DocuSign Envelope ID: A09106DD-87E8-4AD4-A856-8A8662F2C8BB
3LATAM
ESSENTIAL FACT
LATAM AIRLINES GROUP S.A
Registration in the Securities Registry N*306
Santiago, June 20, 2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Av. Liberator Bernardo O”Higgins 1449
PRESENT
Ref.: Summons to Extraordinary Shareholders’ Meeting.
Dear Sir or Madam:
In accordance with article 9* and second paragraph of article
10% of Law N*18,045 and with General Rule N*30, of your Commission,
duly authorized for this purpose, I inform you of the following Essential Fact with respect to
LATAM Airlines Group S.A. (“LATAN” or the “Company”):
As previously informed, by resolution of date
June 18, 2022 the Bankruptcy Court for the Southern District of New York (the “Court of
Bankruptcy”) that hears the reorganization proceeding (the “Chapter 11 Proceeding”)
of LATAM and some of its direct and indirect subsidiaries (together with LATAM, the
“Debtors”) under Chapter 11 of Title 11 of the United States Code,
confirmed the reorganization and financing plan (the “Reorganization Plan” or the “Plan”)
proposed by the Debtors to successfully emerge from the Chapter 11 Proceeding.
The Plan had previously been approved by the vast majority of creditors whose
claims are affected by the Plan.
Confirmation of the Plan by the Bankruptcy Court
represents the last milestone of Chapter 11 Proceedings in the United States of America.
It is now time to implement the aforementioned decision of the Bankruptcy Court through the
corresponding modifications of LATAM statutes, which allow to realize successfully
the exit of the Debtors from the Chapter 11 Procedure. Amendments to statutes
consider, furthermore, proposals for amendments resulting from
specific requirements of the supporting parts of the Plan, as well as other necessary requirements
to adapt these statutes to current corporate legislation. To this end, the
The Board of Directors of the Company, in an extraordinary meeting held on this date, has agreed to
summon its shareholders to an Extraordinary Meeting of Shareholders (the “Meeting”), which will be
will be held exclusively remotely, for July 5, 2022, at 4:30 p.m.,
in order to know and pronounce on the following matters:
1. Inform shareholders about the Chapter 11 Procedure and the Plan of
Reorganization.
DocuSign Envelope ID: A09106DD-87E8-4AD4-A856-8A8662F2C8BB
FP LATAM
2.
Agree to issue three classes of bonds convertible into shares of the Company
(the “Convertible Bonds”), in accordance with the provisions of the Reorganization Plan.
Recognize, for the purposes that are relevant, the reductions of right
of the share capital produced with effect from June 12, 2018 and June 19, 2018
August 2019, due to the expiration of the term of subscription and payment of the party
pending placement of capital increases agreed at the Meetings
Extraordinary Shareholders’ Meetings of 11 June 2013 and 18 August 2016,
respectively.
Agree to a capital increase of the Company for US$10,456 million or for the
amount determined by the Meeting, through the issuance of 605,801,285,307 shares or
either the number of shares determined by the Meeting, all ordinary, without par value,
of which: (i) US$9,656 million or such other amount as may be determined by the Board,
represented by 531,991,409,513 new shares or by the number of shares
as determined by the Board, to be used to respond to the conversion of the Bonds
Convertible; and (ii) US$800 million or such other amount as may be determined by the Board,
represented by 73,809,875,794 new shares or by the number of shares
as determined by the Meeting, to be offered preferentially to shareholders and, the balance does not
placed, between shareholders and/or third parties.
To approve a new text of the fifth and single transitory articles of the statutes,
relating to share capital, reflecting the resolutions adopted pursuant to the
Numbers 2, 3 and 4 above.
To approve a new text of the second article, relating to the registered office, to establish
that this is the part of the province of Santiago over which the
Curator of Commerce of Santiago.
To approve a new text of the fourth article, relating to the corporate purpose, for the purposes of
Modify in part the order of the activities that make up that object.
Approve a new text of the Company’s bylaws, which will replace it in its entirety
the current one, which incorporates the amendments to the statutes adopted pursuant to points 5,
6 and 7 above; and that, in addition: (i) modify the text of the following articles, such as
FOLLOWS: (a) Article Six, as regards agreements between shareholders, to adapt it
to the provisions of the Corporations Act (the “Act”); (b) Article Ten,
with respect to the remuneration of the Board of Directors and the reimbursement to the Directors of certain
charges and expenses; (c) Article Eleventh, with respect to Board Meetings,
A final vote of the President, the appointment of the Secretary, and the participation of the
Directors to Sessions remotely, by technological means; (d) the article
twelfth, in relation to the summons by the president to Extraordinary Sessions of
Directory; (e) the thirteenth article, with respect to the powers of the Board of Directors,
as to removing a reference to section 40 of the Act and to broadening the number of persons in
who may delegate such powers in part to the Board of Directors; (f) Article Ten
fourth, with regard to minutes of the Board of Directors and their signature, with regard to the record in a
minutes of the Board of Directors on the death or inability to sign of a Director; (g) the
article fifteenth, in relation to the position of General Manager and its denomination,
and the delegation of authority to the latter by the Board of Directors; (h) Article Ten
sixth, with regard to the timing of the Ordinary Meeting of
DocuSign Envelope ID: A09106DD-87E8-4AD4-A856-8A8662F2C8BB
3LATAM
Shareholders; (i) the seventeenth article, as regards the reference to the matters of
Ordinary Meeting; (j) the eighteenth article, as regards the reference to matters
of Extraordinary Meeting; (k) the nineteenth article, relating to the summons to Meetings,
as regards the reference to the applicable legislation, to the summons formalities and to the
requirements for self-convening in accordance with the provisions of article 60 of the Law;
(1) Article Twenty, relating to Shareholders’ Meetings, as regards quorums and
