ESSENTIAL FACT
EMILIANA VINEYARDS S.A.
Registration Registry Values SVS N*308
Santiago, March 17, 2023
Mr.
Chairman of the Board
Financial Market Commission
Present
Ref.: Summons to Ordinary and Extraordinary Shareholders’ Meetings of Viñedos Emiliana S.A.
From our consideration,
In compliance with the provisions of Article 9? and second paragraph of Article 10%, both of Law N”
18.045, in the Law on Corporations and in General Rule No. 30 of the Commission for the
Financial Market (formerly Superintendence of Securities and Insurance), I come to report on the following
essential fact concerning Viñedos Emiliana S.A. (the “Company”):
The Board of Directors of the Company agreed, at a meeting held on March 16, 2023, to summon the shareholders to
Ordinary Shareholders’ Meeting for April 20, 2023, at 9:30 am, to be held at the offices
social located at Av. Nueva Tajamar 481, Torre Sur, Piso 9, oficina 905, commune of Las Condes, Santiago.
Likewise, the Board of Directors agreed to summon an Extraordinary Shareholders’ Meeting for the same day, April 20,
2023, to be carried out immediately thereafter and at the same address indicated above for the realization of
the previous Ordinary Meeting. Shareholders may also attend remotely and simultaneously according to
the provisions of General Standard No. 435 and Commission Circular No. 1141 for the
Financial market. If for any reason the Meetings cannot be held physically, they will be held.
It will be carried out exclusively by remote means in accordance with the above. For these purposes, the Society
inform both on its website and in the notices of summons to the Boards, about the mechanism of
remote participation and voting to be used at the Meetings and on the way in which each shareholder or his
representative, may prove their identity and power, if any.
The purpose of the Ordinary Shareholders’ Meeting will be to deal with the following matters:
1. Approval of the report, balance sheet and financial statements for the year ended 31 December
2022, and the report of the external auditors for the same year;
2. Distribution of profits and distribution of dividends;
3. Approval of the dividend policy;
4. Setting directors’ remuneration for the financial year 2023;
5. Information on the expenses of the board of directors during the fiscal year 2022;
6. Appointment of the Company’s external auditors;
7. Information on transactions with related parties pursuant to Articles 146 and
following of the Law on Corporations;
8. Designation of the journal in which the legal publications will be made; and
9. In general, all matters that according to the law are specific to the Ordinary Meeting.
It is hereby noted that at the aforementioned Board meeting it was also agreed to propose to the Ordinary Meeting.
of Shareholders distribute a dividend of $ 0.5.- per share, charged to profits of the year 2022.
Likewise, it is reported that the Board of Directors agreed to propose to the Ordinary Shareholders’ Meeting, as the date of
Payment of dividends, on May 26 of the current year.
The Board of Directors also agreed to propose to the shareholders as a dividend policy to distribute to the
less 30% of the Company’s profits, which may be charged to the profits of the Company.
year or to the profit reserve funds of previous years, either by the shareholders’ meeting,
by means of definitive, additional or eventual dividends, or by the Board of Directors, by means of provisional dividends,
in the latter case, charged to the profits of the corresponding year, the Board of Directors may set for
these effects the amount of said dividends and their time of payment, provided that the above does not prevent or hinder
the fulfillment of the financial obligations that the Company has or that it may assume in the future.
The dividend policy referred to above is intended to keep the Company within a level of debt
moderate, which allows you to make investments in the near future, according to the business model that has been
has been running for the last few years. Compliance with the dividend policy to be proposed
It is, of course, conditioned to the profits that are actually obtained, to the projections of
results that can be realized from time to time, to the availability of funds, and the dividends that, to their
The Company receives from its own subsidiaries.
Pursuant to the provisions of Article 76 of Law No. 18,046, you are informed that the financial statements
of the Company and the report of the external auditors are available on the Company’s website
http://www.emiliana.cl from April 5, 2023.
Likewise, the Board of Directors of Viñedos Emiliana S.A. agreed in the aforementioned session, to summon the gentlemen
shareholders to the Extraordinary Shareholders’ Meeting to be held on the same day April 20, 2023,
immediately following the previous Ordinary Meeting, at the corporate offices located at Av. New
Tajamar 481, Torre Sur, Piso 9, oficina 905, comuna de Las Condes, Santiago. The Extraordinary Meeting of
Shareholders will aim to deal with the following matters:
1. As part of the process of certification of Company B as a B Corporation, rule on the
Modification of the bylaws by incorporating a couple of provisions, in terms of
that the Society must reasonably seek to generate a positive impact for the community, the people
linked to it and the environment; and
2. Adopt all other agreements necessary for the implementation of the resolutions adopted with
reason for the above.
We would be grateful if the Commission had presented this information and considered the legal requirements and
regulations that oblige Viñedos Emiliana S.A. to provide it.
Yours sincerely.
The e
(Christian! Rodrigez Larrain
> General Manager
_Vañédos Emiliaña S.A.
C.c. Electronic Bag
Stock Exchange
Brokers Exchange/Stock Exchange
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=77cc5f70cc0c93790b05740a2e4a35bdVFdwQmVVMTZRWHBOUkVWNFRYcEpOVTVSUFQwPQ==&secuencia=-1&t=1682376108
