he SIPSA
SIPSA SOCIETY AMONMIMA
SIPSA SOCIEDAD ANÓNIMA
REGISTER OF SECURITIES NO 316
ESSENTIAL FACT
Santiago, April 26, 2023
Mrs.
Solange Berstein Jáuregui
Chairman
Financial Market Commission
Av. Liberator Bernardo O’Higgins N? 1.449
Present
Ref.: Communicates Board agreements
Extraordinary and Board
Ordinary of SIPSA Sociedad
Anonymous.-
From our consideration:
In compliance with the provisions of Article 9 and the second paragraph of Article 10 of the
Law No. 18.045 and in accordance with the rules of continuous information contained in the Standard
General No 30 of the Commission for the Financial Market, in my capacity as
General Manager of SIPSA Sociedad Anónima, duly empowered by the Board of Directors of
society, I would like to inform you of the following, as an essential fact that with date
April 26, 2023, Extraordinary Meeting and Ordinary Shareholders’ Meeting were held, in
which were agreed as follows:
IL. Extraordinary Shareholders’ Meeting, held from 09:00 hours:
1. Cancel the shares of the Company in the Securities Registry, for its
transformation into a Closed Public Limited Company.
2. Other supplementary agreements necessary to implement the agreement
precedent.
In accordance with the provisions of Article 2, paragraph 6 of Law No. 18,046 on
Corporations, the agreement on the matter indicated with number 1.
precedent grants dissident shareholders the right to withdraw from SIPSA, upon payment
by this of the value of its shares.
Atlantis Building: Avda. El Bosque Norte 0440 – Of. 1101 – Las Condes – Santiago – Chile
Phone 56-2-2362 3300 – Fax 56-2-2362 3351 – sipsaCsipsa.cl
he SIPSA
SIPSA SOCIETY AMONMIMA
For the purposes of the right of withdrawal, the following must be borne in mind:
a) Dissent: To exercise the right of withdrawal, a shareholder must declare himself a dissenter to
approval of this cancellation as follows:
to. Those who in the same Board vote against the cancellation of the
shares in the Securities Registry, and
b. Those who do not attend the Meeting, express their disagreement with
written within 30 days from the date of conclusion of the
Meeting; that is, as of May 26, 2023.
Additionally, it is reported that those shareholders who have attended this
assembly, abstain from exercising their right to vote on the acceptance of the
Offer, they will not be considered as dissidents and, therefore, will not be able to exercise the
Right of withdrawal.
b) Term: This right of withdrawal may be exercised within 30 days
from this date. Therefore, dissenting shareholders may exercise the right to
withdrawal by unequivocally stating in writing its willingness to withdraw within the
Deadline that expires on May 26 of this year.
e) Shares: Shareholders who express their dissent in the manner explained above
They may only exercise the right of withdrawal for all the shares they held registered
in the Shareholders’ Register as of April 19, 2023.
d) Communication: All dissenting shareholders who decide to withdraw from the
Company, must communicate their clear willingness to exercise their right to withdrawal by
disagree with the decision taken at this Meeting, by registered letter, or
By written presentation delivered to the offices of the Department of Actions of
the Society, located at Avenida El Bosque Norte N*0440, 8th floor, commune of Las
Counts. For these purposes, a model of the
letter to be used to properly exercise their right of withdrawal.
According to the Law on Corporations, it will be considered as the date of
exercise of the right of withdrawal, the date of receipt by the Company of the
Communication in the manner indicated above. If this communication is sent
by registered letter, the third working day shall be deemed to be the date of receipt
following delivery to post offices.
Atlantis Building: Avda. El Bosque Norte 0440 – Of. 1101 – Las Condes – Santiago – Chile
Phone 56-2-2362 3300 – Fax 56-2-2362 3351 – sipsaCsipsa.cl
he SIPSA
SIPSA 3OCIEDAD
T.
ANOMIME
e) Withdrawal Price: Because SIPSA has no stock market presence, the price for
action payable to shareholders who have manifested or may
Manifesting dissent, duly exercising their right of withdrawal, amounts to
carrying value of SIPSA shares, determined by dividing the
equity for the total number of shares subscribed and paid for in the Company
with the right to withdrawal reaching 112,130,828. Based on the figures of the
balance sheet of the last FECE as of 31 December 2022, the book value of the
SIPSA shares, converted to pesos, legal tender, and adjusted
according to the variation of the Development Unit between the closing date of said
balance sheet and the date of this Meeting shall constitute the price payable to shareholders
dissidents who make the right effective and it amounts to $ 325.816299 (three hundred
twenty-five comma eight one six two nine nine pesos) for each share of SIPSA
that are registered in the name of the dissenting shareholder, on the date indicated above.
f) Payment of the Withdrawal: As indicated in article 71 of the LSA, the price of
the shares of shareholders exercising the right of withdrawal, as expressed
Previously, it will be paid without any surcharge, within 60 days
following that date, i.e. within the deadline expiring on 25 June 2023,
from the day fixed by the Board of Directors for this purpose, date to be communicated
by means of a publication to be made in the newspaper Las Últimas Noticias and
by registered letter sent to shareholders who have exercised the right to
retreat. In order to receive payment, shareholders holding the securities of the
Actions must be delivered to the offices of the Department of
SIPSA shares located at Avenida El Bosque Norte N*0440, 8th floor, commune
of Las Condes.
The dissenting shareholder may waive his right of withdrawal until
before the Company makes the payment.
Ordinary Shareholders’ Meeting, held from 09:30 hours:
Approve the Annual Report, Financial Statements and auditors’ report
external for the year ended December 31, 2022;
2. Not paying dividends.
3. Approve that the board of directors does not receive a diet during the year 2023.
4. Appoint the firm Ernst $ as an external audit firm for the year 2023
Young Professional Audit and Advisory Services Limited.
Atlantis Building: Avda. El Bosque Norte 0440 – Of. 1101 – Las Condes – Santiago – Chile
Phone 56-2-2362 3300 – Fax 56-2-2362 3351 – sipsaCsipsa.cl
BISIPSA
SIPSA 3ANONYMOUS SOCIFITY
5. Designate the newspaper Las Ultimas Noticias to publish the notices of summons to the meeting.
transactions with related parties.
another particular, Yours sincerely,
General Manager
Sipsa S.A.
C.C.: Santiago Stock Exchange.
Electronic Stock Exchange of Chile.
Valparaiso Brokers Exchange
Atlantis Building: Avda. El Bosque Norte 0440 – Of. 1101 – Las Condes – Santiago – Chile
Phone 56-2-2362 3300 – Fax 56-2-2362 3351 – sipsaOsipsa.cl
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=098180677b9520619a2e6a480dec2e6bVFdwQmVVMTZRVEJOUkVVelQxUkpNMDVCUFQwPQ==&secuencia=-1&t=1684470982
