A.
REGISTRATION REGISTRY OF VALUES 582
In compliance with the provisions of article 9 and second paragraph of article 10 of Law n.2
18.045, on the Securities Market, and in the Commission’s General Standard n.2 30 for the
Financial Market (hereinafter, the “CMF”); and, in order to disclose truthfully, sufficiently
and timely the essential facts and information relating to Falabella S.A. (hereinafter, the
“Company”), its business and the securities issued by it that are the subject of a public offer, in
the time when the event occurred or came to your knowledge; I come to inform the
market in general and the CMF as an ESSENTIAL FACT relating to the Company, which in session
ordinary held on April 1, 2022, its Board of Directors (hereinafter, the “Board of Directors”) convened
to the shareholders of the Company at the ordinary meeting, in accordance with the details below.
L CALL FOR ORDINARY SHAREHOLDERS’ MEETING 2022.
The Board of Directors summoned the shareholders of the Company to an ordinary meeting (hereinafter, the “Meeting”).
Ordinary”), for Tuesday, April 19, 2022, starting at 3:00 p.m., in the Alamo AB Room
of the Courtyard by Marriott Hotel, located at Av. Kennedy n.? 5.601, 7th floor, Las Condes, Santiago;
board in which; addressed the COVID-19 pandemic (hereinafter, the “Pandemic”) and measures to
their containment that imported restrictions on the holding of public events (hereinafter, the
“Sanitary Measures”), and in accordance with the provisions of the CMF in its General Standard n.2
435 and its circular letter n.2 1.141; Shareholders may participate: i) In person, for the event
if possible according to the Sanitary Measures, in quantity that added to the persons who
conduct the Ordinary Meeting, and in order of arrival, do not exceed the maximum capacity then
allowed in the place of celebration of the Ordinary Meeting, according to the Sanitary Measures, and
provided that they allow the presence of at least 10 persons; or, (ii) through
Videoconferencing and electronic voting through the remote registration and voting system of
DCV Registros S.A., a subsidiary of Depósito Central de Valores S.A., Depósito de Valores (hereinafter, the
“CSD”), having been previously registered in accordance with the instructions to be published from
from April 4, 2022, on the website of the Company https://investors.falabella.com, until
14:00 hours on April 18, 2022.
MM. MATTERS OF THE ORDINARY MEETING.
It will correspond to the Ordinary Meeting to know all the matters that according to the law are of its
competence.
The subjects of the table of the Ordinary Meeting are the following:
1. 2021 Annual Report: pronouncement of the Ordinary Meeting on the Company’s annual report
corresponding to the year ended December 31, 2021 (hereinafter,
respectively the “Annual Report” and the “Financial Year 2021”).
2. Balance Sheet 2021: pronouncement of the Ordinary Meeting on the balance sheet
consolidated and audited of the Company corresponding to the Fiscal Year 2021 (hereinafter, the
“Balance”).
3. Income Statement 2021: pronouncement of the Ordinary Meeting on the income statement
consolidated and audited of the Company corresponding to the Fiscal Year 2021.
4. Opinion of the External Auditors: pronouncement of the Ordinary Meeting on the report of
the Company’s external auditors for the 2021 financial year.
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5. Distribution to the Company’s Shareholders of the Profits for the 2021 Financial Year: determination
by the Ordinary Meeting of the payment of a definitive and final dividend charged to profits
distributable liquids for Fiscal Year 2021 (hereinafter, the “2021 Profits”).
6. Destination of the 2021 Undistributed Profits: pronouncement of the Ordinary Meeting on the
destination that will be given to the part of the 2021 Profits that will not be distributed to the
shareholders of the Company.
7. Dividend Policy for 2022: pronouncement of the Ordinary Meeting on the
Company’s dividend payment policy for the year ending December 31
of 2022 (hereinafter, the “2022 Financial Year”).
8. Remuneration of the Directors: determination by the Ordinary Meeting of the amount of the
remuneration of the members of the Board of Directors for the time that elapses between the realization
of the Ordinary Meeting and of that ordinary meeting of shareholders that takes place in the first
four-month period of 2023 (hereinafter, the “2022/2023 Period”).
9. Appointment of the External Auditors for the Financial Year 2022: election by the Ordinary Meeting of
who will be the external auditors of the Company for the Fiscal Year 2022.
10. Appointment of Risk Rating Agencies for the Period 2022/2023: election by the Board
Ordinary of who will be the risk rating agencies of the securities issued by the
Society for the Period 2022/2023.
11. Dation of the Account of Related Party Transactions: receipt by the Board
Ordinary of the Board of Directors’ account of transactions between related parties entered into
during the 2021 fiscal year, regulated in Title XVI of Law n.2 18,046, on Companies
Anonymous (hereinafter, the “LSA”).
12. Account of the Directors’ Committee: receipt by the Ordinary Meeting of the account for the management of the
Committee of Directors of the Company established pursuant to, and in accordance with, the
Article 50 bis of the LSA (hereinafter, the “Directors’ Committee”), during the 2021 Financial Year.
13. Remuneration of the Members of the Directors’ Committee: determination by the Ordinary Meeting
of the remuneration to be received by the directors of the Company who are members of the Committee
of Directors, in accordance with the law and in addition to those allowances that correspond to them as far as
members of the Board of Directors, for the Period 2022/2023.
14. Budget of Expenses of the Directors’ Committee: determination by the Ordinary Meeting of the
budget of the Committee of Directors, for the period 2022/2023, for the expenditure of
Operation of this committee and the contracting of consultancies and services in matters of its
competence.
15. Journal for Social Publications: determination by the Ordinary Meeting of the newspaper in which it is
will make the publications of the Society that the law orders during the Period 2022/2023.
