Auna S.A 6-K, filed Jul 18, 2024
Auna S.A. (AUNA)
About this 6-K
Auna S.A filed this 6-K on July 18, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number: 001-41982
Auna S.A.
(Exact name of registrant as specified in its charter)
6, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
+51 1-205-3500
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
GENERAL MEETINGS OF SHAREHOLDERS
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being furnished by Auna S.A. (“Auna” or the “Company”) with the Securities and Exchange Commission (the “SEC”) to provide shareholders with important information concerning (i) the Annual General Meeting of Shareholders (the “AGM”) to be held on August 6, 2024 at 10:30 am (CEST) and (ii) the Extraordinary General Meeting of Shareholders (the “EGM”) to be held on August 6, 2024 at 12:00 pm (CEST). Both the AGM and the EGM will be held at Sofitel Kirchberg, 6, rue du Fort Niedergruenewald, L-2226 Luxembourg, Grand Duchy of Luxembourg.
The Company is attaching to this Form 6-K: (i) the convening notices and agendas for the AGM and the EGM and (ii) a copy of the voting instructions forms for the AGM and the EGM to vote any shares.
Shareholders of record on July 10, 2024 may vote their shares and submit a voting instruction form by following the instructions provided with the voting instructions form sent to them on or about July 19, 2024.
Shareholders may submit questions in advance by contacting our investor relations department at contact@aunainvestors.com.
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Convening Notice to the AGM. |
| 99.2 | Convening Notice to the EGM. |
| 99.3 | Voting Instructions Form for the AGM. |
| 99.4 | Voting Instructions Form for the EGM. |
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.
| Auna S.A. | |||||
| By: | /s/ Gisele Remy | ||||
| Name: | Gisele Remy | ||||
| Title: | Chief Financial Officer | ||||
Date: July 18, 2024
Exhibit 99.1
AUNA S.A.
Société anonyme
6, Rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B267590
(the Company)
Luxembourg, July 17, 2024
Convening notice to the annual general meeting of the shareholders of the Company
General nature of the business to be transacted: presentation and approval of the separate financial statements of the Company, the consolidated financial statements of the group of which the Company is the parent company and the other related financial documents for the 2023 financial year.
Dear Shareholder,
We write to you in your capacity as shareholder of the Company and we hereby kindly convene you to the annual general meeting of the shareholders of the Company (the Meeting) which will take place at Sofitel Kirchberg, 6, rue du Fort Niedergruenewald, L-2226 Luxembourg, Grand Duchy of Luxembourg, on August 6, 2024 at 10.30 am CEST or at any earlier or later date that could be agreed by all the shareholders.
The Meeting will have the following agenda:
| 1. | Convening formalities; |
| 2. | Presentation and approval of the management report of the board of directors of the Company (the Board) for the financial year having ended on December 31, 2023 (the 2023 Financial Year) in respect of (i) the separate financial statements of the Company for the 2023 Financial Year (the 2023 Company’s Financial Statements) and (ii) the consolidated financial statements of the group of which the Company is the parent company for the 2023 Financial Year (the 2023 Consolidated Financial Statements); |
| 3. | Presentation and approval of (i) the report of the statutory auditor (“réviseur d’entreprises agréé”) of the Company (the Statutory Auditor) in respect of the 2023 Company’s Financial Statements and (ii) the report of the Statutory Auditor in respect of the 2023 Consolidated Financial Statements; |
| 4. | Presentation and approval of the 2023 Company’s Financial Statements and the 2023 Consolidated Financial Statements and allocation of the result of the 2023 Financial Year; |
| 5. | Discharge to the directors of the Company for the performance of their mandate for the 2023 Financial Year; |
| 6. | Acknowledgement of the resignation of Anasofía Sánchez Juárez as class A director of the Company, with effect as of March 31, 2024; |
| 7. | Discharge to the Statutory Auditor for the 2023 Financial Year; and |
| 8. | Miscellaneous. |
Any shareholder who holds one or more class A share(s) and/or class B share(s) of the Company on July 10, 2024 at 23.59 CEST (the “Record Date”) will be admitted to the Meeting and may attend and vote at the Meeting in person or vote online. All attendees will need to bring proof of share ownership as well as a valid photo ID to gain admission to the Meeting. Shareholders who have sold their shares between the Record Date and the date of the Meeting cannot attend the Meeting or vote online. In case of breach of such prohibition, criminal sanctions may apply.
Attached to this notice is a voting instruction form which you will need to complete in order to vote your shares. Voting instruction forms must be received by the tabulation agent at the return address indicated on the voting instruction forms cards no later than August 4, 2024 at 10.30 am CEST.
