Mrs.
RIPLEY CORP S.A.
ESSENTIAL FACT
Registration of Securities Registry N°900
Santiago, March 31, 2023
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Essential fact. Call to the Ordinary Shareholders’ Meeting.
From our consideration:
In compliance with the provisions of articles 9 and 10 second paragraph of Law 18,045, in General Standard No. 30 of the Commission for the Financial Market, and duly authorized, I inform you, as an essential fact, that in the board meeting of Ripley Corp S.A. (the “Company”) held on this date, it was agreed to convene an Ordinary Shareholders’ Meeting, which will be held on April 28, 2023 at 11:00 a.m. to be held remotely from the Company’s offices located at Alonso de Córdova 5320, 9th floor, Las Condes commune, Santiago, Metropolitan Region, through the use of technological means that allow remote participation of shareholders, in order to know and pronounce on the following matters:
a) Approval of the Company’s report, balance sheet and financial statements, as well as the report of the external auditors, for the year ended December 31, 2022;
b) Determination of the result of the year ended December 31, 2022, as well as the exposure regarding the company’s dividend policy;
(c) Election of the Board of Directors;
(d) Appointment of external auditors for the financial year 2023;
(e) Election of risk rating agencies by 2023;
f) Determination and approval of the remuneration of the Board of Directors, as well as accounting for its expenses;
g) Fixing the remuneration of the members of the Directors’ Committee, as well as the budget for its operation during the year 2023;
h) To account for the activities carried out by the Directors’ Committee during 2022, its annual management report and the expenses incurred;
i) To account for the resolutions adopted by the Board of Directors in relation to operations of the Company with related parties or persons;
j) To account for the costs of processing, printing and dispatching the information referred to in Circular No. 1,816 of the Financial Market Commission; and
k) In general, to deal with any other matter that is within the competence of the Ordinary Shareholders’ Meetings.
Likewise, I inform you that in the aforementioned session, the Board of Directors agreed to propose, for approval to the Ordinary Shareholders’ Meeting, not to distribute dividends, given that there were no distributable liquid profits for the year 2022, so there were no minimum dividends to be distributed in accordance with the policy of calculation of said profits agreed by the Board of Directors of the Company in accordance with the provisions of Circular No. 1,945 and No. 1,983 of the Commission for the Financial Market.
We inform you that the Board of Directors of the Company agreed to implement technological means that allow the participation and remote voting of shareholders in the Meeting, duly safeguarding their rights and the regularity of the voting process, in accordance with the provisions of General Standard No. 435 and Circular No. 1,141, both from the Commission for the Financial Market.
Therefore, a procedure has been established that will allow the shareholders of Ripley Corp S.A., personally or represented, to participate remotely in the Meeting after verifying their identities and their powers if applicable, and duly safeguarding the exercise of their rights to speak and vote in it. This procedure will be available for review on the Company’s website (https://ripleyinversionistas.cl).
Yours very sincerely,
Vazaro Calderon Volochinsky
General Manager,
RIPLEY CORP S.A.
cc! Santiago Stock Exchange
Electronic Stock Exchange of Chile
Banco Santander-Chile and Banco de Chile / Bondholder Representatives
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=28e998f68f5ada884a3c1e1d1f0186aeVFdwQmVVMTZRWHBOUkVWNlQwUlpNazFSUFQwPQ==&secuencia=-1&t=1682376108