incorporation requirements, remote participation and voting, and
publication of notices on second summons; (m) Article twenty-first, relating to
the Shareholders’ Meetings, as to the quorums to adopt resolutions in them, to
shareholders entitled to participate in them, and to delete the reference to
election of Directors; (n) Article twenty-third, as regards systems for
record attendance at Shareholders’ Meetings; (0) The twentieth article
fourth, regarding the signatures of the minutes of the Shareholders’ Meetings, the content
of the latter and the sending of a copy thereof to the Commission for the Market
Financial (the “Commission”); (p) Article twenty-fifth, relating to the balance sheet
annual, in terms of formal references and applicable regulations; (q) the article
Twenty-seventh, relating to the distribution of profits, in terms of adapting it to
current regulations; (r) Article twenty-eight, as regards the documentation that
must be made available to shareholders prior to the Ordinary Meeting of
Shareholders; (s) Article twenty-ninth, as regards the making available and
Publication of information on the annual financial statements and the report of the
External Audit Company, in accordance with the provisions of Article 76 of the Law;
and (t) Article Thirty-Two, relating to arbitration and dispute resolution, in
as to the type of arbitration, the rules by which it is governed, and the possibility of the claimant
to remove a dispute from the knowledge of the arbitrator in accordance with the provisions of the
article 125 of the Act; (ii) incorporate three new transitory articles, passing the
Single transitory article to be the first transitory article, in order to: (a)
establish the prohibition, only until the date on which the Plan of
Reorganization (the “Plan Effective Date”), to issue shares or any other
securities convertible into non-voting shares; (b) provide that during the term
of two years counted from the Effective Date of the Plan, the agreements referred to in
the second paragraph of article 67 of the Law, shall require the assent vote of at least one
73% of issued voting shares; and (c) regulate the period of renewal
and duration of the members of the Company’s Board of Directors, for the two periods
following the Effective Date of the Plan; All this in accordance with the provisions of
the Reorganization Plan; and (iii) replace the terms in the articles
“Superintendency of Securities and Insurance” by “Commission for the Financial Market” and
“External Auditors” by “External Audit Company”, in accordance with the regulations
in effect.
Fix the price, procedure and other aspects and conditions of the placement of the
bonds and shares to be issued pursuant to the Board; and/or broadly empower the
Board of Directors of the Company to (i) set the procedure and other aspects and
conditions for the placement of the aforementioned bonds and shares; (ii) fix the price of
placement of shares, should the Board delegate such authority to it pursuant to
the applicable regulations; and (ii) in general, resolve and implement all aspects,
Modalities, actions and details that may be presented in relation to the
amendments to the statutes and other agreements adopted by the Meeting.
DocuSign Envelope ID: A09106DD-87E8-4AD4-A856-8A8662F2C8BB
3LATAM
10. In general, adopt amendments to the articles of association and all other agreements,
which are necessary or desirable to give effect to the decisions taken by the
Meeting.
They shall have the right to participate in and exercise in the Board.
its right to speak and vote, the holders of shares registered in the Register of Shareholders to
midnight on the fifth working day preceding the day of its celebration, that is, registered at the
Midnight on June 29, 2022.
As indicated, it has been resolved that the Board will be held in
exclusively remotely, so that the technological means used
shall constitute the single mechanism for participating and voting in it, in order to prevent
The people who attend it are exposed to contagion. To this end, the shareholder
interested in participating in the Board, or its representative, must, until 3:00 p.m.
day before the Meeting, register on the website https://autenticacion.dcv.cl/ or send
an email to box registrojuntasddcv.cl, expressing your interest in
participate in the Meeting, attaching a scanned image of your identity card by
both sides or your passport; of power, if applicable; and the application form for
participation in the Board. The Board will be carried out by the videoconferencing platform
Zoom and voting by acclamation or voice voting, or through the platform
of electronic voting provided by DCV Registros S.A. to which it will be entered through
the Click8Vote platform, through the “Join the Board” link. The rest of the
required documentation and more detailed information regarding how to register,
participate and vote remotely to the Board and other aspects that are appropriate to the
effect, will be available and will be communicated in a timely manner through an instruction
which will be uploaded to the Company’s website, www.latamairlinesgroup.net.
The notices of convocation will be published in the Diario La
Third of Santiago, on June 24, 28 and 30, 2022.
The shareholders may obtain a copy of the
documents substantiating the matters on which the Board will be informed,
as of June 24, 2022, on the Company’s website, www. latamairlinesgroup.net.
In addition, any shareholder wishing to obtain a copy of such documents may contact,
Also as of June 24, 2022, to the Investor Service Department
from the Company to the InvestorRelationstdlatam.com email address or
Phone (562) 2565-8785, for this purpose.
LATAM contemplates completing its exit from the Procedure
Chapter 11 during the second half of 2022. The Company will keep informed
its shareholders, creditors and the market on the progress of the Chapter 11 Proceeding.
Without further ado, he sincerely greets Uad.,
DocuSigned by:
Juam Carlos Munio
1847:
Juan Carlos Menció
Legal Vice President
LATAM Airlines Group S.A.
DocuSign Envelope ID: A09106DD-87E8-4AD4-A856-8A8662F2C8BB
3LATAM
c.c.: Stock Exchange – Santiago
Electronic Exchange of Chile – Santiago
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=ec83d47423ec0c2eaaa3336d730d8de0VFdwQmVVMXFRVEpOUkVrd1RVUk5lRTlSUFQwPQ==&secuencia=-1&t=1682376108
