Mrs.
INSURANCE
ESSENTIAL FACT
HDI SEGUROS S.A.
Santiago, March 6, 2023
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Summons to Extraordinary Shareholders’ Meeting.
From our consideration:
By virtue of the present, being duly empowered by the Board of Directors of HDI SEGUROS S.A. (the
“Company”), and in accordance with the provisions of the current regulations of this Commission, I communicate to
you as an Essential Fact, the following:
That, on March 3, 2023, the Board of Directors of HDI SEGUROS S.A. (the “Company”), agreed to quote
he Extraordinary Shareholders’ Meeting of the Company to be held on March 28, 2023 to
11:00 a.m. at the company’s offices located at Av. Manquehue Norte 160, 19th floor, Las
Condes, Santiago, in order to submit to the knowledge and approval regarding the following
matters:
1.
Approval of the related party transaction consisting of the merger by incorporation
of HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A. in HDI SEGUROS S.A., for which it has been put to
disposal of the shareholders at the registered office and on the Company’s website,
the report of the independent evaluator issued by Mr. Juan Carlos Jara M. Through the
merger by incorporation, HDI Seguros de Garantía y Crédito S.A. will be dissolved, transferring
to HDI Seguros S.A. en bloc all of its assets and liabilities.
Approval of the documents on which the merger is based, in particular balance sheets
auditees of HDI SEGUROS S.A. and HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A. as of 31
December 2022, the expert report and the exchange ratio of HDI’s current shares
Seguros de Garantía y Crédito S.A. by shares of HDI SEGUROS S.A, and that said company,
In its capacity as acquiring company, it will issue to be delivered to the shareholders of the
The company being acquired and, in general, all the information provided for in Article 155 of the
Regulation of Corporations.
The increase of the share capital in the amount of Ch$2,961,476,172, through the issuance of
44,026,238 New payment actions and the amendment of the fifth and first articles
transitional articles of association of the Company, to reflect the effects of the merger.
The approval of a revised and updated text of the bylaws of HDI Seguros
S.A. that includes the modifications indicated above, as well as any other that is
necessary to adjust them to Law No. 18,046 on Corporations and its
Regulation, as well as to reflect the effects of the merger.
5. The granting of powers that are necessary for the approval, formalization and
Materialization of the merger of both companies.
6. The adoption of any other agreement that is appropriate or necessary to agree and carry out
to carry out the merger, as well as for the granting of the powers deemed necessary,
especially those to legalize, materialize and carry out merger agreements
to be adopted by the Board.
If the merger agreement is adopted by incorporation of HDI SEGUROS DE GARANTÍA Y CRÉDITO S.A. in
HDI SEGUROS S.A., at the Meeting convened and in accordance with the provisions of article 69 of the
Law N*18.046 on Corporations, shareholders will have the right to withdraw from the company
absent or dissidents, upon payment by the latter of the value of their shares.
The holders of shares that are registered in the
Register of Shareholders of the Company, at midnight on the fifth business day preceding the day of its
celebration.
In accordance with NCG N*435 and Commission Circular N*1141 for the Market
Financial, in case it is not possible to participate in person in the meeting, the
remote participation and voting, through the Microsoft Teams videoconferencing platform,
means of remote participation approved by the Board of Directors; The procedure is available
On the company’s website: www.hdi.cl link: https: //www.hdi.cl/nosotros/juntas-de-accionistas/.
The qualification of the powers, if applicable, will be made on the same day of the Meeting between 09:00 and
11:00 hours. If the participation is done remotely, the shareholders must send the
background in accordance with the instructions of the aforementioned procedure. The final decision,
where appropriate, it shall be adopted at the same Meeting.
Yours faithfully
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=5ca1002b6ff714e85a17e26b631a6694VFdwQmVVMTZRWHBOUkVFMVRtcEZORTEzUFQwPQ==&secuencia=-1&t=1682376108
