English - Banco de Chile

PROPOSITIONS FROM BANCO DE CHILE’S BOARD OF DIRECTORS
TO THE ORDINARY AND EXTRAODINARY SHAREHOLDERS MEETINGS
TO BE HELD ON MARCH 24, 2016.
PROPOSITIONS FROM BANCO DE CHILE’S BOARD OF DIRECTORS
TO THE ORDINARY SHAREHOLDERS MEETING TO BE
HELD ON MARCH 24, 2016.
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS AND
DISTRIBUTION OF THE DISTRIBUTABLE NET INCOME FOR THE FISCAL YEAR
2015
The Board of Directors (the “Board”) during its meeting N° BCH 2,832 held on
January 28, 2016 agreed to summon to an Ordinary Shareholders Meeting to be held
on March 24, 2016 in order to obtain the approval of the Annual Report, Balance Sheet,
Financial Statements and Report of external auditors of Banco de Chile for the year
2015. In addition, the Board agreed to propose to the Ordinary Shareholders Meeting
the distribution of the distributable net income for the year ended December 31, 2015
and the approval of Dividend number 204 of $3.37534954173 per every “Banco de
Chile” share corresponding to such distributable net income.
DEFINITIVE APPOINTMENT OF DIRECTORS
The Board during meeting N° BCH 2,832 held on January 28, 2016, agreed in
accordance to Article 8 of Banco de Chile’s bylaws, to propose the definitive
appointment of Mrs. Jane Fraser and Mr. Samuel Libnic as Directors of Banco de Chile.
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DIRECTOR’S REMUNERATION
The Board in Meeting N° BCH 2,833 held on February 25, 2016, agreed to
propose for 2016 the following system of remuneration, fees and incentives:
a) Each member of the Board shall receive as a monthly remuneration an amount
equivalent to UF 180. The Chairman and the Vice Chairman will receive an amount
equivalent UF 540 as a monthly remuneration.
In addition, the Chairman will receive an incentive of UF 14,180 for the fiscal year
2016, subject to a condition consisting on the achievement by Banco de Chile of the
forecasted earnings for said year. The Directors and Audit Committee shall
determine whether the above mentioned condition was achieved.
b) Each member of the Board shall receive an amount equivalent to UF 45 as a fee for
each board meeting attended. The Chairman or the director surrogating him will
receive said amount doubled.
c) Each director appointed by the Board to integrate a Committee shall receive an
amount equivalent to UF 45 as a fee for each ordinary meeting attended, with a limit
of one remunerated meeting per month. However, said limit will not apply to the
Credit Committee. The director chairing each Committee will receive double the
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above mentioned amount, to the extent that the Committee is integrated by more
than one director. The director who surrogates another director will receive the same
fee entitled to the surrogated director.
This proposal will apply as of its approval date until the next Ordinary
Shareholders Meeting agrees a new remuneration system.
DIRECTORS AND AUDIT COMMITTEE´S REMUNERATION AND THE APPROVAL
OF ITS BUDGET
During its meeting N° BCH 2.834 held on March 10, 2016, the Board agreed to
propose to the Ordinary Shareholders Meeting for 2016, a remuneration equivalent to
UF 60 for each Director member of the Directors and Audit Committee, as a fee for
each ordinary meeting attended, with a limit of one remunerated meeting per month.
Nonetheless, no more than six extraordinary meetings will be remunerated, during the
validity of the present agreement. The Director chairing such Committee will receive
double said amount.
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Additionally, in accordance to Article 50 bis of the Chilean Corporations Law, the
Ordinary Shareholders Meeting must determine the budget of the Directors Committee.
Hence, the Board agreed to propose an amount equivalent to UF 4,000 as budget for
the operations and expenses of the Directors and Audit Committee and its advisors, for
the fiscal year 2016.
NOMINATION OF EXTERNAL AUDITOR
According to Article 16 of the General Banking Law, consolidated financial
statements as of and for each year ended December 31, must be informed by an
external auditor firm. Moreover, according to Article 52 of the Chilean Corporations Law,
the ordinary annual shareholders’ meeting must appoint an external auditor firm ruled
by Chapter 28 of the Law 18,045 (“Ley de Mercado de Valores”), in order then to
examine the accounting, inventory, balance and other financial statements of Banco de
Chile, being obliged to inform, in writing, to the next ordinary shareholders meeting, on
the implementation of its mandate.
The board of directors approved the rules for the private bid for external auditors
and encouraged Deloitte Auditores y Consultores Limitada; KPMG Auditores
Consultores Limitada; PricewaterhouseCoopers Consultores, Auditores y Compañía
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Limitada; and Ernst & Young Servicios Profesionales de Auditorias y Asesorías
Limitada to be part of the process. After having this firms presenting to the board of
directors, the Directors/Audit Committee recommended the nomination for year 2016 of
Ernst & Young Servicios Profesionales de Auditorias y Asesorías Limitada based on its
economic offer.
The board of directors, in Session N° 2.834 of March 10, 2016, agreed to
propose to the shareholder meeting the nomination of Ernst & Young Servicios
Profesionales de Auditorias y Asesorías Limitada as external auditor.
RATING AGENCIES
The Board, in Session N° 2.834 of March 10, 2016, in accordance to Chapter 191 of the Regulations of the Superintendency of Banks and Financial Institutions, agreed
on the nomination of Fitch Chile Clasificadora de Riesgo Limitada and Feller-Rate,
Clasificadora de Riesgo Limitada as rating agencies for the year 2016 for Banco de
Chile and the publicly offered securities issued by it. Likewise, the Board agreed to
inform and to ratify this nomination in the ordinary shareholders’ meeting.
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PROPOSITION OF BANCO DE CHILE’S BOARD OF DIRECTORS
TO THE EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD
ON MARCH 24, 2016.
CAPITALIZATION OF NET INCOME AND AMENDMENTS TO THE BYLAWS
The Board of Directors, in Session N° 2.832, held on January 28th, 2016, agreed
to summon an Extraordinary Shareholders Meeting to be held on the same date and
place than the Ordinary Shareholders Meeting and immediately after such Ordinary
Shareholder Meeting in order to address the following matters:
o Increase the Bank’s capital through the capitalization of 30% of the distributable net
income obtained during the fiscal year 2015, through the issuance of fully paid-in
shares, of no par value, with a value of Ch$ 64.79 per share which will be distributed
among the shareholders in the proportion of 0.02232718590 fully paid-in shares for
each share, and to adopt the agreements that are necessary in this regard, subject
to the exercise of the options established in article 31 of Law 19,396.
o Amend the Fifth Article of the bylaws, related to the capital and shares of the Bank
and the First Transitory Article of the bylaws.
o Adopt the agreements necessary to legalize and execute the agreed upon
amendments of the bylaws.
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