INSURANCE
ESSENTIAL FACT
HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A.
Santiago, March 29, 2023
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Communicates essential fact.
Right of withdrawal.
From our consideration,
By virtue of the present, being duly empowered by the Board of Directors of HDI SEGUROS DE
GARANTÍA Y CREDITO S.A. (the “Company”), and in accordance with the provisions of current regulations
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 the related party transaction consisting of the merger by
incorporation of HDI SeGuROS DE GARANTÍA Y CREDITO S.A. in HDI SEGUROS S.A.
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 Meeting of Shareholders of the
Company grants the dissident or absent shareholder the right to withdraw from the Company, prior
payment by the latter of the book value of its shares.
It is noted that 99.85% of the total were present at the Meeting.
of shares issued by the Company and currently outstanding and that the merger by incorporation
of HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A. in HDI SEGUROS S.A. was approved with the vote
favorable of all these actions.
The right of withdrawal must be exercised by the absent or dissenting shareholder by means of communication
written letter sent to the Company by registered letter or by written presentation delivered in
Manquehue Norte N*160 Piso 19, Las Condes, Santiago, all in accordance with article 17 of the
Regulation of Corporations, within 30 days from the date on which
the Extraordinary Shareholders’ Meeting adopted the resolution, that is, until April 27, 2023.
In such communication, the absent or dissenting shareholder must clearly express his or her wishes.
to withdraw from the Company because it disagrees with the merger agreement by incorporation of
HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A. at HDI SEGUROS S.A.
The Company shall pay shareholders who make use of the right of withdrawal the book value of their
shares in accordance with the provisions of article 132 number 4 of the Companies Regulation
Anonymous which equals $14.8623 per share. The above price will be paid by the
Company, without any surcharge, within 60 days following April 27, 2023, from
working day following the expiry of the period for exercising the right of withdrawal.
It is noted that the right of withdrawal only includes shares that the dissenting shareholder
had registered in his name in the Register of Shareholders of the Company on the fifth business day
prior to the date of the Meeting.
Attached is a copy of the notice published on the same date informing about the
Right to withdrawal and the term for its exercise, without prejudice to the communication sent to each
entitled shareholder.
Without further ado, greetings very sincerely,
HDI GUARANTEE INSURANCE AND
CRÉDITO S.A. xxRIGHT TO WITHDRAWAL:
by Legal Notices OR
29 March
On 29.03.2023 the document was published in the electronic newspaper El Libero: HDI
SEGUROS DE GARANTÍA Y CRÉDITO S.A. xxRIGHT TO WITHDRAWALxx
HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A.
RIGHT OF WITHDRAWAL
The shareholders of HDI Securos DE GARANTÍA Y CRÉDITO S.A. (“the
“Company”) that on March 28, 2023, the Extraordinary Meeting of Shareholders (the
“Board”) approved the merger by incorporation of the Company into HDI Seguros S.A., RUT
N”99.231.000-6.
Consequently, and in accordance with the provisions of Article 69 of Law No. 18,046
on Corporations, the approval of the aforementioned merger has given the
dissenting shareholders the right to withdraw from the Company. upon payment by the latter of the value of
Book of his actions.
A dissident shareholder shall be considered to be the one who at the aforementioned Meeting has opposed the agreement.
of merger or that, not having attended the Meeting, expresses its dissent in writing to the
Company within the deadline expiring April 27, 2023
The right of withdrawal must be exercised by the absent secionist or dissident by *
PDF document
HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A.
RIGHT OF WITHDRAWAL
The shareholders of HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A. (“the
“Company”) that on March 28, 2023, the Extraordinary Shareholders’ Meeting (the
“Meeting”) approved the merger by incorporation of the Company into HDI SEGUROS S.A., RUT
N*99.231.000-6.
Consequently, and in accordance with the provisions of Article 69 of Law No. 18,046
on Corporations, the approval of the aforementioned merger has given the
dissenting shareholders the right to withdraw from the Company, upon payment by the latter of the value of
Book of his actions.
A dissident shareholder shall be considered to be the one who at the aforementioned Meeting has opposed the agreement.
of merger or that, not having attended the Meeting, expresses its dissent in writing to the
Company within the deadline expiring April 27, 2023.
The right of withdrawal must be exercised by the absent or dissenting shareholder by means of
written communication sent to the Company by registered letter or by presentation
written delivered in Manquehue Norte N*160 Piso 19, Las Condes, Santiago, all in
compliance with Article 17 of the Regulations on Public Limited Companies, within 30
days from the date on which the Extraordinary Shareholders’ Meeting adopted the resolution,
that is, until April 27, 2023. In such communication, the absent or dissenting shareholder
must clearly express willingness to withdraw from the Society because you disagree
with the merger agreement by incorporation into HDI SEGUROS S.A.
It is noted that the right of withdrawal only includes shares that the shareholder
dissident had registered in his name in the Register of Shareholders of the Company to the fifth
business day prior to the date of the Meeting.
The Company shall pay shareholders who make use of the right of withdrawal the book value of their
shares in accordance with the provisions of article 132 number 4 of the Companies Regulation
Anonymous which equals $14.8623 per share. The above price will be paid by the
Company, without any surcharge, within 60 days following April 27, 2023, from
of the working day following the expiry of the period for exercising the right of withdrawal.
THE PRESIDENT
Legal Notices
ELLIBERO
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=d67b8d450cc8c67a2a5ee14ee266fe1bVFdwQmVVMTZRWHBOUkVWNlRYcEZORTFCUFQwPQ==&secuencia=-1&t=1682376108
