Remote participation system
In line with that informed in the Relevant Event with date April the 3rd, 2020, the company’s board approved the utilization of a remote participation system as the only and exclusive mechanism to attend the Ordinary Shareholders Meeting, which will take place in April 23rd, 2020 at 10:00 AM. The aforementioned system, which will be operated by the company EVoting, will allow participation and voting at a distance, in conformance with that stated in General Norm No. 435 and Official Letter No. 1,141 of the Financial Markets Commission.
Information related to accreditation and power of attorney
In order to participate in the meeting, shareholders must send, between Friday the 17th and Wednesday the 22nd, an email to email@example.com with “JOA PARQUE ARAUCO 2020” as subject, indicating your interest in participating in the meeting and attaching the following information:
1) Shareholder who is a natural person and acts on his/her own:
- Full name;
- Valid Identity Document (“ID”) number
- Email and phone number.
2) Shareholder who is a natural person and acts through a proxy or representative:
- Shareholder’s and proxy’s full name;
- Valid ID number
- The power of attorney form to attend the meeting, which was sent to every shareholder with the respective notice, and is available for download on the company’s webpage http://www.parauco.com/wp-content/uploads/2020/04/Poder-JOA-2020.pdf ; and
- Shareholder’s or proxy’s email and phone number.
3) Shareholder who is a legal person:
- Shareholder’s name or company name;
- Valid ID number of the legal representatives, who must have the faculties to delegate the representation for participation in the meeting, and the valid ID number of the proxy or representative who will participate in the meeting on behalf of the legal person.
- Copy of public document stating the legal status of the legal representative (shareholder)
- The power to attend the meeting, which was sent to every shareholder with the respective notice, and is available for download in the company’s webpage http://www.parauco.com/wp-content/uploads/2020/04/Poder-JOA-2020.pdf ; and
- Shareholder’s or proxy’s email and phone number.
Instructions to access the Ordinary Shareholders Meeting
Shareholders or their representatives (who have previously informed their remote participation and have accredited their power of attorney to participate in the aforementioned manner) should enter the meeting’s webpage, which will be live in the coming days, https://juntaparquearauco.evoting.cl, and validate their identity by entering their valid ID number (in the case of Chileans or Chilean residents, RUT number and document/series number of his identification document).
Once the shareholder’s or representative’s identity has been verified, the Annual Shareholders Meeting webpage will be displayed, along with the shareholder’s or representative’s username, their name, identification document number and the number of shares through which he/she has voting rights. In addition, the company’s total number of shares and the number of shares in attendance will be displayed. Once the meeting starts, the topics to be discussed will be shown.
The website will also have the link that allows shareholders to connect to the meeting’s streaming platform, once it starts.
At 10:00 am on April 23rd you can watch live streaming of the Ordinary Shareholders Meeting through the following link.
The year ended December 31, 2019 resulted in a profit attributable to the shareholders of MMCh$ 93,394 (ninety three thousand, three hundred and ninety four million pesos). According to circular letter 1945 from the Financial Market Commission issued on September 29, 2009, which establishes the standards to determine the distributable profits from the year, the effects of the controlled fair value net of deferred taxes should be discounted from the profits attributable to the shareholders, which amounts to ChMM$ 49,004 (forty nine thousand and four million pesos). As a result, the distributable profit amounts to MMCh$ 44,390 (forty four thousand, three hundred and ninety million pesos).
Considering the previous and according the company’s dividend distribution policy, the Board agreed to propose at the Shareholders meeting the distribution of a dividend amounting to Ch$ 25 (twenty five Chilean pesos) per share, which amounts to MMCh$ 22,643 (twenty two thousand, six hundred and forty three million pesos), which is approximately 51% of the distributable profit. This amount is made up of Ch$ 14.7 pesos relating to the minimum obligatory dividend and Ch$ 10.3 pesos related to an additional dividend, amounting to a total of Ch$ 25 pesos per share.
Finally, related to the dividend distribution policy, the Board proposed to recommend at the Shareholders Meeting to maintain the policy to distribute dividends to the shareholders for an amount no less than 30% of the distributable profit of the year.
Procedure to be used in the dividend distribution and payment.
Shareholders with residence in Chile or abroad.
