EXTRAORDINARY SHAREHOLDERS MEETING
OF
SEMBRADOR CAPITAL DE RIESGO S.A.
In Santiago, on August 26, 2020, at 9:00 a.m., by videoconference,
held an Extraordinary Shareholders’ Meeting of Sembrador Capital de Riesgo S.A., in
forward also the “Society”.
L TABLE.
This Board was chaired by Mr. Joaquín Lobel and acted as Secretary Mrs. Catalina Weston, both
specially designated for this purpose.
IL ASSISTANCE.
The Secretary informed that all the shareholders of the
Company, owners of all 1,000 voting shares into which it is divided
the share capital, according to the following detail:
Sembrador SpA, represented by Mr. Joaquín Lobel, holder of 996 shares;
Activa SpA, represented by Mr. Joaquín Lobel, holder of 2 shares;
Asesorías e Inversiones I y F Limitada, represented by Mr. Joaquín Lobel, owner of 1
action; and
Exportadora Subsole S.A., represented by Mr. Miguel Allamand Zavala, owner of 1
action.
Total shares present and represented: 1,000 shares fully subscribed and
paid, all of them with voting rights, corresponding to 100% of the shares with
voting rights of the Company.
HI. ATTENDANCE SHEET AND APPROVAL OF POWERS.
The representatives of the shareholders present at the Meeting signed the attendance sheet
respectively jointly with the President and the Secretary. The
powers of attorney by virtue of which the representatives of the shareholders appear at this Meeting,
being found in accordance with the law.
The Secretary also indicated that he attended this Extraordinary Shareholders’ Meeting
the Notary Public of Santiago, Mr. Christian Del Fierro Ruedeling, who certified that the
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This minutes are a faithful and accurate reflection of everything acted and agreed at this Meeting.
Extraordinary Shareholders.
IV. BACKGROUND OF THE CALL.
The fulfillment of the formalities of convocation of this Meeting was recorded according to
The following detail:
a) The call to this Meeting was agreed by the Board of Directors of the Company, in session
dated August 3, 2020.
b) On August 12, 13 and 14, 2020, the notice of summons to this Board was published.
Extraordinary Shareholders in the digital media El Líbero.
c) Shareholders holding shares registered in the
Registration of Shareholders 5 days before the date of the Meeting.
v. PURPOSE OF THE MEETING AND AGREEMENTS.
a) Modification of Article Four of the Company’s bylaws.
The President took the floor to inform the Board that, by virtue of the amendments that
has had the regulations of the Capital Investment Fund Financing Program of
Risk – F.3 of CORFO, this no longer establishes as a requirement demanded to all
administrators of Private Investment Funds, submission to the provisions governing
to open public limited companies. Indeed, paragraph 3(b) of that legislation
allows administrators to be an open corporation, a public limited company
closed or a closed public limited company which, by legal provision, is obliged to
Submit to the rules governing open joint-stock companies. By virtue of the foregoing,
the President proposed to amend Article Four of the Company’s bylaws, to leave
proof that Sembrador Capital de Riesgo S.A. will be governed exclusively by the provisions
laws and regulations corresponding to closed public limited companies.
The President then proposed that the new text of Article Four of the statutes
of the Company is as follows:
“Article Four: The company shall be subject in its entirety to the provisions governing the
closed corporations, that is, to Law number 18,046, its regulations and other rules
laws and regulations applicable to such companies”.
The shareholders took note of the statements made by the Chairman and, after a brief
debate, unanimously agreed to modify the Fourth Article of the statutes of the Society
in the terms set out by the President.
b) Modification of Article Thirteenth of the Bylaws of the Company.
The Chairman continued by informing the shareholders present that, given that the Company was
It will govern the provisions of closed public limited companies and with the aim of eliminating
unnecessary formalities for the summons to meetings of the Board of Directors of the Company, of
in accordance with Article 84 of the Regulations of Law No. 18,046 on Corporations,
proposes to amend Article Thirteenth of the Company’s bylaws, so that
no summons shall be required for regular meetings of the Board of Directors and for summons to meetings
extraordinary Board of Directors, it is enough to summon the directors by email to the address
of the respective director or, failing that, by any written form provided that it gives reasonable
security of your fidelity.
In view of the above, the Chairman proposes to replace the text of Article Ten.
Third of the statutes of the Company by the following:
“Thirteenth Article. The Board of Directors shall ordinarily meet at least once every year.
three months, on the days and hours indicated by it and also extraordinarily, when it is
appointed by the President, on his own initiative or at the request of one or more directors. The sessions
They shall be held at the registered office. However, with the assistance of all the
Principal Directors, Board of Directors meetings may be held anywhere in the country or in the country.
foreigner. No summons shall be required for regular meetings of the Board of Directors. The citation
Extraordinary sessions will be practiced by email to the address of the Director
respective or, failing that, by any written form provided that it gives reasonable assurance of
His faithfulness. The summons to an extraordinary session must contain a reference to the matters
to be dealt with in it, which may be omitted if the session attends the unanimity of the
directors of the Company. It will not be necessary to prove the summons to a third party
After a brief debate, the Board, by the unanimity of its members present, approved the
modification of the Thirteenth Article of the Bylaws of the Company in accordance with the
terms proposed by the President.
VL SIGNATURE OF THE MINUTES.
The Meeting agreed, unanimously by the shareholders present, that the minutes of this Meeting would be
signed by all the representatives of the shareholders present at the meeting, together with the
President and the Secretary.
VII. PROCESSING OF AGREEMENTS AND GRANTING OF POWERS.
The Meeting agreed, unanimously by the shareholders, to record that, in accordance with
with the provisions of article 72 of the Law of Corporations, the minutes of this
The meeting shall be deemed approved from the moment it is signed by the
attending shareholders, together with the Chairman and the Secretary, and from that moment on they will be able to
carry out the agreements to which it refers.
The Board also agreed, unanimously, to empower Mrs. Catalina Weston D’Albuquerque,
Mr. Arnaldo Gorziglia Cheviakoff and Mr. José Ignacio Benavente Ortúzar, so that, acting
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separately and indistinctly any one of them, reduce to public deed, in whole or in
part, the minutes of this Meeting, and the bearer of an authorized extract of said deed
public to require the publications, annotations, registrations and sub-registrations that
are necessary according to the law.
There being no other business to discuss, the meeting was adjourned at 09:30 hours.
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. Activate SpA pb. Sembrador SpA
Resident PP. Asesorías e Inversiones 1 y F Ltda.
E to Cod, :
Miguel Allamand Zavala Catherine Weston
pp. Exporter SubSole $.A. * Secretary
7 oaquín Lobel
pp. Asesorías e Inversiones I y F Ltda
ATTENDANCE SHEET
EXTRAORDINARY SHAREHOLDERS MEETING
SEMBRADOR CAPITAL DE RIESGO S.A.
Santiago, August 26, 2020
Shareholder Shares Firm
Sembrador SpA, represented | Per 996 shares N
by don Joaquín Lobel.
Activa SpA represented by don | for 2 shares
Joaquin Lobel.
Asesorías e Inversiones 1 y F | for 1 action >
Ltd. represented by Don
Joaquin Lobel.
Exportadora Subsole S.A. | per 1 share
represented by don Miguel
Allamand Zavala A Ollas A 2
Catherine Weston
Secretary
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=905eaa70bbf920481181514cca69a591VFdwQmVVMXFRVEJOUkVWNVRucEplRTFCUFQwPQ==&secuencia=-1&t=1682376108
