HIM
INDI
ESSENTIAL FACT
INSTITUTO DE DIAGNÓSTICO S.A.
INDISA
Registration of Securities Registry of the S.V.S N° 110
Santiago, April 25, 2023.-
Mrs. Solange Berstein Jáuregui
President
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 24, 2023, hereinafter “the Meeting”, 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, 2022; (ii) the dividend policy for 2023; (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, 2023; (v) the activities of the Board of Directors during the year 2022, the remuneration of its members and approval of its expenditure budget for the year 2023; (vi) the appointment of PriceWaterhouseCoopers Consultores Auditores SpA as external auditors for the financial year 2023, after a reasoned explanation of the proposal, and without deliberations or discussion of the board thereon; (vii) The designation of Fitch Chile Clasificadora de Riesgo Limitada and Clasificadora de Riesgo Humphreys Limitada, as risk classifiers for the year 2023; (viii) the sums that were paid to the directors as periodic sums other than the board of directors’ allowance, in particular the management committee’s diet, and those that will be paid for this concept during the financial year 2023; and (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$3,917,861,395.- charged to the liquid profits of the year ended December 31, 2022, distributing as final dividend No. 32, an amount of Ch$27.8.- 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 $ 24.4.- for each share. This instruction and authorization must be sent to the Company no later than May 12, 2023 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 from it, are contained in the Statement 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 19, 2023.
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,
Manuel Sgrra 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=8a33f12369f29034f1e2d797f1879104VFdwQmVVMTZRVEJOUkVVelRtcGpkMDUzUFQwPQ==&secuencia=-1&t=1684470982
