000 ==
:Telephone
Santiago, January 5, 2023.
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
TELEFÓNICA CHILE S.A.
Registration Registry of Securities N*009
ESSENTIAL FACT
From our consideration:
In compliance with the provisions contained in articles 9 “and in the second paragraph of article 10 of
Law No. 18,045, on the Securities Market, to the continuous information standards contained in the Standard
of General Character N*30 of the Commission for the Financial Market, and duly authorized by the Board
of Shareholders of Telefónica Chile S.A. (the “Company”), I inform you, as an essential fact, that on the day of
yesterday, Wednesday, January 4, 2023, an Extraordinary Shareholders’ Meeting was held, in which they were adopted
The following agreements:
1.- Decrease the share capital with respect to the six shares not subscribed or paid from the
capital increase agreed at the Extraordinary Shareholders’ Meeting held on August 11, 2022,
remaining the same in the amount of $ 809,772,774,343, divided into 1,229,062,235 registered shares,
of the same series, without nominal value.
2.- Increase the share capital by $65,000,000,626, through the issuance of 76,201,642 new shares
of payment, nominative, of the same series and without nominal value. In accordance with this capital increase, the
It amounts to the sum of Ch$874,772,774,969, divided into 1,305,263,877 registered shares, of a
same series and without nominal value.
It was also agreed to:
a) That the 76,201,642 new payment shares be placed at the price per share corresponding to
“book value” for each share of the Company, corresponding to $853 each, based on States
Financial of the Company as of September 30, 2022.
b) That the new payment shares that are going to be issued, will be offered exclusively to the gentlemen
shareholders in proportion to those they have registered in their name in the Register of Shareholders, on the fifth day
prior to the date of publication of the notice initiating the preferred option period.
c)
a)
3.-
That the payment shares to be issued that are not subscribed by the shareholders during the period of
Preferred subscription and those proceeding from the pro rata of shares offered, are offered in
a period of seven calendar days exclusively to shareholders who, having subscribed in full
the shares that corresponded to them during the legal preferential subscription period, have manifested
in writing your willingness to subscribe for the shares not subscribed during that period and those
from the pro rata, in proportion to the percentage of shares they hold calculated on the
share capital of the Company in force on the day prior to the date of this Meeting, once terminated
the legal preferential subscription period, percentage to be applied on the remaining shares
not subscribed.
That the term for subscribing the shares to be issued under the agreed capital increase will be
of one year from the date of this Extraordinary Shareholders’ Meeting, and that the value of
Each share to be subscribed must be paid in cash at the time of subscription.
It was agreed to modify the fourth, fifth, fifteenth and first transitory articles of the Statutes
of the Company, being drafted as follows:
“ARTICLE FOUR: The object of this Society is:
a) The establishment, installation, operation, exploitation and administration, in general, of all types of networks,
telecommunications, information, communication and audiovisual broadcasting systems and services,
entertainment and any other related subject-matter, including any transmission, broadcast,
processing, recording and receiving signs, signals, writings, sounds and images of any
nature, by means of physical lines, radioelectricity, optical, electromagnetic or other means
systems that science or technologies allow;
(b) The establishment, installation, operation, operation and administration, in particular, of all services
of telecommunications in respect of which the corresponding Administrative Authority grants
respective concessions, permits and/or service authorizations;
c) Advice and management in the field of networks, systems and services of telecommunications, information,
communication and audiovisual broadcasting, entertainment and any other related service;
(d) Research and development in the fields of activity numbered above;
e) Design, development, manufacture, improvement, import, export, distribution, marketing,
repair, maintenance and the performance of any other industrial or commercial activity, relating to any kind
of networks, systems, products, equipment, elements, accessories and materials, without exception,
related to telecommunications, information, audiovisual communication and broadcasting and
entertainment;
(f) The conduct of all kinds of commercial activities related to telecommunications, the
information, audiovisual communication and broadcasting and entertainment, including purchase, sale and
promotion of own or third-party services and products;
g) Participation in organizations, institutions, forums and study groups, of an academic, business nature
or of any other kind, related to the activities of the Company; and
h) The signing of all kinds of agreements or agreements related to the activities of the Company.”
