O) Mallplaza
Santiago, April 18, 2022
ESSENTIAL FACT N°3/2022
PLAZA S.A.
REGISTRATION IN THE SECURITIES REGISTRY NUMBER 1028
Gentlemen,
Financial Market Commission
Present
From our consideration:
In compliance with the provisions of Article 9 and second paragraph of Article 10 of Law No. 18,045 on the Securities Market and General Standard No. 30 of the Commission for the Financial Market (hereinafter, the “Commission”), duly authorized for this purpose, I come to inform the market in general and the Commission as an ESSENTIAL FACT regarding Plaza S.A. (hereinafter, the “Company”), in order to disclose in a truthful, sufficient and timely manner the essential facts and information relating to the Company, its businesses and the securities issued by it that are the subject of a public offering, at the time the event has occurred or has come to its knowledge:
At the Ordinary Shareholders’ Meeting of Plaza S.A. held on April 18, 2022, the following resolutions were adopted, among others reached in matters within its competence:
a) Approve the Annual Report, Balance Sheet and Income Statement for 2021, as well as the report issued by the Company’s external auditors.
b) That of the distributable net profits for the year 2021, which amounted to the amount of Ch$46,555,696,525, the amount of Ch$17,502,800,000 be allocated to the payment of a definitive and final dividend of Ch$8.93 per share, which added to the provisional dividend of Ch$3,861,200,000 equivalent to Ch$1.97 per share approved by the Board of Directors on October 27, 2021 and paid on November 18 of the same year, amount to a total distribution of Ch$21,364,000,000 equivalent to 45.89% of the distributable net profits of the year 2021. The final and final dividend of $8.93 per share will be paid on April 28, 2022 to shareholders holding shares registered in the Registry of Shareholders on April 22, 2022. For this purpose, this Form No. 1 of Circular 660 of the Commission for the Financial Market is attached. The remaining balance of distributable net profits for 2021, amounting to $25,191,696,525, will be used to increase the Company’s accumulated profit fund.
With respect to the dividend paid to shareholders on April 28, 2022, they will have the possibility of accessing the transitory and optional legal regime established in transitory article 25 of Law No. 21,210, having given prior instruction and authorization to the Company so that, of the amount of the dividend to which they are entitled, 14.84451% of the amount of the dividend under said regime and corresponding to them for their shares is withheld and paid as a single and substitute tax of the FUT (ISFUT); instruction and authorization that shareholders interested in exercising this option must send to the Company before 2:00 p.m. on April 26, 2022, through the form called “Final Tax Substitute Tax Payment Instructions”. This form has been available to shareholders as of April 1, 2022 on the website of the Company https://corporativo.mallplaza.com/, from which it can be downloaded, and must be sent to the Company in accordance with the instructions contained therein. With respect to shareholders who have not given such instruction and authorization in a timely manner, the amount of the dividend will be subject to the general taxation regime in accordance with Decree Law No. 824 of the Ministry of Finance that contains the Income Tax Law. For more information on the optional ISFUT regime, the Company made available to shareholders the document called “Information on the optional tax regime substituting final taxes”, which is available as of April 1, 2022 on the website of the Company https://corporativo.mallplaza.com/.
c) The following persons were elected directors of the company for the statutory period of 3 years: Sergio Cardone Solari, Carlo Solari Donaggio, Paul Fúrst Gwinner, Alejandro Puentes Bruno, Tomás Múller Benoit, Dafne González Lizama, Pablo Eyzaguirre Court, Juan Pablo Montero Schepeler, and Claudia Manuela Sánchez Muñoz, the latter as independent director.
d) Appoint as external auditors the firm EY Servicios Profesionales de Auditoría y Asesorías SpA.
e) Designate as Risk Classifiers the companies Riesgo Humphreys Limitada and Feller Rate Clasificadora de Riesgo Limitada.
Yours sincerely yours,
Fernando de Peña (18 Apr.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=989f7d96ed771b85c9e41373ab20750cVFdwQmVVMXFRVEJOUkVVd1QxUkJNazFuUFQwPQ==&secuencia=-1&t=1682376108