Regarding shareholders with residence in or outside of Chile, the dividend payment on the date agreed upon at the respective Shareholders Meeting, will be done through one of the following methods:
- Chilean checking, savings or RUT bank account deposit, in which the account is in the shareholder name.
- Cashier’s check at the bank determined by DCV Registros S.A.
Regarding shareholders with residence in our outside of Chile who would like to choose method N°1, an email must be sent to firstname.lastname@example.org soliciting the payment be made through a deposit to the Chilean bank account held by the shareholder.
It is necessary to highlight the payment method chosen by each shareholder will be utilized by the DCV Registros S.A. for every dividend payment, unless the shareholder states his intentions to change methods by writing, registering a new option.
Shareholders who do not chose a payment method will receive payment by cashier’s check, according to method N°2 stated previously, unless there is already registry of a payment instruction through method N°1 in the Company’s Shares Department, in which case the payment will be done via that method.
The respective cashier’s check withdrawal can be made during the 90 day term in the bank determined by DCV Registros S.A., or after this term, in the residence corresponding to the Shares Department of the Company, supervised by the company DCV Registros S.A., which delivers external services in this matter and is located in Av. Los Conquistadores N° 1730, Floor 24, Providencia. Previous to the payment, the Shares Department will have to verify its precedence.
Regarding bank account deposits, DCV Registros S.A. can request, for safety reasons, its verification by the corresponding banks. If accounts indicated by the shareholders are objected, be it by a previous verification process or any other cause, the dividend payment will be made through method N°2 stated previously.
The cashier’s check can only be deposited or cashed personally by the shareholder, or by a third party designated by a power of attorney, which will be validated and retained by the Shares Department of Parque Arauco S.A., along with a valid identity document (Carnet de Identidad) of the person withdrawing the dividend.
Regarding shareholders with residence abroad, according to the Company’s registry, this will apply the additional tax retention corresponding to dividends paid.
Related to the designation of the company’s risk rating agencies, taking in to account the main risk rating agencies that comply with the excellence criteria that the Company requires, and allowing an appropriate negotiation with each of the those with respect to the price of their services, the Board agreed to propose to the Shareholders allowing the Board to designate at least two of the following companies: “Feller – Rate Clasificadora de Riesgo Ltda.”, “Fitch Chile Clasificadora de Riesgo Ltda.”, “Clasificadora de Riesgo Humphreys Limitada” and “ICR Clasificadora de Riesgo Ltda.”
Related to the Board compensation for 2019, and the expense report of the Board corresponding to 2018: It was agreed to propose to the shareholders to maintain the current compensation amounting to UF 125 (One hundred and twenty five Unidades de Fomento) for the Board members and UF 250 (Two hundred and fifty Unidades de Fomento) for the President of the Board. It was also proposed that the compensation be paid on a monthly basis, independent of the number of ordinary or extraordinary sessions that the Directors attend in a month. However, in the event that a Director receives fees from the company or its subsidiaries for functions different than performing his function as a Board member, as well as in the case that a company in which the Director has a majority participation and receives fees related to a contract or agreement between the company and its subsidiaries, it is proposed that the Director receive, directly or indirectly, only the amount that is greater between the Director compensation or the agreed upon fee, as long as the latter is valid.
The company’s Board did not incur any expenses during 2019, besides expenses related to Board compensation.
It is proposed that the Diario Financiero will be the source for company announcements.
The following details the main related party transactions of the Company, which are reported quarterly in the Financial Statements. These did not require a special pronouncement from the Board, in conformance with that stated in Article 171 of the regulations of Law N° 18,046 and the Company’s Habitual Operations Policy.
The related company transactions during the year are detailed as follows:
Related to the Director’s Committee compensation, it was agreed to propose at the Shareholders Meeting to maintain the current compensation, with monthly gross payment amounting to UF 65 (sixty five “Unidades de Fomento”), independent of the number of ordinary or extraordinary sessions that the directors attend during a single month.
Similarly, it was agreed to propose at the Shareholders Meeting to maintain the expense budget for an amount totaling Ch$ 10,000,000 (ten million pesos) annually, or an amount equivalent to the total compensation of the Committee, if this is greater, in order to appropriately perform their functions.