MINUTES N*17 ORDINARY GENERAL MEETING OF SHAREHOLDERS
d TERMINAL PUERTO ARICA S.A.
In Arica, Republic of Chile, on April 18, 2022, at 3:00 p.m., at the offices of the company,
located in this city, Calle Máximo Lira 389, commune of Arica, met in Ordinary General Meeting the
shareholders of Terminal Puerto Arica S.A., with the assistance of the following persons: One / Don Ignacio
Plubins Canessa representing 5,000 shares owned by Neltume Ports S.A.; Two/ Don Hermann Gratzl
Hausmann representing 5,000 shares owned by Inversiones y Construcciones Belfi S.A. Total
Shares present and represented: 10,000 shares, equivalent to 100% of the total number of shares issued
with the right to vote for society. Specially invited attended, the General Manager of the society, Don
Gabriel Tumani Karmy. The following was discussed and agreed:
TABLE: The table was appointed in accordance with the provisions of Article 61 of the Law
N*18.046, on Corporations. This Ordinary Shareholders’ Meeting was chaired by Mr. Pablo Ihnen of the
Source, through a videoconference that allowed him to be permanently and simultaneously communicated, and
acted as secretary the General Manager Mr. Gabriel Tumani Karmy.
ATTENDANCE SHEET AND APPROVAL OF POWERS: The participants signed the attendance sheet
prescribed by Article 71 of the Regulations of Corporations, which it was agreed to keep among the papers
of society. Next, the power of Don Ignacio Plubins Canessa to represent Neltume was approved.
Ports S.A., and the power of Mr. Hermann Gratzl Hausmann to represent Inversiones y Construcciones Belfi
S.A.
CONSTITUTION OF THE BOARD: The Secretary expressed that they were present and duly
represented in the room 10,000 shares issued with voting rights at this date by the Company. He added that
this Ordinary Meeting had been convened for this date at the Board Meeting of the company, held
on March 25. He expressed that having committed all shareholders their attendance, as indeed
had occurred, the formalities of convocation and publication of the notices prescribed by the
law. He added that on March 30, 2022, the summons was sent to the Commission for the Financial Market.
to this Ordinary Shareholders’ Meeting, and in addition, that on that same date were published on the website of the
company, www.tpa.cl, the company’s Financial Statements and Annual Report, as well as the auditors’ report
external corresponding to the financial year 2021, all in accordance with the provisions of articles 54 and 76 of
Law No. 18,046, on Corporations. In consideration of the above, having complied with
to the statutory and legal provisions on this matter, the President declared legally constituted
this Ordinary General Meeting of Shareholders of Terminal Puerto Arica S.A.
PURPOSE OF THE MEETING: The President said that this Ordinary Meeting was intended to submit to the
Consideration of the shareholders the following matters:
1.- Examine the situation of the company and approve the Report, Balance Sheet and Financial Statements
corresponding to the year ended December 31, 2021 and the auditors’ report
External;
2.- Determine the destination of the profits of the year, and in particular, the distribution of dividends;
3.- Determine the remuneration of the board of directors;
4.- Appoint the auditors of the company;
S.- Know and approve operations with related companies in accordance with articles 44 of the Law
N*18,046; and
6.- Consider any other matter of social interest that is within its competence and that refer to in
general to the march of society.
APPROVAL OF THE REPORT, BALANCE SHEET AND FINANCIAL STATEMENTS OF THE COMPANY TO 31
DECEMBER 2021 AND AUDITORS’ REPORT: The Chairman of the Board proceeded to submit to
consideration of shareholders’ report, balance sheet and financial statements of the company as of 31
December 2021, together with the corresponding report of the auditors, which are expressed in thousands
of United States dollars.
By unanimous agreement of the shareholders, it was decided to omit the reading of the Annual Report, the Balance Sheet and
the Financial Statements for the year ended December 31, 2021 and also the report of the
external auditors, in view of the fact that they had already received a copy of these documents and had the opportunity
to impose itself in detail of its content.
The President indicated that the Financial Statements of Terminal Puerto Arica S.A. as of December 31,
2021 were prepared in accordance with International Financial Reporting Standards (IFRS) issued by
the IASB, and reported that according to the aforementioned background, the year ended on December 31
of 2021 yielded a profit of US$5,649,551.61
After examining these documents, the Ordinary Meeting unanimously approved the Report, the Balance Sheet and
the Financial Statements of the company, corresponding to its fiscal year ended December 31, 2021.
DESTINATION OF PROFITS FOR THE YEAR: After an exchange of views, the Board agreed
unanimously not to distribute dividends with the profits obtained in the previous year and to allocate the totality
of the same to increase the fund of accumulated profits maintained by the Company.
The General Manager indicated that the Administration is evaluating the possibility of submitting to the
Consideration of shareholders during the second half of 2022 the distribution of a contingent dividend
charged to the accumulated profits of the Company, the amount and date of payment of which are under analysis, and
which will be informed in due course to the shareholders.
