DocuSign Envelope ID: 7305ACE1-9A23-4116-88C8-114A0E858370
3LATAM
ESSENTIAL FACT
LATAM AIRLINES GROUP S.A
Registration in the Securities Registry No. 306
Santiago, July 5, 2022
Mrs. Solange Berstein Jáuregui
President
Financial Market Commission
Av. Libertador Bernardo O’Higgins 1449
PRESENT
Ref.: Main Resolutions adopted at the Extraordinary Shareholders’ Meeting held on the same date.
Dear Sir or Madam:
In accordance with Article 9 and second paragraph of Article 10 of Law No. 18,045 and General Rule No. 30, of your Committee, duly authorized for this purpose, I inform you as an Essential Fact with respect to LATAM Airlines Group S.A. (“LATAM” or the “Company”), that at the Company’s Extraordinary Shareholders’ Meeting held on this same date (the “Meeting”), The following main agreements were adopted:
1. The issuance of three classes of bonds convertible into shares of the Company (collectively, the “Convertible Bonds”) for a total amount of US$9,493,269,524.
Pursuant to LATAM’s reorganization plan (the “Reorganization Plan”) that was confirmed on June 18, 2022 by the Bankruptcy Court of the Southern District of New York that hears the reorganization proceedings of the Company and certain of its direct and indirect subsidiaries under the rules of Chapter 11 of Title 11 of the United States Code, these Convertible Bonds are illustrative referred to as Class A Convertible Bonds, Class B Convertible Bonds and Class C Convertible Bonds, without prejudice to the denomination they ultimately have at the time of their issuance.
2. To recognize, for the purposes that may be pertinent, the automatic decreases in share capital produced with effect from June 12, 2018 –in US$23,622,047.25, representing 1,500,000 shares of the compensation plan approved at the Extraordinary Shareholders’ Meeting on June 11, 2013– and as of August 19, 2019 –in US$4,668,320, representing 466,832 shares of the capital increase approved at the Extraordinary Shareholders’ Meeting held on August 18, 2016–, for not having subscribed or paid for such shares within the maximum periods established for this purpose; and to state that the share capital, as a result of the foregoing, amounts to US$3,146,265,152.04, divided into 606,407,693 shares, of the same and unique series, without par value, fully subscribed and paid.
3. To increase the Company’s capital by US$10,293,269,524, through the issuance of 605,801,285,307 payment shares, all ordinary, of the same and single series, without par value, of which: (a) US$9,493,269,524, represented by 531,991,409,513 new shares, to be used to respond to the conversion of the Convertible Bonds (the “Backup Shares”); and (b) US$800,000,000, represented by 73,809,875,794 new shares, to be offered preferentially to shareholders and, the unplaced balance, among shareholders and/or third parties (the “New Payment Shares”).
4. To approve a new text of the fifth and single transitory articles of the statutes, relating to the share capital, in order to reflect the resolutions adopted under the previous numbers; 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 Conservator of Commerce of Santiago has jurisdiction; and approve a new text of the fourth article, relating to the corporate purpose, for the purpose of modifying in part the order of the activities that make up said object.
5. Approve a new text of the statutes of LATAM, which will replace the current one in full, which includes the reforms of statutes adopted under the previous number; and the others of an internal nature that were indicated in detail in the notices of convocation and summons to the Board.
6. To broadly empower the Board of Directors, within the framework of the resolutions adopted at the Meeting and in accordance with the provisions of the Reorganization Plan, to issue the Convertible Bonds, the Support Shares and the New Payment Shares; negotiate, agree, subscribe, and comply with the respective contract for the issuance of the Convertible Bonds, as well as any modification thereto; set the placement price of the New Payment Shares, in accordance with the rule contained in the second paragraph of Article 23 of the Regulations on Corporations; carry out or arrange for all the procedures necessary for the registration of the Convertible Bonds, the Support Shares and the New Payment Shares in the Securities Registry maintained by your Commission; so that, once the Convertible Bonds and the New Payment Shares have been registered, it resolves and carries out their placement, represents the Company or arranges for its representation before any type of authorities, entities or persons; decides on the procedure for converting the Convertible Bonds, and the characteristics and conditions thereof; grants such powers as are necessary or expedient to carry out all or part of the foregoing; and, in general, to resolve all situations, modalities, complementations and details that may arise or be required in relation to the issuance and placement of the Convertible Bonds, the Support Shares and the New Payment Shares and other related matters approved at the Meeting.
The new capital structure contemplated in the Reorganization Plan was approved by 99.82% of the shares present or represented at the Meeting, which in turn represent 82.17% of the total shares issued by LATAM with voting rights.
Without further ado, he sincerely greets you,
DocuSigned by:
Juan Carlos Menció
Legal Vice President
LATAM Airlines Group S.A.
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=6a95662f41d6c8a67ca01748721a914dVFdwQmVVMXFRVE5OUkVreFQxUnJOVTlSUFQwPQ==&secuencia=-1&t=1682376108
