EJCSAV
ESSENTIAL FACT
Compañía Sud Americana de Vapores S.A.
Registration of Securities Registry No. 76
Santiago, April 7, 2022
Mr. Kevin Cowan Logan, Vice-President of the Commission for the Financial Market, Av. Liberator Bernardo O’Higgins 1449.
Dear Sir or Madam:
In accordance with the provisions of Article 9 and the second paragraph of Article 10 of Law No. 18,045, and the provisions of General Standard No. 30, duly authorized by the Board of Directors at a meeting held on April 7, 2022, I inform the Financial Market Commission, as ESSENTIAL FACT of Compañía Sud Americana de Vapores S.A. (“CSAV”), registration in the Securities Registry No. 76, the following:
– Convenes Shareholders’ Meetings.
– The Board of Directors agreed to convene an Extraordinary Shareholders’ Meeting of CSAV to be held at 9:00 a.m. on April 29, 2022, and an Ordinary Shareholders’ Meeting to be held immediately following the previous one, both to be held exclusively in person, at the CasaPiedra event center located on Avda. San Josemaría Escrivá de Balaguer 5600, Vitacura, Metropolitan Region.
– Matters of the Ordinary Shareholders’ Meeting.
– The matters of an Ordinary Shareholders’ Meeting established by the Law on Corporations will be discussed, including the total renewal of the Board of Directors due to the vacancy left upon the death of Mr. Arturo Claro Fernández (+) and the proposal for the distribution of dividends mentioned in the following point.
– Dividend Proposal.
– Subject to approval of the matter of the Extraordinary Shareholders’ Meeting indicated below – regarding the additional dividend -, the Board of Directors agreed to propose to the Ordinary Shareholders’ Meeting the distribution of the following final dividends, for a total of €1,322 million (one thousand three hundred and twenty-two million Euros), which corresponds to €0.0257599997934 per share:
– Dividend No. 325 Mandatory Minimum. For the balance of the mandatory minimum dividend after imputing the interim dividend of US$450 million paid on October 20, 2021. This dividend will be paid on May 27, 2022, to shareholders registered in the Shareholders’ Registry at midnight on May 20, 2022.
– Additional dividend N° 326. For the remainder of the total amount of €1,322 million indicated above after deducting the amount of dividend No. 325. This dividend will be paid on June 15, 2022, to shareholders registered in the Shareholders’ Registry at midnight on June 9, 2022.
The exact distribution of the €1,322 million between dividends No. 325 and 326 will be reported at the Ordinary Shareholders’ Meeting, taking as reference the EUR/USD exchange rate in force on April 29, 2022 reported by the Central Bank of Chile.
Dividends Nos. 325 and 326 will be paid by CSAV in pesos, legal tender, using for these purposes (i) the EUR/USD WM/R exchange rate published by Reuters at 16:00 London time, the day before the deadline for registration in the Register of Shareholders, and (ii) the ‘observed’ USD/CLP exchange rate published by the Central Bank of Chile, on the deadline for registration in the Shareholders’ Register indicated above. CSAV will promptly publish exchange rates as information of interest on its website.
CSAV will publish the respective notices and send the information in the terms and deadlines established by the Law on Corporations and Circular No. 660, with plans to publish the first notice of summons on April 14, 2022.
-Financing.
– In order to have the cash available to pay dividends Nos. 325 and 326, the Board of Directors agreed to (i) accept the financing proposals received by Scotiabank and Itaú Corpbanca, (ii) and submit to the procedure for approval by the Extraordinary Shareholders’ Meeting of Title XVI of the Law on Corporations – as indicated in the following point – a financing proposal from Banco de Chile.
The financing proposals include in aggregate funds of up to US$550 million to be provided by Scotiabank, Itaú Corpbanca and Banco de Chile, maturing on June 10, 2023, which cover the temporary cash mismatch that CSAV will experience due to the opportunity – later – in which it will receive the full flow of dividends distributed by Hapag Lloyd AG.
– Matter of Extraordinary Shareholders’ Meeting.
– As this is an operation between related parties, the Extraordinary Shareholders’ Meeting will be submitted to hear and pronounce on the financing proposal of Banco de Chile set forth above, which for this bank amounts to US$173.3 million.
– For these purposes, the Board of Directors: (i) subject to the provisions of the numerals (ii) to (iv) below, proposes Banco de Chile’s financing offer to shareholders; (ii) has appointed Link Capital Partners as an independent evaluator to rule on matters required by the Law on Corporations; (iii) has brought the financing offer to the attention of the Directors’ Committee for its pronouncement and report; and (iv) has resolved to summon the Extraordinary Shareholders’ Meeting,
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=b5b8d8907f95d1bf08344da37bbc1395VFdwQmVVMXFRVEJOUkVWNlRucEJkMDUzUFQwPQ==&secuencia=-1&t=1682376108