COMPOSITION OF THE COMPANY’S ASSETS: The President then explained that
after the approval given at this Meeting to the Financial Statements of the company and the destination of the profits
For its 2021 financial year, the company’s equity situation is as follows:
Paid-in capital US$ 5,000,000.00
Actuarial reserves US$ (59,826.44)
Accumulated Profits US$ 25,630,626.39
Total Net Worth US$ 30,570,799.95
REMUNERATION OF THE BOARD OF DIRECTORS:
The President pointed out that in accordance with the legal provisions in force and Article Eight of the
Bylaws, it is up to this Ordinary General Meeting to pronounce on the remunerations that
of the Board of Directors for the year 2022. To that end, he proposed that during this period
the remuneration of the Board of Directors consists of a gross monthly allowance for attendance at each session, payable
to the holder or his substitute according to who attends, amounting to 14 Development Units in the case of each Director and
to 28 Development Units in the case of the President.
The Board, after a brief exchange of views on the matter, approved the President’s proposal.
APPOINTMENT OF THE _FISCALIZADORES OF THE COMPANY: The Secretary noted that
in accordance with Article 51 of Law N*18,046 corresponded to the Ordinary General Shareholders’ Meeting
Appoint independent external auditors annually, for the purposes of the audit of the Administration
of society.
He indicated that to date a bidding process is underway whose objective is to identify the best
proposals from various external audit firms to propose one to the Board for lending
its services during the year 2022. In view of the above, he suggested to the Board that the appointment of the
external audit firm for the year 2022 is postponed until after the end of said tender,
which should conclude during the month of May, at which time a
Extraordinary Shareholders’ Meeting to decide on the matter.
The Board, after a brief discussion on the matter, unanimously agreed to postpone the appointment of the auditors.
external for after the end of the current tender, at which time it must be cited as soon as possible
term to an Extraordinary Shareholders’ Meeting for this purpose.
KNOWLEDGE AND APPROVAL OF OPERATIONS WITH RELATED PERSONS.
The President then informed the attendees of the operations with related persons who
are indicated in the company’s Annual Report and noted that they were duly approved by the Board of Directors.
and that they conformed to conditions of equity similar to those prevailing in the market at the time of
its celebration.
The Board took due note of the foregoing and decided to ratify them.
OTHER MATTERS: The Chairman offers the floor to the shareholders to raise any other
matter concerning the progress of the company, without consultations. The Chair then stated:
I.- Report of Expenses of the Board of Directors: In accordance with Article 39 of Law No. 18,046, on Companies
Anonymous, Mr. President reported on the expenses of the Board of Directors for the year 2021,
those that are detailed in the Memory of the society. The Board took due note of the foregoing and decided
ratify them.
TL.- Sending of Minutes to the Commission for the Financial Market: The President indicated that the General Manager
certify and send a copy of the minutes of this Ordinary General Meeting of Shareholders to the Commission
for the Financial Market in accordance with the provisions of General Standard No. 30, which was approved by the
Meeting.
REDUCTION TO PUBLIC DEED: It was agreed to empower Don Gabriel Tumani Karmy, Don Ignacio
Plubins Canessa, to Mr. Cristián Lozano Comparini and Mr. William Comber, so that, acting any
of them indistinctly, reduce to public deed, in whole or in part, the minutes of this General Meeting
Ordinary.
SIGNING OF THE MINUTES: On the other hand, the shareholders agreed that the minutes of this Meeting will be
subscribed by all attendees.
COMPLIANCE WITH AGREEMENTS: It was agreed to record that, in accordance with the provisions of the
Article 72 of Law No. 18,046, signed this minutes by the President and the Secretary of the Board and by the
persons designated for that purpose shall be deemed to have been definitively approved, without the need for any other formality, and
The agreements contained therein may be complied with from that moment.
Having fulfilled the objective of the call, the present Ordinary Meeting was terminated, being the
16: 00 hours.
Hermann Gratzl Hausmann ubins Canessa
Gabriel Tumani Karmy
ATTENDANCE LIST
ORDINARY SHAREHOLDERS MEETING
TERMINAL PUERTO ARICA S.A.
Shareholder N? of Shares Name and signature
NELTUME PORTS S.A. 5.000
INVESTMENTS AND CONSTRUCTIONS 5,000
BELFI S.A. Hermann Gratzl Hausmann
Gabriel Tumani Karmy
CERTIFICATE
Don Pablo Ihnen de la Fuente, who chaired this Board, and Don Gabriel Tumani Karmy, who acted as
Secretary, certify that Mr. Pablo Ihnen de la Fuente has participated in this Ordinary Meeting of
Shareholders of Terminal Puerto Arica S.A. communicated permanently and simultaneously by means of a
videoconference with those who were physically in the room.
Pablo Ihnen de la Fuente i ani Karmy
April 18, 2022
Signature Box
Paul Ihnen of the
Fountain
6866516-7
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=2586b60817480157c994235fafdd1246VFdwQmVVMXFRVEJOUkVVeVRYcEpORTVSUFQwPQ==&secuencia=-1&t=1682376108
