NAYARINO S.A.
ESSENTIAL FACT
NAVARINO S.A.
Registration Registry of Securities N* 356
Santiago, January 9, 2023
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Av. Liberator Bernardo or Higgins 1449
PRESENT
Re.: Communicates Essential Fact
Dear Madam President:
In accordance with the provisions of article 9% and subsection
second of Article 10? of Law N* 18.045 and in General Rule N* 30, the
subscribed, duly authorized for this purpose, informs as an Essential Fact of Navarino
S.A. (the “Company”) which, at a board meeting held today, January 9,
2023, a new General Regularity Policy for Operations with Parties was approved
Related of the Company, which is attached hereto as an annex.
This policy will be available to
shareholders of the Company at the Company’s registered offices and on the Website, of
in accordance with the provisions of paragraph b) of Article 147 of Law No. 18,046.
gives attentively to you,
Dc. Stock Exchange – Santiago
Electronic Exchange of Chile – Santiago
NAYARINO S.A.
General Regularity Policy for Operations with Related Parties of
Navarino S.A.
Introduction
In accordance with the provisions of paragraph b) of the second paragraph of article 147 of the
Law N*18.046 de Sociedades Anónimas (‘LSA’), Navarino S.A. (the “Company”), in its
As an open public limited company, establishes the following general policy of habituality
(the “Policy”) with respect to those operations that are ordinary in consideration of its
so that the Company can execute such transactions with related parties without
Need to comply with the formalities and procedures set out in the numbers
1) to 7) of the first paragraph of the aforementioned article, to the extent that they comply with the requirements
set forth in this Policy.
The Policy was approved at the Company’s Board of Directors meeting held on 9
January 2023, is published on the Company’s website
(www.navarinosa.cl) and available to shareholders at its offices located in Hendaye
60, office 1502, commune of Las Condes, Santiago.
Object
To. To be included in this Policy, an operation not only has to be habitual, but
the ordinary nature of the same must be functional to the object of the Company.
The corporate purpose, included in article 2″ of the Company’s bylaws, is the
development, execution, exploitation and/or participation, directly or indirectly, in
shipping, agricultural, wine, agro-industrial, forestry, fishing activities,
mining, chemical industrial, construction, tourism, means of transport,
of consumer goods, of media, of export, of
food, plastics, cellulose and metallurgical.
The turn of the Company, to date, has resulted in the investment in shares of
Marítima de Inversiones S.A. and Compañía Electro Metalúrgica S.A.
B. In consideration of the above, the Board of Directors of the Company establishes that the following
Operations are usual and ordinary in consideration of the social turn:
1. The purchase or sale of publicly offered securities and the contracting of related services
or complementary to the social sector, such as custody and intermediation services
publicly offered securities; Computing, computer and computer services
telecommunications; financial advisory services; and legal services; between
other;
2. Financing operations, including mutual contracts, current account
commercial and any other modality that allows the Company to have the
resources required for the development of its social line or make available to
related entities their cash surpluses; and
1
NAYARINO S.A.
3. The contracting of advertising in social media.
C. Having regard to the foregoing point B, they are already considered as
Usual transactions with related parties, by way of example only:
1. Contracting services with Servicios y Consultorías Hendaya S.A.;
2. Contracting services with Servicios Compartida Ticel Ltda.;
3. Hiring of legal advisory services to law firm Claro y Cía; and
4. Contracting advertising with Ediciones Financieras S.A.
Requirements
In any case, notwithstanding the list contained in this Policy, in accordance with literal
b) of the second paragraph of article 147 of the LSA, all operations that the Company
Usually celebrate with related parties, they must always comply with the following
Requirements:
¡. – Aim to contribute to the social interest;
li. Adjust in price, terms and conditions to those that prevail in the
market at the time of approval; and
iii. Do not commit more than 10% of the social asset.
Validity
This Policy shall enter into force on the date of its approval by the
directory, that is, January 9, 2023, and will remain in force as long as the directory of the
Company does not agree to its modification. In that case, the relevant modifications shall be
made available to the Commission for the Financial Market, and will comply with the
advertising requirements required by the LSA.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=13bb4656d5c9080cc7844ae9dafd7802VFdwQmVVMTZRWGhOUkVGNFRVUkpNMDEzUFQwPQ==&secuencia=-1&t=1682376108
