BCH updates bylaws: board reduced, tech voting and regulator name change

Rhea-AI Filing Summary

Banco de Chile shareholders approved multiple bylaw amendments focused on corporate governance and modernization. The board domicile remains in Santiago while the reference to the commune is removed. The board will shrink from 11 to 9 regular directors, and the quorum to convene board meetings will change from 6 to 5 regular or alternate directors. The amendments clarify procedures for calling extraordinary board meetings, add a permanent rule allowing participation and voting in shareholders' meetings by technological means, update availability of the Annual Report, and replace references to the Superintendent of Banks with the Financial Market Commission. Transitional articles were removed or replaced to implement the changes, including a new transitional rule requiring election of nine directors at the next ordinary shareholders' meeting following registration with the Financial Market Commission.

Positive

• Board size reduced from 11 to 9 to potentially streamline governance and decision-making
• Permanent rule for remote participation and voting modernizes shareholder access and facilitates broader participation
• Regulatory reference updates to the Financial Market Commission align bylaws with current oversight structures
• Clear transitional rule tying election of nine directors to registration provides implementation clarity

Negative

• Smaller board may reduce diversity of viewpoints and oversight capacity
• Lower quorum (from 6 to 5) could enable board action with fewer directors present, raising governance concentration concerns
• Removal of transitional articles may eliminate legacy protections or phased safeguards without detail on replacement provisions

Insights

Corporate Governance Expert

TL;DR: Bylaw changes streamline board size and modernize shareholder participation, shifting formal oversight mechanics.

The reduction from 11 to 9 directors and a lower convening quorum aim to streamline decision-making and may speed board actions. Formalizing remote participation and voting modernizes shareholder engagement and aligns with digital meeting practices. Replacing regulatory references with the Financial Market Commission updates legal alignment. Removal and replacement of transitional articles create a clear path to implement the new structure at the next ordinary shareholders' meeting.

Securities/Regulatory Analyst

TL;DR: Regulatory and procedural updates reduce friction for meetings but carry governance trade-offs to monitor.

Updating regulatory nomenclature and Annual Report access addresses compliance and transparency logistics. However, a smaller board and lower quorum can concentrate decision authority; investors may want clarity on board composition and committee setups when nine directors are elected. The transitional provision tying the change to registration with the Financial Market Commission clarifies timing and legal effect.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of September, 2025

Commission File Number 001-15266

BANK OF CHILE

(Translation of registrant’s name into English)

Ahumada 251
Santiago, Chile
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒  Form 40-F  ☐

BANCO DE CHILE

REPORT ON FORM 6-K

Attached is an English translation of a letter filed by Banco de Chile with the Chilean Financial Market Commission and local stock exchanges, informing as Material Information of the resolutions adopted by Banco de Chile’s Board of Directors in a meeting held on September 11, 2025, with the purpose of approving to convene an Extraordinary Shareholders’ Meeting on November 10, 2025, in order to approve the amendment of the Bank’s bylaws.

Santiago, September 11, 2025

Mrs. 

Solange Berstein Jáuregui 

President 

Financial Market Commission 

Present

Of our consideration:

Pursuant to Articles 9 and 10 of Law No. 18,045, Chapter No. 18-10 of the Restated Regulations for Banks issued by the Financial Market Commission (“CMF”) and General Rule (“NCG”) No. 30 of the CMF, I inform you the following as Material Information that Banco de Chile’s Board of Directors, in ordinary session No. BCH 3,038 held on September 11 of this year, agreed to convene an Extraordinary Shareholders’ Meeting for November 10, 2025 at 10:00 in the Bank’s Auditorium, located at 930 Huérfanos Street, Santiago, in order to address the following matters:

1. Approval of the following amendments to Banco de Chile’s bylaws:

a) To amend Article Two, maintaining the city of Santiago as corporate domicile, and eliminating the reference to the commune of Santiago.

b) To amend Article Eight, to reduce the number of regular directors from 11 to 9 members.

c) To amend Article Nine, to adjust the minimum assistance quorum required to establish a meeting of the board of directors from 6 to 5 regular or alternate directors.

d) To amend Article Ten, regarding the convening of extraordinary meetings of the board of directors.

e) To amend Article Nineteen, to incorporate as a permanent rule in the Bylaws the possibility of participating and/or voting in Shareholders’ Meetings through systems and procedures agreed upon by the Board of Directors, including technological means and regardless of the holding of Shareholders’ Meetings with in-person attendance.

f) To amend Article Twenty-Three, to update its text relating to the availability of the Annual Report for shareholders and the general public.

g) To amend Articles Thirteen, Sixteen and Twenty-Four, to replace the references to the superintendency and the Superintendent of Banks and Financial Institutions for the Financial Market Commission.

h) To eliminate the Third Transitional Article.

i) To remove the Second and Fourth Transitional Articles.

j) To include a new Second Transitional Article so that, at the next Ordinary Shareholders’ Meeting, held after the registration and publication of the certificate issued by the Financial Market Commission regarding the amendment to the Bylaws, nine regular directors shall be elected in accordance with the amendment to Article Eight, and from that date onward, Article Nine of the Bylaws shall apply as per the text approved by the Extraordinary Shareholders’ Meeting.

2. Approval of the consolidated text of Banco de Chile’s bylaws.

3. Adoption of any other resolutions necessary to implement the amendment to the Bylaws and grant the powers required to carry out the resolutions adopted regarding the aforementioned matters.

The Board of Directors’ agreement is informed in the website www.bancochile.cl, along with the propositions that will be made to the Shareholders’ Meeting, regarding the matters indicated in numerals 1 and 2 above.

Sincerely,

Eduardo Ebensperger Orrego

CEO

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 11, 2025

	Banco de Chile
	/s/ Eduardo Ebensperger Orrego
	By:	Eduardo Ebensperger Orrego
		CEO

2

FAQ

What bylaw changes did Banco de Chile (BCH) approve?

Shareholders approved amendments including reducing the board from 11 to 9 directors, lowering the board meeting quorum to 5, permitting remote participation and voting, updating regulator references, and revising transitional articles.

When will Banco de Chile elect nine directors under the new bylaws?

A new transitional article requires that nine regular directors be elected at the next Ordinary Shareholders' Meeting held after registration and publication of the Financial Market Commission's certificate regarding the bylaw amendment.

How do the bylaws address shareholder voting methods?

The bylaws incorporate a permanent rule allowing participation and/or voting in Shareholders' Meetings through systems and procedures agreed by the Board, including technological means, regardless of in-person attendance.

Did the bylaws change Banco de Chile's corporate domicile?

The bylaws maintain the corporate domicile as the city of Santiago while removing the reference to the commune of Santiago.

What regulatory terminology was updated in the bylaws?

References to the Superintendent of Banks and Financial Institutions and the superintendency were replaced with the Financial Market Commission.