And Ssdd0fí!
PARENT COMPANY SAAM S.A.
ESSENTIAL FACT
Sociedad Matriz SAAM S.A.
Registration of Securities Registry N*1.091
Santiago, October 19, 2022
Mrs.
Solange Berstein J.
Chairman
Financial Market Commission
Av. Liberator Bernardo O”Higgins 1449
Present
From our consideration:
In accordance with the provisions of Article 9 and the second paragraph of Article 10, both of Law 18,045,
and in the General Standard N*30, duly authorized to do so, I inform you in
of essential fact of the Parent Company SAAM S.A. (“SM SAAM” or the “Company”) that in Board
Extraordinary Shareholders held on this date (the “Meeting”), the Company’s shareholders
adopted the following main agreements:
(a) The sale of all the shares of the subsidiaries SAAM Ports S.A. and SAAM was approved.
Logistics S.A. to Hapag-Lloyd Aktiengesellschaft, as well as certain buildings owned by the subsidiary
indirect of SM SAAM, Inmobiliaria Marítima Portuaria S.A., in which SAAM currently operates
Logistics S.A., subject to obtaining the required government authorizations and complying with the
conditions set out in the contract concluded between the Company and Hapag-Lloyd Aktiengesellschaft on the day
October 4 of this year, referred to as the Share Purchase Agreement (the “Transaction”;
(b) Approval was given to the performance of all other acts and conclusion of such other contracts as may be necessary for
materialize the Transaction; and
(c) It was agreed that the approval of the Transaction shall be subject to the condition that the right to
withdrawal with respect to a percentage of shares that is greater than 5% of the shares of SM SAAM and was delegated
in the Company’s board of directors the power to waive this condition, if it deems it appropriate
for the social interest of the Company.
In accordance with the provisions of N*3 of Article 69 of the Law on Corporations, the
approval by the Shareholders’ Meeting of disposals referred to in Article 67 N*9 of
the same Law grants dissident shareholders the right to withdraw from SM SAAM, and must
should the Company acquire the shares of such shareholders. It is considered a dissident shareholder, for these
effects, that which in this Meeting has opposed the agreement that gives right to withdrawal, or that, not having
attended to it, express your dissent in writing to the Company, within 30 days from it.
The right of withdrawal must be exercised for the total number of shares that the dissident shareholder had registered to his
name in the Company’s Register of Shareholders at the time you determine your right to participate
at the Meeting, that is, at midnight on October 12, 2022 and that maintains the date on which
communicate to the Company your intention to withdraw.
The right of withdrawal, under the provisions of Article 70 of the Law on Corporations and 127
of its Regulations, must be exercised by the dissenting shareholder within a period of 30 days from
the date of the Board, that is, until November 18, 2022.
ARES
PARENT COMPANY SAAM S.A.
Yours sincerely yours,
Macario Valdes Raczynski
General Manager
Sociedad Matriz SAAM S.A.
cc: Santiago Stock Exchange / Chilean Electronic Exchange
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=d909e28933ff9668622941ebb5f18186VFdwQmVVMXFSWGROUkZGM1RVUlZlazEzUFQwPQ==&secuencia=-1&t=1682376108