Ll. PROPOSALS TO THE ORDINARY SHAREHOLDERS’ MEETING.
DIVIDEND PROPOSAL
It will be proposed to the Ordinary Meeting: i) that of the 2021 Profits, a definitive dividend be paid and
final charge to them, of $ 65 per share, which added to the provisional dividend of $ 30 per
Action paid on September 29, 2021, would result in a total of $95 per share charged
to 2021 Profits, amounting to a distribution of 36.49% of 2021 Profits; (ii) that such
dividend is paid on April 28, 2022 to shareholders registered in the Register of Shareholders
of the Company as of April 22, 2022; iii) that the payment of the proposed dividend is made through
of bank deposits or direct withdrawal by the shareholders of the respective voucher seen in their name in
any of the branches of Banco de Crédito Inversiones, BCI, in the country; and, iv) that with respect to
to the dividend paid to shareholders on April 28, 2022, they have the possibility of
Access to the transitory and optional legal regime established in the twenty-fifth transitory article
of Law n.2 21.210, having given prior instruction and authorization to the Company so that, of the
the amount of the dividend to which they are entitled, is withheld and paid as a single tax, and
substitute of the FUT (ISFUT) 13.94396% of the amount of the dividend under said regime and that
corresponds by its actions, instruction and authorization that the shareholders interested in exercising
this option must be sent to the Company before 2:00 p.m. on April 26, 2022,
through the form called “Final Tax Substitute Tax Payment Instructions”.
This form will be available to shareholders from April 4, 2022 on the site
website of the https://investors.falabella.com Company, from which it can be downloaded, and must
be sent to the Company in accordance with the instructions contained therein. Regarding
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shareholders who have not given such instruction and authorization in a timely manner, the amount of the
dividend will be subject to the general taxation regime in accordance with Decree Law n.2 824 of
1974 of the Ministry of Finance containing the Income Tax Law. For more information
on the optional regime of ISFUT, the Company will make available to shareholders the
document entitled “Information on the optional regime of substitute tax of the
final taxes”, which will be available from April 4, 2022 on the website
of the https://investors.falabella.com Society.
OTHER PROPOSALS TO THE ORDINARY MEETING
All the proposals that the Board of Directors will take to the Ordinary Meeting regarding the matters
indicated above, including the payment of the final and final dividend referred to above,
as well as the documents that explain, substantiate and detail the matters that will be submitted to the
knowledge and approval of the Ordinary Meeting, and the explanation of the voting system that is
will be available to shareholders from April 4
of 2022 on the website of the https://investors.falabella.com Society.
Likewise, as soon as the Sanitary Measures allow it, as of that date the shareholders of the
Company may obtain, at the registered office, located at Catedral 1401, 14th floor, commune and city
of Santiago, copy of the documents indicated above.
IV. PARTICIPATION IN THE ORDINARY MEETING.
The holders of shares who are
registered in the register of shareholders of the Company until midnight on the fifth previous business day
to the Ordinary Meeting, that is, until midnight on April 11, 2022. The rating of
powers, if applicable, will be made on the day of the Ordinary Meeting at the time it begins.
V. NOTICES OF SUMMONS TO THE ORDINARY MEETING.
The first notice of summons to the Ordinary Meeting will be published in the electronic journal
http://www. latercera.com on April 4, 2022.
SAW. PUBLICATION OF THE BALANCE SHEET, FINANCIAL STATEMENTS AND [NOTES ON THE ACCOUNTS]
In accordance with the provisions of article 75 of the LSA and in circular letter n.2 444 of the CMF, the
Report and Balance Sheet will be made available to shareholders as of April 4,
2022 through its publication on the website of the https://investors.falabella.com Society.
VII. IMPACT OF THE PANDEMIC ON THE ORDINARY MEETING.
The Sanitary Measures that are in force at the date of the Ordinary Meeting could impact
the celebration of the same, both with respect to the modality of its celebration, and the possibility
to carry it out, at all, within the period ordered by law. In consideration of the above, and
provided by the CMF in its General Standard n.2 435 and its Circular Letter n.2 1.141, which
have authorized the use of technological means that allow participation and voting in meetings of
open public limited companies, of shareholders who are not physically present in the
place of its celebration, the Company will make available to its shareholders the aforementioned means
technological so that shareholders can also participate in the Ordinary Meeting in a way
Remote.
To participate remotely in the Ordinary Meeting, shareholders entitled to participate in the
It must be previously registered in accordance with the instructions that will be published from the
April 4, 2022, on the website of the https://investors.falabella.com Company. This record
Remote participation can be done until 2:00 p.m. on April 18, 2022. The
Shareholders so registered will receive by e-mail, to the address provided on the occasion
of their enrollment, the link and access code that will allow them to participate in the Ordinary Meeting
remotely and vote electronically in it. On the day of the Ordinary Meeting, the shareholder
You must access the web platform that will be available for this purpose with the access code (number of
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control) that will be delivered, to attend the Ordinary Meeting and vote electronically. The service of
electronic registration and voting employees are provided by DCV Registros S.A., a subsidiary of the Depository
Central de Valores S.A.
AR
Gaston Bottazzini(1Apr. 2022 13:27 ADT)
Gaston Bottazzini
General Manager
Falabella S.A.
CC. Stock Exchange
Electronic Stock Exchange of Chile
Banco de Chile / Representatives of Bondholders
Banco Santander / Representatives of Bondholders
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Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=9b62cabb2374a9ed5993f011776943e6VFdwQmVVMXFRVEJOUkVWNVRucHJlRTFSUFQwPQ==&secuencia=-1&t=1682376108
