ESSENTIAL FACT
INSTITUTO DE DIAGNÓSTICO S.A.
INDISA
Registration of Securities Registry of the SVS No. 110
Santiago, April 21, 2022.-
Mrs. Solange Berstein Jáuregui,
President of the Financial Market Commission,
PRESENT
REF: ESSENTIAL FACT / HOLDING OF ORDINARY SHAREHOLDERS’ MEETING.-
From our consideration:
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on the Securities Market and General Standard No. 30 of the Financial Market Commission, we inform you, as an “Essential Fact”, that at the Ordinary Shareholders’ Meeting of Instituto de Diagnóstico S.A., “the Company”, held on April 20, 2022, agreed to unanimously approve, among others: (i) the report, balance sheet, income statements and report of the external auditors of the company, corresponding to the year between January 1 and December 31, 2021; (ii) the dividend policy for 2022; (iii) the related transactions of the company whose account was detailed; (iv) the remuneration of the board of directors for the year ending December 31, 2022; (v) the activities of the Board of Directors during the year 2021, the remuneration of its members and approval of its expenditure budget for the year 2022; (vi) the appointment of PriceWaterhouseCoopers as external auditors for the financial year 2022, following a reasoned explanation of the proposal, and without deliberations or panel discussions; (vii) the designation of Fitch Chile Clasificadora de Riesgo Limitada and Clasificadora de Riesgo Humphreys Limitada, as risk classifiers for the year 2022; (viii) the sums that were paid to the directors as periodic sums other than the board of directors’ diet, in particular the management committee, and those that will be paid for this concept during the financial year 2022; (ix) the designation of the electronic newspaper “El Líbero”, to carry out social publications and notices of summons to Shareholders’ Meetings.
In the same way, we communicate that at the Meeting it was unanimously agreed to distribute the sum of Ch$10,316,095,471.- charged to the liquid profits of the year ended December 31, 2021, distributing as final dividend No. 31, an amount of Ch$73.2.- for each share, which have the character of ordinary. It was also agreed that shareholders who wish to do so may choose to benefit from the Final Tax Substitute Tax (“ISFUT”), having previously instructed and authorized the Company so that the amount of the dividend to which they are entitled, 12.15% is retained and is destined to the proportional reimbursement of the amount already paid by the Company by ISFUT. In this way, those who take advantage of the aforementioned benefit, will receive by dividend the sum of $ 64.3.- for each share. This instruction and authorization must be sent to the Company no later than May 10, 2022 at 1:00 p.m., by completing and sending the form “Final Tax Substitute Tax Instructions (ISFUT)”, which is available to shareholders on the company’s website www.indisa.cl. Shareholders who do not take advantage of the ISFUT, will receive the full dividend, without discount of any kind, and will be subject to the general rules applicable to this type of income. More information on the optional ISFUT regime and how to benefit can be found in the Communiqué entitled “Information on the Final Tax Substitute Tax (ISFUT)” and in the instruction form described above, both available on the Company’s website. In any of the above cases, shareholders who are registered in the Shareholders’ Registry 5 working days in advance of the day in which the right can be exercised will be entitled to receive dividends. The dividend will be paid as of May 16, 2021.
Finally, we inform that in the same Meeting, the board of directors of the company was elected, which will last in its functions the statutory period of 3 years, the election falling on the following people: Juan Antonio Guzmán Molinari, Alejandro Pérez Rodríguez, Jorge Selume Zaror, Andrés Serra Cambiaso, Eduardo Pérez Marchant, Patricio Valenzuela Gamboa, Ignacio Miguel Poduje Carbone, Carolina Pérez-Iñigo González, and Isabel Margarita Bravo Collao, the last one chosen as independent director.
The details of the matters dealt with at the Meeting, and the resolutions and resolutions adopted at the Meeting, are contained in the respective Minutes, which will be sent in due course to the Financial Market Commission.
Yours sincerely,
General Manager
INSTITUTO DE DIAGNÓSTICO S.A.
C.C Santiago Stock Exchange, Stock Exchange
Electronic Stock Exchange of Chile
DCV Registros S.A.
Risk Classification Commission
Fitch Chile Clasificadora de Riesgo Ltda.
Risk Classifier Humphreys Ltda.
Representative of Bondholders (Banco de Chile).
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=1534b1e3f95827a7962f473db6ac2360VFdwQmVVMXFRVEJOUkVVeFRrUlpOVTEzUFQwPQ==&secuencia=-1&t=1682376108
