MATERIAL FACT MARCH 27, 2013
The following was resolved at the Regular Board of Directors Meeting of the Company held March 26, 2013:
1. To convene a Regular Shareholders Meeting for 4:00 p.m. on April 30, 2013 in the Inca Room, located at San Antonio 65, 13th floor, Santiago, to discuss matters inherent to this meeting.
2. To propose to the Regular Shareholders Meeting payment of a final dividend of CLP 30 per share against profits for the fiscal year ending December 31, 2012.
MATERIAL FACT APRIL 26, 2013
On April 25, 2013, S.A.C.I. Falabella agreed to the terms and conditions for the issue and placement of foreign bonds for an aggregate of US$700 million. Two series of bonds will be issued and placed under the following conditions:
(a) A Dollar series for US$500 million out to 10 years at an interest rate of 3.86%; and
(b) A Chilean Pesos series equivalent to US$200 million out to 10 years at an interest rate of 6.5%.
According to governing law and regulations, the bonds will not be registered with the Securities and Exchange Commission of the United States of America nor will they be registered with the Securities and Insurance Commission of Chile because they will not be publicly offered in Chile.
MATERIAL FACT MAY 2, 2013
The following resolutions were adopted by the Regular Shareholders Meeting held April 30, 2013:
1. The Annual Report, General Balance Sheet, Income Statement and Opinion of the External Auditors were approved for the fiscal year ending December 31, 2012.
2. A final dividend of CLP 30 per share was approved on account of 2012 fiscal year profits. This dividend will be paid on May 9, 2013 to shareholders in the only series of shares who are registered in the Shareholders Registry on May 3, 2013.
3. A dividend policy was approved for the annual distribution of at least 30% of the net profits in each fiscal year.
4. Ernst & Young were appointed External Auditors of the Company for the 2013 fiscal year.
5. Lastly, other matters inherent to this type of meeting were discussed.
MATERIAL FACT MAY 2, 2013
As disclosed on April 26, 2013, on April 30, 2013, S.A.C.I. Falabella completed the placement of foreign bonds for an aggregate of approximately US$700 million. Two series of bonds were issued and placed under the following conditions:
(a) A Dollar series for US$500 million out to 10 years at an interest rate of 3.86%; and
(b) A Chilean Pesos series for CLP 94,588,500,000 out to 10 years at an interest rate of 6.5%.
MATERIAL FACT MAY 14, 2013
On May 14, 2013, under the recommendation of the Audit Committee that met May 13th, the Board of Directors of S.A.C.I. Falabella approved publication of a summary report on the financial and accounting information, corresponding to the Statement of Income and Consolidated Balance Sheet of the Company for the first quarter of 2013 as well as a summary of the Company’s operating performance in that period.
This financial information did not constitute or in any way replace the delivery of the corresponding financial statements to the Securities and Insurance Commission or to the market in terms of the requirements of content, procedures and periods for submission set by down in rules of the Commission.
MATERIAL FACT MAY 27, 2013
On May 27, 2013, SODIMAC BRASIL PARTICIPAÇÕES LIMITADA (“Sodimac Brazil”), a subsidiary of S.A.C.I. Falabella, and S.A.C.I. Falabella signed binding agreements with MARKINVEST GESTAO DE PARTICIPAÇÕES LIMITADA, the controller of CONSTRUDECOR S.A., and with other shareholders in that company for Sodimac Brazil to acquire 50.1% of the shares in CONSTRUDECOR S.A. via a purchase of existing shares and a capital increase. Upon that acquisition, Sodimac entered the home improvement market in Brazil.
CONSTRUDECOR S.A. is a company incorporated under the laws of the Republic of Brazil. It operates 57 home improvement stores in the state of Sao Paulo under the brand DICICO and recorded annual sales of approximately R$789 million at the close of 2012.
The company had to disburse R$388 million to consummate the transaction, R$319 million of which were via a capital increase and the difference in shares in CONSTRUDECOR S.A. This purchase would consolidate presence in the home improvement market in Brazil. Adjustments may be made subsequent to the closing date according to the signed contracts. This transaction was financed partially with internal cash generation and partially with bank financing. The parties also agreed to the final text of the agreement that will govern the relations between them as shareholders in CONSTRUDECOR S.A.
MATERIAL FACT JULY 2, 2013
As a supplement to the disclosure sent to the Commission on May 27, 2013, the transaction by which SODIMAC BRASIL PARTICIPAÇÕES LIMITADA, a subsidiary of S.A.C.I. Falabella, and this latter acquired 50.1% of the shares in CONSTRUDECOR S.A. was consummated on July 1, 2013 in the terms described in the first disclosure.
MATERIAL FACT JULY 30, 2013
On July 30, 2013, under the recommendation of the Audit Committee that met July 29th, the Board of Directors of S.A.C.I. Falabella approved publication of a summary report on the financial and accounting information, corresponding to the Statement of Income and Consolidated Balance Sheet of the Company for the second quarter of 2013 as well as a summary of the Company’s operating performance in that period.
This financial information did not constitute or in any way replace the delivery of the corresponding financial statements to the Securities and Insurance Commission or to the market in terms of the requirements of content, procedures and periods for submission set by down in rules of the Commission.
MATERIAL FACT JULY 31, 2013
The Company Board of Directors resolved, at a Regular Meeting held July 30, 2013, to convene a Special Shareholders Meeting for 3:30 p.m. on August 27, 2013, at Hotel Galerias located at San Antonio 65, 13th floor, Santiago, to discuss the following:
i) Approval of a treasury stock purchase plan in order to implement a compensation plan for executives in the Falabella Group.
ii) Setting the amount, purpose and duration of the treasury stock purchase plan.
iii) Establishing the price or authorizing the board to set the price of the treasury stock purchase plan.
iv) The adoption of the other resolutions required to consummate the resolutions of the Special Shareholders Meeting.
MATERIAL FACT AUGUST 28, 2013
The Special Shareholders Meeting held August 27, 2013 resolved:
1. To approve a treasury stock purchase plan involving the acquisition of as many as 18 million shares in S.A.C.I. Falabella over a period of 5 years in order to implement a long-term incentive plan for executives of the company and its subsidiaries.
2. To empower the Board of Directors to set the purchase price of the treasury stock and the features and conditions of the incentive plan.
3. Shareholders were informed that through that date, there had been no related party transactions other than those exempted under the law.
MATERIAL FACT OCTOBER 30, 2013
At its Regular Meeting held October 29, 2013, the Board approved payment of an interim dividend of CLP 32 per share against 2013 fiscal year profits. That dividend will be paid on November 14, 2013 to shareholders in the only series of shares who are registered in the Shareholders Registry on November 8, 2013.
COMMENTS AND PROPOSALS BY SHAREHOLDERS
At the Regular Shareholders Meeting, AFP Habitat indicated its position that the external auditors of the Company should be rotated from time to time, at least every 5 years.
