INSURANCE
ESSENTIAL FACT .
HDI SEGUROS DE GARANTÍA Y CREDITO S.A.
Santiago, March 29, 2023
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Communicates essential fact.
Resolutions adopted at the Extraordinary Shareholders’ Meeting.
From our consideration,
By virtue of the present, being duly empowered by the Board of Directors of HDI SEGUROS
DE GARANTÍA Y CRÉDITO S.A. (the “Company”), and in accordance with the provisions of the regulations
In force of this Commission, I communicate to you as an Essential Fact, the following:
That, on March 28, 2023, an Extraordinary Shareholders’ Meeting was held (the
“Meeting”) of the Company where it was unanimously agreed by the shareholders present
Approve the following:
1. The related party transaction consisting of the merger by incorporation of HDI
SEGUROS DE GARANTÍA Y CRÉDITO S.A. in HDI SEGUROS S.A., dissolving the first,
transferring to HDI SEGUROS S.A. en bloc all the assets and liabilities of the
first.
2. The documents on which the merger was based, in particular the
audited financiers of HDI Seguros S.A. and HDI Seguros de Garantía y Crédito S.A.
As of December 31, 2022, the expert report and the exchange ratio of the current
shares of HDI Seguros de Garantía y Crédito S.A. by shares of HDI Seguros S.A.,
and that this Company will issue to be delivered to the shareholders of HDI Seguros de
Garantía y Crédito S.A. and, in general, all the background information provided for in article 155
of the Regulations of Corporations.
3. A consolidated and updated text of the bylaws of HDI Seguros S.A. that
includes the modification of the share capital of said company and others necessary to adjust
the same to Law No. 18,046 on Corporations and its Regulations.
4. The granting of powers that are necessary for the approval, formalization and
Materialization of the merger of both companies.
Consequently, and in accordance with the provisions of Article 69 of Law No. 18,046 on
Corporations, the approval of the merger by the Extraordinary Shareholders’ Meeting
of the Company grants the dissenting or absent shareholder the right to withdraw from the
Company, upon payment by it of the book value of its shares. It is noted that
found 99.85% of the total shares issued by the Company present at the Meeting
and currently in circulation, and that the merger by incorporation of HDI SEGUROS DE GARANTÍA
Y CRÉDITO S.A. in HDI SEGUROS S.A. was approved with the favorable vote of the total of said
actions.
Without further ado, greetings very sincerely,
HDI SEGUROS BE GARANTÍA Y CRÉDITO S.A.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=c4cd016a799536350dd31f2decab58a0VFdwQmVVMTZRWHBOUkVWNlRYcEZNazlSUFQwPQ==&secuencia=-1&t=1682376108
