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HORTIFRUT
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BERRIES FOR THE WORLD EVERY DAY
Hortifrut S.A.
Registration Registry of Securities N* 1096
Santiago, September 28, 2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Av. Liberator Bernardo O”Higgins 1449
Present
Dear Sir or Madam:
In accordance with the provisions of Article 9* and the second paragraph of the
Article 10% of Law No. 18.045, and the provisions of General Rule No. 30,
supplement the ESSENTIAL FACT reported to the Commission for the Financial Market (the
“CMF”) dated September 20, 2022, by Hortifrut S.A. (“Hortifrut” or the “Company”),
Registration Register of Securities n* 1096, in the sense of:
1. Inform that, at the request of the Company, the Representative of the Holders of
Bonds Series A (registration CMF n* 933) and Series B (registration CMF n* 934), has cited with this
date to the Meeting of Bondholders in order to propose to modify, among other matters,
the definition of ‘Adjusted EBITDA’ – effective June 30, 2022.
2. Attach hereto a copy of the notice of summons issued on this date by the
Representative of the Bondholders.
Yours sincerely yours,
Juan Carlos Toro Ruiz-Tagle
Corporate Finance and Administration Manager
Hortifrut S.A.
Adj.
The indicated.
cc.
Banco de Chile, in its capacity as Representative of Bondholders
28/9/22, 9:08
WEDNESDAY, SEPTEMBER 20, 2022 / DIARIO FINANCIERO
Financial Journal
19
NOTICE
SUMMONS TO EXTRAORDINARY MEETING OF BONDHOLDERS
HORTIFRUT S.A.
Registration in the Securities Registry N*1096
DEMATERIALISED BEARER BONDS
SERIES A
Registration in the Securities Registry N*993 dated March 27, 2019
Ahumada 251, commune and city of Santiago, with the following object:
June 2022
at the Meeting, and to sign the respective public deeds of modification.
that is specifically authorized and decided in the Board.
Financial (*CMF”)
Article 127 of the Loy de Mercado de Valores.
electronic consultarevoling on
BANK OF CHILE
Representative of the Bondholders
Santiago, September 28, 2022
Porrequerimiento de HortiutS A, Banco de Chile, in its capacity as Representative of the Bondholders
Sere A (hereinafter referred to as the “Bondholders’ Representative”), the Bondholders,
to the Bearer Sere A, (the “Bonds”) issued by Horiut S.A,, (“Hortifrut” or the “Issuer”), by means of writing
public granted on January 11, 2019, granted at the Notary of Santiago of Mr. Eduardo Diez Morello
and modified by public deed dated November 19, 2019, granted at the Notary of Santiago
do don Patricio Raby Bonavonto (ol “Contrato de Emisión”), cla a los tonadoros do bonos do la Soria A a una
extraordinary meeting of bond lonodoras (the “Board”), to colobrarso ol October 13, 2022, alas 15:00
hours, by remote means (video call) with the inality of not putting the health of the attendees at risk, without
prejudice to the fact that for legal purposes the Representative of the Bondholders has the address of the meeting in
(A) Modify in the Eleventh Clause of the Issuance Agreement (Defaults of the Issuer), the obli
gations and financial safeguards of the Issuer contained in numerals il (Net Financial Debt Ratio
Aadjustada a EBITDA Adjusted) y (vi (Cobertura do Gastos Financioros), a ofoctos do () reomplazar la dofnición do
Adjusted EBITDA; () incorporate a healing period in the financial safeguards mentioned above;
and fi) that the aforementioned modifications and additions are considered to have been made retroactive to 30
(B) Empower the Representative of the Bondholders to agree with the Issuer on amendments to the
Emission Accounts relating to the matters indicated in letter (A) above and specifically authorized
(C) Adopt all agreements that may be necessary, complementary or convenient to comply and carry out
a olocto the decisions that delormino the Board rospocto dol Contrato do Emission for () malorializar, comply and
olocto the above propositions and Jo incorporate aquolas quo arise on ol framework of the discussions quo
are made in the Board on this matter, and that say relation to obligations, imitations, prohibitions,
rights and other safeguard and protection measures contained in the Issuance Agreement, including, but not limited to,
limited to, adjustments in the causes of default of the Issuer, in other obligations or safeguard measures
and protection contained in the Emission Contract or in the defined terms, as well as in the denomination of
the clauses, ariculation or references that may be affected according to the modifications agreed by the
Board and (empower the Representative of the Bondholders to agree on amendments to the Issue Agreement)
(0) Empower the Representative of the Bondholders to compete, jointly with the Issuer, to the
Conclusion of any public writing intended to supplement or recfcarla deed of modification
of the Emission Contract, in order to correct any observations of the Commission for the Market
The following shall have the right to participate in the Meeting: () persons who, on the closing date, hold the position of the
Bonos dosmatorializados on la lista quo ol Dopésito Contral do Valores SA, Dopósit do Valoras ((DCV”)proportiono
to Hortírut SA, in accordance with Article 12 of Law N*18,876, and which, in turn, accompany the certificate to which
Article 32 of the Regulations to that law refers. For these purposes, the date of closure of the accounts
of position in the DCV will correspond to the fifth business day prior to the date of the Meeting, for which Hortitut S.A.