“ARTICLE FIVE: The capital of the company is the amount of eight hundred and seventy-four thousand seven hundred
SEVENTY-TWO MILLION SEVEN HUNDRED SEVENTY-FOUR THOUSAND NINE HUNDRED AND SIXTY-NINE PESOS, DIVIDED INTO ONE THOUSAND
THREE HUNDRED AND FIVE MILLION TWO HUNDRED AND SIXTY-THREE THOUSAND EIGHT HUNDRED AND SEVENTY-SEVEN REGISTERED SHARES, OF
the same series, without nominal value, which is subscribed and paid in the manner indicated in Article One
Transient.”
4.-
5.-
“ARTICLE FIFTEEN: The meetings of the Board of Directors shall be ordinary and extraordinary. The first
shall be held at least once a month on the dates predetermined by the Board of Directors, and the second shall be
shall be held when specifically summoned by the President or Vice-President, as the case may be, by himself or at the request of one
or more Directors, subject to qualification by the President or Vice-President, as the case may be, of the need for
its celebration. The foregoing, unless it is requested by an absolute majority of the Directors, in the case of
which must necessarily be held the meeting without prior qualification. In extraordinary sessions only
The matters specifically indicated in the call may be dealt with and they must be cited by the media.
of communication determined by the Board of Directors, by the unanimity of its members provided that they give reasonable
assurance of their fidelity or, in the absence of such means, by registered letter dispatched
to each of the Directors at least three days in advance of the day of its celebration. This period may
be reduced to twenty-four hours in advance, if the letter is delivered personally to the Director by a
Notary Public.
The summons to an extraordinary session must contain a reference to the subject matter to be dealt with in it and may be omitted.
if all the Directors of the Company attend the meeting.”
“FIRST TRANSITORY ARTICLE: The capital of the company is the amount of eight hundred and seventy-four thousand.
SEVEN HUNDRED AND SEVENTY-TWO MILLION SEVEN HUNDRED SEVENTY-FOUR THOUSAND NINE HUNDRED AND SIXTY-NINE PESOS, DIVIDED
in one thousand three hundred and five million two hundred and sixty-three thousand eight hundred and seventy-seven registered shares,
of the same series, without face value, is subscribed and paid, and will be subscribed and paid as follows: (a)
in the amount of eight hundred nine thousand seven hundred and seventy-two million seven hundred and seventy-four thousand.
Three hundred and forty-three pesos, corresponding to the amount of one thousand two hundred twenty-nine million sixty
and two thousand two hundred and thirty-five registered shares, of the same series, without par value, which are
are fully subscribed and paid prior to this date, and (b) in the amount of sixty-and-
Five billion six hundred and twenty-six pesos, corresponding to the amount of seventy-six million
Two hundred one thousand six hundred and forty-two registered shares, of the same series and without par value, to be
subscribed and paid within one year from the fourth day of January, two thousand and twenty-three.”
Establish consolidated text of the Company’s Bylaws.
Adopt all other agreements and grant all the powers that are necessary to materialize
what was agreed at the Extraordinary Shareholders’ Meeting.
Yours sincerely yours,
GLADYS MARINA Digitally signed by
GLADYS MARINA FUENTES
ESPINOZA SOURCES
ESPINOZA e 2025.01.05 21:37:00
Gladys Fuentes Espinoza
Secretary General and of the Board of Directors
p.p. Telefónica Chile S.A.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=dfcbeba5054ff6377cf863808f1371f5VFdwQmVVMTZRWGhOUkVGM1RtcEJlRTlSUFQwPQ==&secuencia=-1&t=1682376108
