DocuSign Envelope ID: 07818551-A09F-4B92-B703-ABE9F3E718F9
Santiago, November 30, 2022
GG. – 254 / 2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Essential Fact – Summons to Extraordinary Shareholders’ Meeting.
Dear Sir or Madam,
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on
Securities Market and the provisions of Chapter 18-10 of the Digest
Updated Commission Rules for the Financial Market, and duly
I hereby inform you as an Essential Fact of Itaú Corpbanca (the “Bank”,
next:
The Board of Directors, in an extraordinary meeting held on the same date, has agreed to
to call an Extraordinary Shareholders’ Meeting (the “Meeting”), for January 19,
2023, at 10:00 am, at Avenida Presidente Riesco 5537, 3rd floor, Las Condes,
Santiago, which will be held remotely, in order to know and
to pronounce on the following matters:
a) To amend: (i) Article One of the Statutes, to change the name of the
Bank by “Banco Itaú Chile”, while modifying and/or expanding the names
fantasy; (ii) Article Nine of the Statutes, to reduce the number of
titular directors from eleven to seven; (iii) Article Nine of the Statutes, for
decrease the number of alternate directors from two to one and modify the
procedure for appointing replacement directors in the event of a vacancy; (iv)
Article Twelfth of the Statutes regarding the summons procedure
Board meetings, including reminders, deadlines, and other aspects of
such procedure; and (v) Article Twenty-First of the Bylaws, for
expressly stipulate the possibility of electing directors by acclamation,
in addition to adjusting the reference to alternate directors according to what is approved
by virtue of subparagraph (iii) above;
DocuSign Envelope ID: 07818551-A09F-4B92-B703-ABE9F3E718F9
b) Decrease the number of shares in which the share capital of the
Bank (the “reverse stock split”), in proportion of 4,500 current shares for each
new action or in any other that the Board ultimately agrees, without altering the amount
share capital;
c) Agree to the issue of 216,337,305 shares or such other number as in
final is necessary for the purposes of its exchange for the current shares of the
Bank, according to the proportion and exchange ratio agreed by the Board for this purpose;
d) Agree to the additional issuance of 10,000 backup shares (or that other
number to be finally agreed by the Board), the precise purpose of which will be to cover the deficit
of actions that could be generated due to the application of the relationship of
exchange, in case the surplus shares resulting from fractions of shares do not
allocated by application of the exchange ratio are not sufficient for such
effects; and agree on the treatment of those backup actions that ultimately do not
are used to fulfill the aforementioned object and, therefore, remain
remaining after completion of the exchange of shares;
e) To fix the form, time, procedure and other conditions for the
Materialization and implementation of the proposed reverse stock split, including its
effects on American Depositary Shares; and empower the Board of Directors, among others
things, to determine, fix and agree, with the widest powers, the date
Effective exchange of shares and all aspects of form and procedure
that have as their object the materialization and implementation of the reduction of the
Proposed number of shares of the agreed backup share issue
and the treatment of those that remain remaining once the exchange is completed
of shares;
5 Modify the Fifth and First Transitory Articles of the Statutes,
relating to share capital, so as to reflect the agreements adopted under
subparagraphs (b) to (e) above;
(g) To lay down one or more conditions for the effectiveness of amendments to the Statutes which
ultimately be agreed at the Board;
h) Approve a new text of the Bank’s Statute, replacing
in full to the current one, which includes the reforms of statutes that are adopted in the
Meeting, and that contains, in addition, changes that allow adapting the Statutes to
legal amendments, including, but not limited to, the replacement of references to the
Superintendency of Banks and Financial Institutions by the Commission for the
Financial market;
DocuSign Envelope ID: 07818551-A09F-4B92-B703-ABE9F3E718F9
i) Broadly empower the Board of Directors and/or the General Manager of the Bank to:
resolve and implement all aspects, modalities, modifications,
Actions and details that may be submitted in relation to the agreements that are
adopt in the Board; and
j) In general, adopt all other agreements and amendments to the Statutes that
are necessary or desirable for the implementation of decisions which
resolve the Board.
They shall have the right to participate in the Meeting, and to exercise their right to speak and vote in it,
holders of shares registered in the Register of Shareholders at midnight on
fifth working day prior to the day of its celebration, that is, registered at midnight
of January 13, 2023.
The shareholders may obtain a copy of the documents that support
the matters that will be submitted to the consideration of the Board, as of January 9,
2023, on the Bank’s website, www.itau.cl, in the Relationship with
Investors (ir.itau.cl / Events and Presentations / Shareholders’ Meetings / Meeting
Extraordinary Shareholders – January 19, 2023). Additionally, from that
On the same date, any shareholder wishing to obtain a copy of these documents may
contact the Investor Relations Management, email
irGitau.cl.
As indicated, it has been resolved that the Meeting be held remotely, in order to
to prevent people who attend it from being exposed to contagion. To do this,
the shareholder interested in participating in the Meeting, or his representative, shall, until
14:00 hours the day before the Meeting, register on the website
https://autenticacion.dcv.cl/ or send an email to the
register meetings Odcv.cl, expressing their interest in participating in the Meeting, attaching
a scanned image of your identity card on both sides or of your passport;
of power, if applicable; and the application form for enrolment to the Board. The
Meeting will be carried out by the Microsoft Teams videoconferencing platform and
Voting by acclamation or voice voting, or through the Platform
of electronic voting that is informed in a timely manner for that purpose. The rest of the
Required documentation and more detailed information on how
register, connect, participate and vote remotely to the Board and more
aspects that are appropriate for this purpose, will be available and communicated
timely through an instruction that will be uploaded to the Bank’s website,
www.itau.cl, in the Investor Relations (ir.itau.cl / Events and
Presentations / Shareholders’ Meetings / Extraordinary Shareholders’ Meeting –
January 19, 2023).
DocuSign Envelope ID: 07818551-A09F-4B92-B703-ABE9F3E718F9
The notices of convocation will be published in the Diario La Tercera on days 9, 12 and
January 16, 2023.
Yours sincerely yours,
DocuSigned by:
0,
Cl
BB4E8BB5525941F.
Gabriel Amado de Moura
General Manager
Itaú Corpbanca
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=ca69ee75bf418e4206a3499c8300982aVFdwQmVVMXFSWGhOUkZFeFRucE5lRTVuUFQwPQ==&secuencia=-1&t=1682376108