will provoke the CSD with the dobida antolación the porinonto information. Con la sola ontroga do la lista dol DCY, the
títularos do posicionos que iguron on alla so ontondorán inscribed on the registry that Hori SA will open. for
effects of participation in the Board; and (i) holders of materialized Bonds who have withdrawn their securities
of the DOY, provided that they have registered to participate in the respective meeting of holders, with five working days
in advance of the day of celebration of the same, in the special registry that Hortitut S.A. will open for this purpose.
To register these holders, they must show the corresponding titles or certificates of custody of these
issued by an authorized institution. In the latter case, the certificate shall state the number and the number
of the mortgaged bond or securities held in custody, the amount of bonds they comprise and their face value.
The lonadoros of the Bonds may have the Board represented by representatives, mecianto the granting
of power of attorney. Given the contingencies produced by the COVID 19 pandemic, the qualification of powers is
will be carried out during the previous days, for which the holders of the Bonds are required to send their
powers in good time, suggesting that this be at least the day before the meeting is held at
corroo elocuronic calicapodoresfAbancochil on The qualification of podoros shall be governed by the provisions of the
Do conformity to the provisions on the Norm of Gonoral Character N*435 and the Circular Office N*1141, both do
dated March 18, 2020, of the Commission for the Financial Market, the Representative of the Holders of
Bonds will enable mechanisms for the holders of the Bonds and other persons who must attend the Meeting,
can attend, participate and vote remotely in it. For these purposes, it is available at
The web silo milestones ¿funtalenedoreshortíl evoting CL, the documentation containing the instructions, lérminos and
conditions to which will subject the attendance, participation and voting romota of the tonodoros of the Bonds on
the Board. Likewise, contact will be made with each of the holders of the Bonds that express their intention.
to participate in order to facitaries both the previous tests of connection, as well as the support for the celebration of the
Meeting. In the event that the holders of the Bonds, or any other person or entity spoken to attend the
Board, require information or additional support for their participation in it, can be contacted at the mail
NOTICE
SUMMONS TO EXTRAORDINARY MEETING OF BONDHOLDERS
HORTIFRUTS.A.
Registration in the Securities Registry N*1096
DEMATERIALISED BEARER BONDS
SERIES E
Registration in the Securities Registry N*934 dated March 27, 2019
Porquerimiento de Hortírut SA, Banco de Chile, in its capacity as Representative of the Bondholders
Series B (hereinafter referred to as the “Bondholders’ Representative”), the Bondholders.
to the Series B Bearer, (the “Bonds”) issued by Horiírut S.A, (Hortifrut” or the “Issuer”, by means of writing
public granted on January 11, 2019, granted at the Notary of Santiago of Mr. Eduardo Diez Morello
and modified by public deed dated November 19, 2019, granted at the Notary of Santiago de
don Patricio Raby Bonavonto [ol “Contrato de Emisión”), it alos tonodoras do bonos do la Sor B a una junta
ú’ortraordinaria de tonodoros do bonos (the Board”) to colobrarso ol day 13 October 2022, at 16:30 hours,
by remote means (video call) in order not to put the health of the attendees at risk, without prejudice
that for legal purposes the Representative of the Bondholders fa the domicile of the meeting in Ahumada
251, commune and city of Santiago, with the following object:
(A) Modify in the Eleventh Clause of the Issuance Agreement (Defaults of the Issuer), the obl-
gations and financial safeguards of the Issuer contained in the numerals Jvil (Net Financial Debt Ratio
Austada a EBITDA Adjusted) and Wii (Cobertura do Gastos Financieros), a efactos do (‘) roomplazarla dofiición do
EBITDAAuslado; (1) incorporate a cure period in the financial safeguards mentioned above;
and (ii) that the aforementioned modifications and additions are considered to have been made retroactively to 30
June 2022
(8) Empower the Representative of the Bondholders to agree with the Issuer on amendments to the
Emission Contract relating to the matters referred to in subparagraph (A) above and specifically authorised
at the Meeting, and to sign the respective public deeds of modification.
