BIG NORTH.
Santiago, April 5, 2023
ESSENTIAL FACT
NORTE GRANDE S.A.
Registration of Securities Registry No. 408
Mrs.
Solange Berstein Jáuregui
Chairman
Financial Market Commission (CMF)
Present
Ref.: Summons to Ordinary Shareholders’ Meeting.
Madam President:
In compliance with the provisions of Article 9 and second paragraph of Article 10 of Law No. 18,045 on the Securities Market, General Standard No. 30 and Circular No. 660 dated October 22, 1986, both of the Financial Market Commission, and duly authorized, I inform you of the following, as an essential fact of Norte Grande S.A. (the “Company”):
In a meeting held on April 4, 2023, the Board of Directors of the Company agreed to convene and summon the Ordinary Shareholders’ Meeting of the Company, for April 28, 2023, at 12:15 p.m. (the “Meeting”, which will be held remotely, from the offices of the Company located at Calle El Trovador No. 4,285, 11th floor, commune of Las Condes, Santiago), to deal with matters of the Ordinary Shareholders’ Meeting, all in the terms provided in General Standard No. 435 and Circular Letter No. 1,149 dated April 21, 2020, both issued by the Commission for the Financial Market, for which purposes remote participation and voting mechanisms will be enabled and whose summons notices will be published in a timely manner in accordance with Law No. 18.046.
Shareholders who are registered in the Register of Shareholders of the Company at midnight on the fifth business day prior to its celebration shall have the right to participate in the Meeting. The Company shall inform the Meeting in the summons notices about the remote participation and voting mechanism to be used in it and about the way in which each shareholder or his representative may prove his identity and powers, if any.
The purpose of the Board shall be to deal with the following matters:
1. Examination of the situation of the Company and approval of the Annual Report, Balance Sheet, Financial Statements and report of the external audit company, corresponding to the year ended December 31, 2022;
2. Distribution of profits for 2022;
3. The dividend policy agreed by the Board of Directors for the financial year 2023;
4. Directors’ remuneration for the financial year 2023 and information on the latter’s expenses during the financial year 2022;
5. Report on the activities carried out by the Directors’ Committee, its annual management report, and the expenses incurred by it during the year 2022, including its advisors;
6. Set the remuneration of the members of the Directors’ Committee and determine its budget for 2023;
7. Designation of external audit firm for the financial year 2023;
8. To account for the resolutions adopted by the Board of Directors to approve operations with related parties referred to in Title XVI of Law No. 18,046, if applicable;
9. Designation of the journal where the publications of the Society will be made; and
10. Any other matter of corporate interest brought to the attention of the Company’s Ordinary Shareholders’ Meeting.
Likewise, the Board of Directors agreed to propose to the Board to distribute as a final dividend 52.7% of the distributable net profits for the year ended December 31, 2022, that is, MUS$396,315. However, this amount must be deducted from the provisional dividend that was paid by the Company in June 2022, amounting to the sum of MUS$89,944. Consequently, if the Board of Directors approves the Board’s proposal, it will be appropriate to pay a dividend ascending to the difference between said amounts, that is, the sum of MUS$306,372, equivalent to a dividend of US$0.00174185 for each share, which will be proposed to be paid as of May 29, 2023, in its equivalent in pesos national currency, according to the value of the Observed Dollar that will be published in the Official Gazette on May 19, 2023.
In terms of dividend policy, the Board of Directors agreed to propose maintaining the dividend policy of previous years, consisting of distributing at least 30% of the distributable net profits for the year 2023, after the Company’s annual financial statements are approved by the respective shareholders’ meeting.
Yours sincerely yours,
Ivan Vial
General Manager
Norte Grande S.A.
c.c: Santiago Stock Exchange
Electronic Stock Exchange of Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=665812239b2b445a353f937fbb2a5de3VFdwQmVVMTZRVEJOUkVVd1RtcEJlazVCUFQwPQ==&secuencia=-1&t=1682376108
