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HORTIFRUT
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BERRIES FOR THE WORLD EVERY DAY
ESSENTIAL FACT
HORTIFRUT S.A.
Registration Registry of Securities N*1096
Santiago, January 23, 2023
Gentlemen
Presidency
Financial Market Commission
Av. Libertador Bernardo O’Higgins 1449
PRESENT
Ref: Communicates Essential Fact – Summons to Board
Extraordinary Shareholders.
Dear Sirs,
Hereby, in accordance with the provisions of the
Articles 9 and 10 of the Securities Market Law, in General Standard No. 30
and in Circular N’660, both of your Commission, duly authorized for that purpose,
I inform you of the following Essential Fact regarding Hortifrut S.A. (the “Company”):
The Board of Directors of the Company, at a meeting held on January 23, 2023, agreed
to call an Extraordinary Meeting of Shareholders of the Company (the “Meeting”) for the 3rd day of
February 2023, at 10:00 am, at Av. Apoquindo 3.721, 14th floor, Las Condes,
Santiago, in order to know and pronounce, as appropriate, regarding the matters
as follows:
1) Increase the number of shares into which the capital of the Company is divided and
Creation of new series of shares, without increasing capital. Agree to increase the
number of shares into which the capital will be divided from 577,323,671 to 57,732,367,100,000,
without increasing the share capital, which will be distributed in two new series of shares,
called Series A and Series B. Series A will consist of 577,323,671 shares
and Series B will consist of 57,731,789,776,329 shares. The new actions
Series A shall enjoy the same economic rights as the current shares of the
Society, but will have a limited voting right, in the sense that they will only be
considered in the voting for the election of the Board of Directors of the Company, without the right to
Vote on all other matters. On the other hand, the new series B shares, if
They will also enjoy full economic rights, they will have a right to vote.
limited, in the sense that they will not be considered in the vote for the election of
Board of Directors of the Company, maintaining full voting rights with respect to all others
Matters. The preference of Series A and Series B shares will have a duration of 5 years
counted from the date of the Meeting, extendable upon agreement of the Extraordinary Meeting
of Shareholders.
In view of the above, it is also proposed to agree on an exchange ratio between the
current shares and new shares, under which for each share you hold
a shareholder shall be entitled to receive 1 new Series A share, and 100,000 new shares.
Series B. Having regard to the exchange and rights to the new series of shares, none
Shareholder will be in a deteriorated situation with respect to its current situation, both
in political and economic rights. Simply your participation in the Society is
will distribute in a greater number of shares.
The agreements proposed to be adopted will be subject to the suspensive condition.
consisting of 14602889 Canada Inc., jointly with that other entity that
indicate the latter, publish the notice of result of the public offer launched by them
by 100% of the Company’s shares (the “Tender Offer”) declaring that the Company was successful,
in accordance with the terms thereof.
2) Right of purchase of the controller. Incorporate the controller’s right to purchase
In accordance with the terms of Article 71 bis of Law 18,046 on Companies
Anonymous.
3) Creation of alternate directors. Establish that shareholders shall appoint a
alternate for each member of the Board of Directors.
4) Amendment of the Company’s statutes and consolidated statutes. Replace
Article Five of the bylaws which establishes the number of shares in which
The capital and the series of shares and their privileges are divided, so as to state that
The share capital will be divided into 57,732,367,100,000 registered and worthless shares
nominee, to be distributed in two series of shares, respectively referred to as
Series A and Series B.
Insert a new article Thirty-Second in the articles of association, in order to establish
the controller’s right to purchase in accordance with the terms of Article 71a
of Law 18,046 on Corporations.
Likewise, it is proposed to grant and approve a consolidated text of the bylaws of the
Company that incorporates the aforementioned modifications, as well as others that may
be agreed at the Board.
The agreements proposed to be adopted will be subject to the suspensive condition.
consisting of 14602889 Canada Inc., jointly with that other entity that
indicate the latter, publish the notice of result of the takeover bid stating that this was
successful, according to the terms of it.
5) Authorization to the Board of Directors. Broadly empower the board of directors to issue
Actions that correspond as a result of the previous agreements, carry out
the exchange of shares and the other formalities and formalities which
correspond to carry out the proposed agreements, before the Commission for the
Financial Market, the Santiago Stock Exchange and any other authority
relevant.
6) Information on transactions with related parties. Accounting to
shareholders on agreements relating to other Transactions with Related Parties
referred to in Title XVI of Law No. 18,046 on Corporations, held
during the period since the last shareholders’ meeting of Hortifrut S.A., with
Indication of the directors who have approved them.
They will have the right to participate in the Meeting, and to exercise their right to speak and vote, the
holders of shares registered in the Register of Shareholders at midnight of the fifth
working day prior to the day of its celebration, that is, registered at midnight on the 27th
January 2023. The qualification of powers of attorney will be made on the same day of the Meeting,
between 9:00 and 9:50 hours.
It has been resolved that the Meeting will be held exclusively remotely, so that the
Implementation of the technological means used will constitute the mechanism
only to participate and vote in it, in order to prevent people from attending
to it are exposed to contagion. To this end, the shareholder interested in participating in the
Board, or its representative, should send an email to the box
registers(Udcv.cl, expressing their interest in participating in the Meeting, attaching a
scanned image of your identity card on both sides, of the power of attorney, if applicable, and
of the application form to the Board. The rest of the documentation
required and more detailed information regarding how to register, participate and
vote remotely to the Board and other aspects that are appropriate for this purpose,
communicate in a timely manner on the Company’s website,
https://investor.hortifrut.com/investor-relations/.
The notices of convocation will be published in the “Diario Financiero” of Santiago the
January 24, 26 and 30, 2023.
The shareholders may obtain copies of the documents on which the
matters on which they must pronounce in the Meeting, as of January 24,
2023, in the link of the Company’s website, https://investor.hortifrut.com/investor-
relations/
Yours sincerely yours,
Juan Carlos Toro Ruiz-Tagle
Corporate Finance and Administration Manager
Hortifrut S.A.
Dc. Stock Exchange – Santiago
Electronic Exchange of Chile – Santiago
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=f94f4b99cb2987d4be4f9149d9321878VFdwQmVVMTZRWGhOUkVGNlRWUnJNazlCUFQwPQ==&secuencia=-1&t=1682376108
