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INDI
ESSENTIAL FACT
INSTITUTO DE DIAGNÓSTICO S.A.
Registration of Securities Registry of the C.M.F N°110
Santiago, March 21, 2023.
Mrs Solange Berstein Jáuregui, President of the Commission for the Financial Market,
PRESENT
REF: ESSENTIAL FACT / HOLDING OF ORDINARY SHAREHOLDERS’ MEETING.
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on the Securities Market, in General Standard No. 30 of the Commission for the Financial Market (CMF) and Article 63 of Law No. 18,046 on Corporations, we inform you, as an Essential Fact, that the open corporation INSTITUTO DE DIAGNÓSTICO S.A., by resolution of the Board of Directors adopted at its Extraordinary Meeting dated March 20, 2023, has agreed to summon the Ordinary Shareholders’ Meeting, the “Meeting”, for April 24, 2023, at 9:00 a.m., at Avenida Santa María N°1,810, Commune of Providencia, Santiago, in order to submit to the consideration of the shareholders of the company the following matters:
a) To decide on the Annual Report, Balance Sheet, Income Statements and Report of the Company’s External Auditors, corresponding to the year between January 1 and December 31, 2022;
b) Distribution of net profit for the year and distribution of dividends;
c) Dividend policy for 2023;
d) Information on related operations of the company;
e) Set the remuneration of the Board of Directors for the year ending December 31, 2023;
(f) Report on the activities of the Directors’ Committee;
g) Remuneration of the Directors’ Committee and approval of expenditure budget;
h) Appoint External Auditors for the financial year 2023;
i) Designate Risk Classifiers for the year 2023;
(j) Designation of the newspaper in which the social publications are to be made;
k) Information on processing, printing, and dispatch costs referred to in CPM Circular No. 1816; and
l) Other matters within the competence of the Ordinary Shareholders’ Meeting.
The Balance Sheet and Income Statements corresponding to the year between January 1 and December 31, 2022, will be published in the electronic newspaper El Líbero dated April 13, 2023. On the same day, the audited annual financial statements will also be published on the company’s website, www.indisa.cl, together with the report of the External Auditors, in accordance with regulations. All shareholders, personally or duly represented, registered in the Register of Shareholders at midnight on the fifth business day preceding the date of the Meeting, shall be entitled to participate in this Meeting. The powers of attorney shall be duly reviewed at the commencement of the Meeting. Any questions should be directed to the Actions Department of the Depósito Central de Valores S.A. (DCV Registros S.A.) located at Avenida Los Conquistadores N°1730, Piso 24, Comuna de Providencia, Santiago, or to the email [email protected]. The notice of convocation will be published on April 6, 14 and 19, 2023, in the electronic newspaper El Líbero.
Additionally, it is hereby informed that, at the same Extraordinary Board Meeting on March 20, 2023, it was agreed to propose to the Ordinary Shareholders’ Meeting to distribute a final dividend No. 32, of $27.8.- for each share, charged to the profits of the year 2022, an amount to be distributed that in total amounts to Ch$3,917,861,395.- If such dividend distribution is approved, will be entitled to receive shareholders who are registered in the Shareholders’ Register 5 business days in advance of the day from which the right can be exercised, as agreed at the Ordinary Shareholders’ Meeting, and must be published for that purpose, as provided in article 10 of the Regulations of Corporations. The dividend will be paid through the Depósito Central de Valores S.A. (DCV Registros S.A.). However, in accordance with what was agreed at the Ordinary Shareholders’ Meeting of 2022, shareholders who so decide, may benefit from the optional legal regime that contemplates the payment of a substitute tax for final taxes (complementary global or additional tax) also called “ISFUT”, as established in transitory article 25 of Law 21,210 and as indicated in Circulars 43/2020 and 39/2021 and Trades 215/2021, 2762/2021 and 762/2022, all from the Internal Revenue Service. The procedure to accept, the deadlines and their effects, will be informed and published in a timely manner on the website of the company and the other corresponding media.
Regarding the dividend policy for the year, it was agreed to propose to the Ordinary Shareholders’ Meeting the distribution of 30% of the profits of the year 2023.
It is noted that the aforementioned Board of Directors has resolved that this Meeting be held remotely, using technological means that allow the simultaneous participation and voting of shareholders who are not physically present at its venue, in accordance with the provisions of General Standard No. 435 and Circular Offices Nos. 1,141 and 1,149, all from the Commission for the Financial Market. The company will inform in the notice of convocation that it publishes, in the citations, and through the www.indisa.cl website, of the remote participation and voting systems that will be implemented to carry out the Meeting, and the way in which each shareholder or whoever represents him may prove his identity or power, in order to allow them to participate remotely.
Yours sincerely,
Manuel Serra Cambiaso
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=038c72abcbbed7f294f896171acdeecaVFdwQmVVMTZRWHBOUkVWNFQxUkJNazVSUFQwPQ==&secuencia=-1&t=1682376108