(C) Adopt all such agreements as may be necessary, complementary or desirable to comply with and comply with
alocto the decisions quo dotormino the Board regarding the Emission Contract for (1) matorializing, camplr and
rain olacto the above propositions and / or incorporate quo quo arise on ol framework of the discussions that
are carried out in the Board on this matter, and that say relation to the obligations, limitations, prohibitions,
rights and other safeguard and protection measures contained in the Issuance Agreement, including, but not limited to,
limited to, adjustments in the causes of default of the Issuer, in other obligations or safeguard measures
and protection contained in the Issuance Contract or in the defined terms, as well as in the denomination of
The clauses, articulated references that may be affected according to the modifications agreed by the
Instruct and () instruct the Bondholders’ Representative to agree on amendments to the Issuance Agreement?
that is specifically authorized and decided in the Board.
(D) Empower the Representative of the Bondholders to attend, jointly with the Issuer, the
Conclusion of any public deed intended to supplement or rectify the deed of modification
of the Emission Contract, in order to correct any observations of the Commission for the Market.
Financial (‘CMF’)
The following shall have the right to participate in the Meeting: (persons who, at the date of closure, appear with the position of the
Bonos dosmalorialzados on la ista quo ol Dopósito Contra do Valores S.A , Dopósio do Valoras ((DCV)) proportiono
to Hortut SA, in accordance with Article 12 of Law N*18 878, and which, in turn, accompany the certificate to which
Article 32 of the Regulations of the aforementioned Law refers. For these purposes, the date of closure of the accounts
of position in the DCV will correspond to the fifth working day prior to the date of the Meeting, for which Horttut S.A.
will provoke the DCV with the dobida antolación the portinanto. Con la sola ontroga do la lista dol DCY, the
fiularas do posiciones quo figuron on ella so ontendorán inscrilos on ol registro quo abrirá Hortfrut S/A. for
effects of participation in the Board; y) the holders of the materialized Bonds who have withdrawn their securities.
of the DOY, provided that they have registered to participate in the respective meeting of holders, with five business days
in anticipation of the day of celebration of the same, in the special registry that Horttut S-A. shall open for this purpose.
To register these holders, they must show the corresponding titles or certificates of custody of these
issued by an authorized institution. In this case, the certificate shall state the series and the number
of the materialized ftulos in custody, the amount of bonds they comprise and their nominal value.
The tonodoros of the Bonds may have been granted by representatives to the Board, modified or granted.
of power of attorney. Given the contingencies produced by the COVID 19 pandemic, the qualification of powers is
will be carried out during the previous days, for which the holders of the Bonds are required to send their
powers in good time, suggesting that this be at least the day before the meeting is held at the
mail olactronic caliicapodoresGdbancochil dl. The qualification of the podoras shall be governed by the provisions of the
Article 127 of the Securities Market Law.
Do conformity to the provisions on the Norma do Caráctor Goneral N*435 and to the Circular Office N*1141, both of which do
dated March 18, 2020, of the Commission for the Financial Market, the Representative of the Holders of
Bonds will enable mechanisms for the holders of the Bonds and other persons who must attend the Meeting,
can attend, participate and vote remotely in it. For these purposes, it is available at
ol site wob hitps /juntalonedorashortírul ovoting ela documentación quo conto las instrucciones , lórminos y
conditions to which will sujolará the attendance, participation and voting romota of the tonodoras of the Bonds on
the Board. Likewise, contact will be made with each of the holders of the Bonds that express their intention.
to participate in order to provide them with both the previous connection tests, and the support for the celebration of the
Spread. In case the holders of the Bonds, or any other person or entity inhabited to attend the
unta, require information or additional support for their participation in it, can be contacted at the mail
elecironic consulla(Bevoting.ol
BANK OF CHILE
Representative of the Bondholders
Sanbago, 28 September 2022
https://pressreader.df.cl/diario-financiero
111
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=280fd43837c9498f3f4f3a886219ebe8VFdwQmVVMXFRVFZOUkUwelRsUnJOVTlCUFQwPQ==&secuencia=-1&t=1682376108
