ESSENTIAL FACT
INFRASTRUCTURE ALPHA S.A.
Registration Registry of Values N* 1173
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present.
Ref.: Essential fact – Summons to the Board of Holders of
Series A bonds issued by Infraestructura Alpha S.A.
Dear Sir or Madam:
In accordance with the provisions of Article 9 and Article 10, second paragraph, of Law No. 18,045, on the Market
of Securities, and being duly authorized, I inform you that today Banco Santander-Chile, in
its capacity as Representative of the Holders of Series A Bonds issued by Infraestructura Alpha S.A.
(the “Issuer”) according to the Bond Issuance Agreement for the Line of Debt Securities consisting of a deed
public dated April 30, 2019, granted in the Public Notary of Santiago of Mr. Iván Torrealba
Acevedo, and its subsequent modifications (the “Issuance Agreement”) and according to Complementary Deed Series
A consisting of public deed dated January 27, 2020, granted at the Public Notary of Santiago
of Mr. Iván Torrealba Acevedo, and its subsequent modifications (the “Complementary Deed”), in view of
the request of the Issuer, summoned the bondholders of said series to the Board of Bondholders to be held
on December 23, 2022, at 10:00 a.m. (the “Board”), which will be carried out by technological means
that allow remote participation and voting, without prejudice to the fact that for legal purposes the Representative
of the Bondholders fixes the domicile of the meeting at Avenida Apoquindo 4775, Piso 11, commune of Las
Condes, city of Santiago, in order to submit to the consideration and approval of the Board the following
matters:
1. Include a cause of Mandatory Partial Prepayment, incorporating for this purpose a new letter /e/ and
letter /f/ in numeral Fourteen of the Sixth Clause of the Emission Contract.
2. Modify the Complementary Deed, in order to include the cause of Mandatory Partial Prepayment,
incorporating for this purpose a new letter /c/ in Clause Two, number Two, letter (i) of the
Complementary deed.
3. Amend Clause Two, number two, letter (h) of the Supplementary Deed relating to
Coupons and Development Table and replace Schedule A of such deed.
4. Agree on the other modifications to the Issuance Contract and the Complementary Deed that may be
necessary to reflect the proposals indicated in the previous paragraphs.
5. Adopt all other agreements that may be necessary to comply with and carry out the decisions
as determined by the Board of Bondholders.
Attached hereto is a copy of the first notice of summons published today in the newspaper El Líbero.
It is noted that the other publications will be made on December 13 and 20, 2022 in the aforementioned
daily.
Sincerely yours,
Sergio Merirló Gómez
General Manager
Infraestructufa Alpha S.A.
BONDHOLDERS BOARD
INFRASTRUCTURE ALPHA S.A.
Registration in the Securities Registry N* 1.173
SERIES A BEARER BONDS
Issue made under the Bond Line registered in the Securities Registry N* 995 dated 15
January 2020
Banco Santander – Chile, in its capacity as Representative of the Holders of Series A Bonds issued
by Infraestructura Alpha S.A. (the “Issuer” and the “Series A Bonds”), according to the Bond Issuance Agreement by
Line of Debt Securities consisting of a public deed dated April 30, 2019, granted at the Notary’s Office
Public of Santiago de don Iván Torrealba Acevedo, and its subsequent modifications (the “Contract of
Issuance”), and according to Complementary Deed Series A consisting of public deed dated January 27,
2020, granted in the Public Notary of Santiago of Mr. Iván Torrealba Acevedo, and its modifications
subsequent (the “Complementary Deed”), and in view of the request of the Issuer, summons the Board of Holders
of Series A Bonds to be held on December 23, 2022, at 10:00 a.m., by technological means (the
“Meeting”), without prejudice to the fact that for legal purposes the Representative of the Bondholders fixes the domicile
of the meeting at Avenida Apoquindo 4775, Piso 11, commune of Las Condes, city of Santiago, with the object
to submit to the consideration and approval of the Board the following matters:
1. Include a cause of Mandatory Partial Prepayment, incorporating for this purpose a new letter /e/ and
letter /f/ in numeral Fourteen of the Sixth Clause of the Emission Contract.
2. Modify the Complementary Deed, in order to include the cause of Mandatory Partial Prepayment,
incorporating for this purpose a new letter /c/ in Clause Two, number Two, letter (i) of the
Complementary deed.
3. Modify the Second Clause, number two, letter h of the Complementary Deed relating to Coupons
and Development Table and replace Annex A of such deed.
4. Agree on the other modifications to the Issuance Contract and the Complementary Deed that may be
necessary to reflect the proposals indicated in the previous paragraphs.
5. Adopt all other agreements that may be necessary to comply with and carry out the decisions
as determined by the Board of Bondholders.
They will have the right to participate in the Meeting, (i) the Holders of Series A Bonds that, with 5 business days of
anticipation of the date of the Meeting, appear with position of the dematerialized Series A Bonds
in the list that the Central Securities Depository provides to the Issuer, in accordance with the provisions of article
12 of Law No. 18,876 on Private Entities of Deposit and Custody of Securities and that in turn accompany
the certificate referred to in Article 32 of the Regulations of Law No. 18,876; and (ii) Bondholders
Series A materialized that have withdrawn their securities from the Central Securities Depository and that are registered at the
less than 5 working days in advance of the date of the Meeting, in the special registry of the
Issuer that is available to Series A Bondholders at the offices of the Representative
of the Bondholders located at Calle Banderas 140, Santiago. They may be registered in the Register
Special, the Bondholders who exhibit the corresponding securities or certificates of custody of
such securities issued by an approved institution, provided that they express the series and number of
securities, the amount of Series A Bonds they comprise and their nominal value.
Bondholders may be represented by third parties at the Meeting, by granting
Powers of attorney that appear in a public deed or in a power of attorney for the total of the bonds of which the principal
Be a holder. These powers and their classification, if applicable, shall be governed by the provisions of the
Article 127 of the Securities Market Law.
In accordance with the provisions of General Standard No. 435 and Circular No. 1141, both
of 18 March 2020, of the Commission for the Financial Market, the Representative of the Holders of
Bonds will enable mechanisms for bondholders and other persons who must attend the Meeting,
can attend, participate and vote remotely in it. Holders of Series A Bonds who have
the intention to participate in the Meeting shall so inform the Representative of the Bondholders,
by e-mail sent to the address andres.sepulveda(Osantander.cl with at least one day
skillful of anticipation of the celebration of the Meeting, accompanying said communication a copy of both
sides of your identity card. In the case of appearing at the Meeting represented, they must accompany a
Copy of the respective powers of attorney and a copy of both sides of the identity card of the person or persons
Representatives. On the same occasion, they must indicate a valid email address for the
Sending the communications that are required for this purpose.
Once the identity, powers and quality of the bondholder have been verified, the Holders’ Representative
of Bonds will be sent to the email address indicated by the Series A Bondholder
a confirmation of your accreditation to participate in the Board and the corresponding
instructions for access and use of the digital platform through which the Meeting will be held, in addition to a
Instructions for voting in it.
Santiago, December 2022
BANCO SANTANDER-CHILE
REPRESENTATIVE OF BONDHOLDERS
Legal Notices
ELIBERO
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=32afb89a9f4436572a3d0f0fcceda6a7VFdwQmVVMXFSWGxOUkZFeVRtcHJlVTVCUFQwPQ==&secuencia=-1&t=1682376108
