CERTIFICATE
In accordance with Section II N* 2.3 a) of General Standard N* 30 of the
Commission for the Financial Market, dated November 10, 1989, certified that the
Document that is attached is a true copy of the minutes of the extraordinary meeting of shareholders of
Transchile Charrúa Transmisión S.A, held on May 27, 2022.
Santiago, June 07, 2022.
Juan Andres Cebreiro
General Manager
Transchile Charrúa Transmisión S.A
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MINUTES OF EXTRAORDINARY SHAREHOLDERS’ MEETING AND xxBE Y
TRANSCHILE CHARRÚA TRANSMISIÓN S.A. SÁÚNTIASA
In Santiago de Chile, on May 27, 2022, being 09:00 hours, in the offices located in
Avenida Andrés Bello 2711, office 1801B, Las Condes, met in Extraordinary Meeting of
Shareholders the shareholders of Transchile Charrúa Transmisión S.A. hereinafter and
indistinctly the “Society”.
1. ATTENDEES
According to the attendance list signed by the shareholders or their proxies,
The following persons attend this Extraordinary Shareholders’ Meeting:
a) Ferrovial Power Infrastructure Chile SpA, formerly Ferrovial Transco Chile SpA,
represented by Víctor Carvajal Vieyte, for 14,557,279 shares; and
(b) Ferrovial Transco Chile II SpA, represented by Nelson Sánchez Sánchez,
for 1 share.
2. PRESIDENCY AND SECRETARY
This extraordinary meeting, in an ad-hoc manner, was chaired by Mr. Víctor Carvajal Vieyte and acted as
recording secretary Mr. Nelson Sánchez Sánchez.
3. ASSISTANCE OF NOTARY PUBLIC
In accordance with the provisions of Article 57 of Law N? 18.046, attended the meeting by the Notary
Public Mr. Eduardo Diez Morello.
4. CONSTITUTION OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING AND
POWERS.
In accordance with the attendance list, they are duly represented in the room.
14,557,280 shares, corresponding to 100% of the shares issued by the Company. The
Powers that empower attendees to represent shareholder companies are
duly approved by the unanimity of the attendees.
It is recorded that this meeting was self-convened, so in accordance with article
60 of Law N? 18.046 on Corporations it was not necessary to hold a session of
Directory that cites it, as well as not practicing the notices in the newspapers or the sending of
Letters to the shareholders, since it was counted in advance with the assurance that he would attend
all issued shares of the Company, as indeed has happened.
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With the quorum present, that is, 100% of the shares validly issued, it is possible, E
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To constitute the extraordinary meeting of shareholders. In view of the above, the President declark, 84 TAO
initiated this extraordinary meeting of shareholders of the Company (the “Meeting”). a”
5. PURPOSE OF THE MEETING AND TABLE.
A. Decrease in Capital.
The President briefly presents the current financial situation of the Company and explains
that to date the capital of the company is the sum of 13,369,507.97 States dollars
United States of America, divided into 14,557,280 registered shares of a single
series and without nominal value, which is fully subscribed and paid. Likewise,
states that it was convenient for the development of the Company to reduce the capital of
the same in the amount of 13,365,000 United States dollars, without
Cancel actions.
In view of the above, it proposes to the meeting to proceed with a decrease in capital.
social, from the sum of USD 13,369,507.97, divided into 14,557,280 common shares,
nominative, all of the same series and without nominal value, to the sum of USD 4,507.97
that is, a decrease of USD 13,365,000.
Agree: Bearing in mind the statements made by the President, and unanimously the
shareholders agreed to approve a reduction in the Company’s capital, from the
current amount of USD 13,369,507.97, divided into 14,557,280 common shares,
nominative, all of the same series and without nominal value, to the sum of USD 4,507.97
divided into 14,557,280 ordinary shares, nominative, single series and worthless
nominal, that is, a decrease of USD 13,365,000.
The amount by which the capital is reduced shall be distributed to all shareholders on a pro rata basis of
their participation, 30 days after publication in the Official Journal
of an extract of the public deed to which the minutes of this Meeting are reduced.
B. Reform of the Bylaws.
The President explained to the meeting that, already approved the decrease in the share capital
In the terms indicated above, that change was to be reflected in a modification of the
statutes of the Company, in particular in its fifth and first transitory articles.
Agreement: shareholders unanimously approved amendments to articles five and
First transitory of the Bylaws, replacing their texts with the following:
“Article Five: The share capital is the sum of 4,507.97 United States dollars.
of America, divided into 14,557,280 common shares, nominative, of a single series and
without nominal value, which is fully subscribed and paid.”
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“First Transitory Article: The share capital is the sum of 4,507.97 dollars of the” N
United States of America, divided 14,557,280 into registered common shares of
a single series and without nominal value, which is fully subscribed and paid, and
corresponds to the following shareholders: /a/ Ferrovial Power Infrastructure Chile SpA,
formerly Ferrovial Transco Chile SpA, for 14,557,279 shares, and /b/ Ferrovial Transco
Chile IT SpA, for one share.”
6. COMPLIANCE WITH AGREEMENTS AND SIGNING OF MINUTES.
It was agreed by the unanimity of the shareholders to immediately implement the agreements
adopted at this Meeting, without waiting for a subsequent approval of this minutes or compliance with
No other formality, it being understood to be approved as soon as it is signed by all
persons who must subscribe to it in accordance with the provisions of article 72 of the Law
N? 18.046.
7, REDUCTION OF THE ACT TO PUBLIC DEED.
It was unanimously agreed to empower Mr. Cristóbal Morandé Cuevas, Teresita Vinagre
Cañas, Jose Spoerer, Diego Garay Perez and Victor Carvajal Vieyte for any of
They reduce to public deed, at any time, in whole or in part, the minutes of this
Meeting. It was also agreed to empower the bearer of an authorized copy of said public deed, and
of an authorized extract thereof, to require all registrations, sub-registrations and
annotations of said deed and/or extract in the corresponding records.
Before closing the meeting, the Chair gave the floor and there being no other business.
to deal with, the Board was terminated at 10:00 a.m.
Nelson Sanchez Sanchez
Secretary
Nelson Sanchez Sanchez
p.p. Ferrovial Power Infrastructure Chile p.p. Ferrovial Transco Chile II SpA
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CERTIFICATE.
The undersigned Notary certifies that he attended the Extraordinary Shareholders’ Meeting of
Transchile Charrúa Transmisión S.A., held on May 27, 2022, referred to in the minutes
above; and that this is a faithful and exact account of what happened and agreed at the meeting.
Santiago, May 27, 2022.-
EXTRAORDINARY SHAREHOLDERS MEETING
TRANSCHILE CHARRÚA TRANSMISIÓN S.A.
ATTENDANCE SHEET
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SANCTIASE
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Shareholders present at the Extraordinary Shareholders’ Meeting of TRANSCHILE
CHARRÚA TRANSMISIÓN S.A., held on May 27, 2022, at the offices
located at Avenida Andrés Bello 2711, office 1801-B, Las Condes, being 09:00 hours,
Sign this attendance sheet:
Shareholder
Proxy
N” Actions
Shareholder’s signature
Ferrovial Power Victor Carvajal 14,557,279
Infrastructure Chile SpA Vieyte
Ferrovial Transco Chile Nelson Sánchez 1
T SpA Sanchez
Total Shares 14,557,280
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=0fa5eb98fdb2fd17fa1a33ac1c99bdd0VFdwQmVVMXFRVEpOUkVreFRWUkZNRTUzUFQwPQ==&secuencia=-1&t=1682376108
