ZOFRI
JDR/AGR
No 82/29.04.2022
GENERAL MANAGEMENT
N* 21.859
IQUIQUE, April 29, 2022
Mrs.
Solange Berstein Jáuregui
Chair, Commission for the Financial Market
Avenida Libertador Bernardo O’Higgins 1449 Piso 8
Santiago
REF: COMMUNICATES ESSENTIAL FACT
Zona Franca de Iquique S.A.
Registration Registry of Values N*0378
From our consideration:
In accordance with the provisions of article
N*9, second paragraph and article N*10 of Law N* 18,045, we inform you, as
essential fact, that in Ordinary Meeting of Shareholders of the Company held on the 29th
of April 2022, which was attended by 79.81% of the shares issued, subscribed and
Paid, the following agreements were adopted, among others:
1.
Approve the Report, Balance Sheet, Income Statements and Report of the
External Auditors, for the year ended December 31,
2021.
It took cognizance of the Annual Account of the Committee of Directors of the Company.
Appoint the company PriceWaterHouseCoopers, as external auditors for the
year corresponding to the year 2022.
Designate as risk rating companies for the year 2022, the
Risk Rating Company ICR International Credit Rating and Humphreys
Risk Classifier, for an annual value of 96 and 70 Development Units each
one.
Designate as the newspaper of the registered office in which the publications will be made
required by law, in the newspaper El Longino and as a newspaper of national circulation to
newspaper El Mostrador.
Took note of the Report on the resolutions adopted by the Board during
the financial year 2021 on transactions between parties or related companies, of
conformity to article 146 of the law, and agreements with divided voting, according to the
Article 48 of the Act.
10.
ZOFRI
Distribute 80% of the profits of the year 2021, that is, the sum of
$ 12,840,104,646.-, which, has been proposed and approved by the Board, will be solved
in 2 payments:
Final dividend N* 65 for a total of $4,815,039,242.- at a rate of $21.8301
per share, payable on May 27, 2022.-
Final dividend N” 66 for a total of $ 8,025,065,404.- at a rate of $ 36.3834
per share, payable on November 30, 2022.-
All dividends corresponding to single series shares.
Approve the final balances of the accounts of the estate that result, once
once dividends N * 65 and 66 recently approved by the Meeting have been paid,
as follows:
xx Paid-in Capital $ 9,901,735,242
xx Other miscellaneous bookings $ 169,801,173
xx Accumulated Profits $ 32,205,670,465
+ Net balance of first application IFRS $ 5,349,266,646
+ Equity After Distribution $ 47,626,473,526
Agreed to maintain the dividend distribution policy for future years of the
Company, which considers allocating 100% of the liquid profits of the respective
exercise to the payment of dividends to shareholders, to the extent that the needs of
investment, cash flow and growth of the Company so permit. If the policy
of dividends presented by the Board of Directors undergoes any substantial change, the
Company will communicate it as an essential fact.
In the Election of the new Board of Directors for the period 2022-2024, they were elected as
directors of the Company, for a new statutory period of two years, the gentlemen
and ladies,
Mr. Luis Alfredo Leiton Arbea 15.42%
Mr. Orlando Alfonso Castillo Espinoza 15.41%
Mr. Dante Ivan Choque Cáseres 15.41%
Mr. Claudio Arturo Mundaca Alvarez 15.41%
Ms. María Alejandra Bustamante Tapia 15.41%
Ms. Karenn Alejandra Díaz Campos 15.41%
Ms. Paula Ithurbisquy Laporte 7.51%
The Director, Mrs. Paula ithurbisquy Laporte, was elected as
Independent.
11.
ZOFRI
As of May 1, 2022, the monthly fixed remuneration will be 12 UTM for
each Director and for each board meeting they attend, with a maximum of one
Paid session per month. The director who is elected Vice-President will receive 18 UTM,
and the director who is elected president 24 UTM, remuneration that will be for
attendance, it being sufficient that you attend one session per month to be entitled to
Receive the amounts indicated above, with a maximum of one paid session per month.
The variable remuneration will be paid during the year 2023, once they have been
published in the Commission for the Financial Market, Financial Statements 2022
of ZOFRI S.A., to account for the fulfillment of the Utility Goal proposed in
this Ordinary Shareholders’ Meeting 2022, and will consist of a maximum remuneration
annual which is determined as follows:
+ The maximum annual remuneration, multiplied by the percentage of
compliance with the 2022 Utility Goal, and by the percentage of attendance of the
Period January to December.
e The maximum annual value shall be 60 UTM for each director, 9 UTM for the
director elected vice-president, and 120 UTM for the elected director
president.
e The Profit that will be proposed at this Ordinary Shareholders’ Meeting 2022, will be
will calculate considering the Profit obtained in the year 2021, according to the following
form:
a) If the Profit obtained in 2022 is equal to or greater than that of 2021,
this is M$ 16,050,131, the percentage of compliance with the Profit Goal will be
of 100%.
b) If the Profit obtained in 2022 is greater than 50% of that obtained in 2022
the year 2021, that is, M$ 8,025,066, but less than M$ 16,050,131, the
percentage of compliance with the Profit Goal will be 50%.
c) If the Profit obtained in 2022 is less than or equal to 50% of that obtained
in 2021, this is M$ 8,025,066, the percentage of compliance with the Goal
of Utility will be 0%.
This variable remuneration will be paid during the year 2023, once they have been
published in the Commission for the Financial Market, Financial Statements year
2022.
At the same time, in case board committees are formed to deal with
Specific matters, the Director who is a member of the respective Committee will receive a
one-time remuneration of 8.5 UTM for attendance at sessions,
whatever the number of sessions held in the month and/or the number
of committees that integrate, maximum paid one session per month. This remuneration is
Compatible with the fixed remuneration for attendance at board meetings indicated
earlier
12.
13.
14.
C.C.:
ZOFRI
It took note of the expenses of the Board of Directors during the year 2021.
Fix in accordance with article 50 bis of the law of public limited companies and according to the
established in Circular N* 1.956 of the Commission for the Financial Market, of
dated December 22, 2009, a fixed monthly remuneration of 9 UTM for each
Director member of the Directors’ Committee.
This remuneration shall be consistent with the remuneration fixed for the Board of Directors by
Assistance to committees other than this one.
To fix the annual budget of expenses for this Committee at the minimum established by the
Article 50 bis of the Law on Corporations just cited, that is, an amount
equivalent to the sum of the annual remuneration of the members of the Committee
which amounts to 1,000 UTM.
Noted the Report on Processing, Printing and Dispatch Costs
of the information referred to in Circular N* 1.816 of the CMF, which amounts to
in 2021 to the total sum of 19 Development Units plus VAT.
Sincerely yours,
Santiago Stock Exchange
Electronic Stock Exchange of Chile
GG
GALC
GAF
Of. Corresp. WF-515499
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=7346b87e35b3ff7e225bafd46b2808f0VFdwQmVVMXFRVEJOUkVVeVQwUk5NazlSUFQwPQ==&secuencia=-1&t=1682376108
