INSURANCE
ESSENTIAL FACT /
HDI SEGUROS 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 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 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,
all the assets and liabilities of the former are transferred to the Company en bloc.
2. The documents on which the merger was based, in particular the financial statements
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 this Company
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
Corporations.
3. 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.
4. A consolidated and updated text of the bylaws of HDI Seguros S.A. that includes
the aforementioned modifications and others necessary to adjust them to the Law
N*18.046 on Corporations and their Regulations.
5. 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 dissident or absent shareholder the right to withdraw from the Company,
upon payment by the latter of the book value of its shares. It is made present that they were found
99.95% of the total shares issued by the Company are 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 shares.
Without further ado, greetings very sincerely,
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=5bbe7a69aa6b11c5fb2b772cea0d83d4VFdwQmVVMTZRWHBOUkVWNlRYcEZNVTUzUFQwPQ==&secuencia=-1&t=1682376108
