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ñ Stock Exchange
Schwager :
A
Santiago, March 28, 2023.
Ref.: ESSENTIAL FACT. Appointment to Ordinary Meeting and Board
Extraordinary Shareholders.
SCHWAGER S.A., SECURITIES REGISTRY 0549.
Mrs.
Solange Michelle Berstein Jáuregui
Chairman
Financial Market Commission
Present.
Dear Sir or Madam:
In accordance with the provisions of Article 9* and the second paragraph of Article 10? of
Law N*18.045 and the provisions of General Rule N*30 and its
modifications, I inform -in the character of ESSENTIAL FACT- the following:
The Board of Directors of Schwager S.A. agreed to call an Ordinary General Meeting of
Shareholders and an Extraordinary General Meeting of Shareholders, which will be held at
Effect through technological means of videoconferencing, on Thursday 20 of
April 2023, at 11.00 a.m., one after the other, starting with
Ordinary General Meeting, to continue immediately after with the General Meeting
extraordinary.
For formal purposes, the meetings shall be held at the headquarters of the
company located in San Sebastián 2939, office 702, Las Condes, Santiago.
MATTERS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS: This meeting is cited
in order to submit to the knowledge and approval of the shareholders the following matters
typical of this type of Boards, which are, among others:
1) Examination of the position of the company and the reports of the external auditors.
Approval or rejection of the report, balance sheet, income statement and others
Financial statements submitted by the directors and the auditors’ report
external corresponding to the 2022 business year.
Schwager
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2) Fixing of remuneration of the directors of the company.
3) Appointment of external auditors for the financial year 2023.
4) Report of the Directors’ and Audit Committee; and account for operations with
people related to society.
5) Fixing of remuneration for the directors who are members of the committee to which they are
refers to article 50 bis of Law 18,046 on Corporations and fixing of the
Operating expenditure budget for this Committee.
6) Fixing of the diary in which the social publications will be made until the celebration
of the next ordinary meeting of shareholders.
7) Any other matter of social interest that is specific to the Ordinary Meeting, according to
the Law and the articles of association of the company.
ATERIAS D NTA GENERAL ORDINA) OF ACCI S: This board
It is cited in view of the fact that the Board of Directors agreed to propose to shareholders at a meeting
extraordinary general capital, a decrease in the share capital in an amount equal to that of the
Accumulated loss as of December 31, 2022. The decrease in capital that is
It will propose it is purely financial and will not mean return of capital to the
shareholders nor will it affect the company’s equity. However, it will allow the
Distribution of profits from those generated during the year
Commercial 2023.
The Board of Directors considers that the proposed capital reduction agreement is
Highly beneficial for all shareholders. In addition, it reports that an agreement
As that requires a high quorum of approval consisting of two-thirds of the total.
of the issued shares with voting rights and, therefore, strongly requests
The appearance of the shareholders on the day of the meeting, either personally or in person
through a proxy, for which the
respective powers.
Schwager
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www.schwagerd | BSD
Schwa ger bois Trade
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Consequently, the matters of the extraordinary general meeting of shareholders will be
the following:
1. To agree to a reduction in the capital of Schwager S.A. through the absorption of the
cumulative losses of Schwager S.A. as of December 31, 2022;
2. In general, adopt amendments to the articles of association and all other agreements,
which are necessary or desirable to give effect to the decisions taken by the
Meeting.
INFORMATION AVAILABLE TO SHAREHOLDERS: In accordance with the provisions of
Article 59 of Law 18,046, the Company will make available to its shareholders and the
general public, the report, the balance sheet, the income statements and others
documents that substantiate the matters that will be the subject of the meeting that is cited, in
Your website www.schwager.cl, at least 10 days before the date of the
meeting. Also, from that date, such records will be available to
shareholders in San Sebastián 2939, office 702, Las Condes, Santiago, from Monday to
Friday between 9:00 and 14:00 hours.
PARTICIPATION IN THE MEETING: In accordance with art. 103 of the Regulation of Law 18,046,
Those shareholders who are entitled to participate in the meeting will have the right to participate in the meeting.
registered in the Register of Shareholders at midnight on the fifth business day preceding
the one set for its celebration.
PARTICIPATION IN THE BOARD BY TECHNOLOGICAL MEANS: The Commission for the
Financial Market, through General Rule N2435 dated March 18
of 2020, authorized the use of technological means that allow participation and
remote voting of shareholders at Meetings. For these purposes, shareholders
with the right to participate in the meetings, they must send a request to this effect to the
email JUNTA(Oschwager.cl no later than April 19, 2023 at
14:00 hours, in which they must indicate the full name of the shareholder, attaching the
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Form that for this purpose will be available on the Company’s website, more
A legible image of both sides of your identity card. If it is a
representative of a shareholder (proxy or custodian), must also attach the
Power of attorney granted by the shareholder and image of both sides of the identity card of the
proxy. For the connection will require a computer, tablet or phone that
have Internet access.
Yours sincerely yours,
ALEX ACOSTA MALUENDA
General Manager
SCHWAGER S.A.
EC; Santiago Stock Exchange
Electronic Stock Exchange
Schwager Schwager Schwager Schwager
www.schwager.d | BBES
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=853e8c4a1197d038b2ceb10990f5e625VFdwQmVVMTZRWHBOUkVWNlRWUkJOVTVuUFQwPQ==&secuencia=-1&t=1682376108
