ESSENTIAL FACT
S.A. VIÑA SANTA RITA
REGISTRATION IN THE SECURITIES REGISTER N*390
Santiago, December 20, 2022
Mrs.
Solange Berstein J.
Chairman Financial Market Commission
Avda. Liberator Bernardo O”Higgins 1449
Present
From our consideration:
In accordance with Article 9? and the second paragraph of article 10? of Law N?
18.045, of the Securities Market, the undersigned, duly empowered for this purpose, informs in character
of Hecho Esencial de S.A. Viña Santa Rita (the “Company”) which, at a board meeting held
On December 19, 2022, a new General Regularity Policy was approved for
Operations with Related Parties of the Company, which is attached hereto as an annex.
This policy will be available to the shareholders of the Company at the registered offices and
on the Company’s website, in accordance with the provisions of paragraph b) of article 147
of Law No. 18.046.
Without further ado, greets you sincerely,
Andres Layados Germain
General Manager
pp. S.A. Santa Rita Vineyard
C.C.: – Santiago Stock Exchange.
– Electronic Stock Exchange of Chile.
– Bank Chile
General Regularity Policy for Operations with Related Parties of
Sociedad Anónima Viña Santa Rita
Introduction
In accordance with the provisions of paragraph b) of the second paragraph of article 147 of the
Law N*18.046 de Sociedades Anónimas (“LSA”), Sociedad Anónima Viña Santa Rita (the
“Company”), as an open corporation, establishes the following policy
general of regularity (the “Policy”) with respect to those operations that are
ordinary in consideration of its business, so that the Company can execute such
operations with related parties without the need to comply with formalities and
Procedures established in numbers 1) to 7) of the first paragraph of the aforementioned
article, to the extent that they comply with the requirements established in this Policy.
The Policy was approved at the Company’s Board of Directors meeting held on June 19.
of December 2022, is published on the Company’s website
(www.santarita.cl) and available to shareholders at its offices located on Avenida
Apoquindo 3669, office 601, commune of Las Condes, Santiago.
Object
To. To be included in this policy, an operation not only has to be habitual, but
that the ordinary character of it must be functional to the turn of society. In the
In the case of the Company, this is:
(a) The agricultural, industrial and commercial exploitation of rural properties;
(b) The agricultural, industrial and commercial exploitation of viticulture and its derivatives;
(cc) The provision of food services through the operation of restaurants
and the like;
d) The provision of accommodation services in establishments with characteristics
hotels, inns or guest houses;
(e) Marketing of promotional items;
(f) The development of activities linked to the dissemination of culture and art;
(g) The production, import and marketing of alcoholic beverages;
non-alcoholic in general and other related and complementary activities;
h) To acquire and dispose of, in any capacity, and to give and take for lease, of any kind
of real estate furnished and/or with installations or machinery, and also
those unfurnished, movable, corporeal or intangible property; tax them with
mortgages or pledges of any kind;
1
To enter into partnership contracts of any kind or object; and
In general, execute all acts and conclude all necessary contracts in order
indicated, to the development of its trade or business or to the investment of the funds
available from the Company.
In consideration of the above, the board of directors of Sociedad Anónima Viña Santa Rita
establishes that the following operations are usual and ordinary in consideration
To the social turn:
The acquisition and sale of wine and grapes;
The acquisition of containers, packaging, supplies and supplies necessary for the
operation of the company’s business;
The sale of packaging;
The acquisition and sale of alcoholic and non-alcoholic beverages;
The contracting of services related or complementary to the social turn, such as
computer, computer and telecommunications services; Services of
financial advice; legal services; among others;
The contracting of advertising in social media;
The contracting of services related to various insurance policies; and
Financing operations, including mutual contracts, current account
commercial and any other modality that allows the company to have the
resources that require or make available to entities related to their
cash surpluses.
In view of the foregoing paragraph, they are already considered as
Usual transactions with related parties, merely by way of example:
1.
2.
Purchase of containers and packaging from Cristalerías de Chile S.A.;
Purchase of containers and packaging from Rayén Curá S.A.I.C.;
Sale of packaging to Cristalerías de Chile S.A.;
Contracting services with Servicios Compartida Ticel Ltda.;
Contracting advisory services with Servicios y Consultoría Hendaya S.A.;
Contracting of legal services to law firm Claro y Cía.;
7. Purchase of grapes from Sociedad Agrícola Viñedos Cullipeumo Ltda.; Purchase of water
mineral to Embotelladora de Aguas Jahuel S.A.;
8. Sale to related companies of hotel, restaurant and tourism services;
9. Contracting advertising with Ediciones e Impresos S.A. and Ediciones Financieros
S.A.;
10. Contracting of advisory services to Cía. Electrometalúrgica S.A. for the
contracting corporate insurance policies; and
11. Purchase of oxygen and agrochemicals from Quimetal Industria S.A. and Quimetal
Fertilizantes S.A.
Requirements
In any case, notwithstanding the list contained in this Policy, in accordance with the
literal b) of the second paragraph of article 147 of the LSA, all the operations that the
Company usually celebrates with related parties, they must always comply with
The following requirements:
i. Aim to contribute to the social interest;
ii. Adjust in price, terms and conditions to those that prevail in the
market at the time of approval; and
iii. Do not commit more than 10% of the social asset.
Validity
This policy of regularity will enter into force from the date of its
Approval by the Board of Directors, that is, December 19, 2022, and will remain in force
as long as the Board of Directors of the Company does not agree to its modification. In that case, the
relevant amendments will be made available to the Commission for the Market
Financial, and the advertising requirements demanded by the LSA will be met.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=b69686aa64862b86fa2a2ad82ec66688VFdwQmVVMXFSWGxOUkZFMFRYcEJlazVSUFQwPQ==&secuencia=-1&t=1682376108