The 2023 Company’s Financial Statements, the 2023 Consolidated Financial Statements, the management report(s), the report(s) of the Statutory Auditor and any other material as required by the articles of association of the Company and article 461-6 of the Luxembourg law dated 10 August 1015 on commercial companies, as amended from time to time, will be available at the registered office of the Company at least 8 days before the Meeting for inspection by the shareholders of the Company. Copies of these documents may also be obtained free of charge upon request sent by email to contact@aunainvestors.com and cmb@cbconsultoria.com.
Yours faithfully,
AUNA S.A.
| /s/ Jesus Antonio Zamora León | |
| Name: Jesus Antonio Zamora León | |
| Function: Director |
Exhibit 99.2
AUNA S.A.
Société anonyme
6, Rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B267590
(the Company)
Luxembourg, July 17, 2024
Convening notice to the extraordinary general meeting of the shareholders of the Company
General nature of the business to be transacted: amendment (i) of the definition of “Pre-IPO Class B Share Holder” in article 1.1 of the articles of association of the Company (the Articles) and (ii) to article 13.6 of the Articles.
Dear Shareholder,
We write to you in your capacity as shareholder of the Company and we hereby kindly convene you to the extraordinary general meeting of the shareholders of the Company (the Meeting) which will take place at Sofitel Kirchberg, 6, rue du Fort Niedergruenewald, L-2226 Luxembourg, Grand Duchy of Luxembourg, on August 6, 2024 at 12.00 pm CEST or at any earlier or later date that could be agreed by all the shareholders.
The Meeting will have the following agenda:
| 1. | Convening formalities; |
| 2. | Amendment of the definition of “Pre-IPO Class B Share Holder” in article 1.1 of the articles of association of the Company (the Articles); |
| 3. | Amendment to article 13.6 of the Articles; and |
| 4. | Miscellaneous. |
Any shareholder who holds one or more class A share(s) and/or class B share(s) of the Company on July 10, 2024 at 23.59 CEST (the “Record Date”) will be admitted to the Meeting and may attend and vote at the Meeting in person or vote online. All attendees will need to bring proof of share ownership as well as a valid photo ID to gain admission to the Meeting. Shareholders who have sold their shares between the Record Date and the date of the Meeting cannot attend the Meeting or vote online. In case of breach of such prohibition, criminal sanctions may apply.
Attached to this notice is a voting instruction form which you will need to complete in order to vote your shares. Voting instruction forms must be received by the tabulation agent at the return address indicated on the voting instruction form no later than August 4, 2024 at 10.30 am CEST.
Yours faithfully,
AUNA S.A.
| /s/ Jesus Antonio Zamora León | |
| Name: Jesus Antonio Zamora León | |
| Function: Director |
Exhibit 99.3
1 - 800 - 454 - 8683 BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 08/06/24. AUNA S.A. AUNA S.A. Scan to view materials and vote via smartphone. U68682 11 Vote must be received by 08/05/2024 to be counted. 0123 4567 8312 1239
1 - 800 - 454 - 8683 BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 08/06/24. AUNA S.A. AUNA S.A. Scan to view materials and vote via smartphone. U68682 11 Vote must be received by 08/05/2024 to be counted. 0123 4567 8312 1239
HHSTS4
Exhibit 99.4
Y es No ! ! HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household. Signature [PLEASE SIGN WITHIN BOX] Date ! Please check this box if you plan to attend the Meeting and vote these shares in person. 1. RESOLUTION to confirm that the extraordinary general meeting of the shareholders of the Company has been duly convened . 2. RESOLUTION to amend the definition of “Pre - IPO Class B Share Holder” in article 1 . 1 of the articles of association of the Company (the Articles ) so that it shall henceforth read as follows : ““ Pre - IPO Class B Share Holder ” a person who, as of the date of the closing of the initial public offering of Class A Shares, is a holder (and thus ignoring and excluding any holder who is a nominee for the benefit of a holder, no such nominee being a Pre - IPO Class B Share Holder for these purposes) of a Pre - IPO Class B Shares or Enfoca . ” 3. RESOLUTION to amend article 13 . 6 of the Articles so that it shall henceforth read as follows : “13.6. For purposes of this Article 13 , a “Transfer” of any Class B Share (a) means any direct or indirect sale, assignment, transfer, conveyance or other transfer or disposition of such Class B Share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, and (b) shall be deemed to occur with respect to a Class B Share held by a Pre - IPO Class B Share Holder if there occurs any act or circumstance that would result in such person ceasing to be a Pre - IPO Class B Share Holder, including as a result of the transfer, in one transaction or a series of transactions, of voting securities in such person or the right to elect or appoint the directors or managers of such person to persons who are not otherwise Pre - IPO Class B Share Holder. “Transferred” shall have a correlative meaning. Notwithstanding the foregoing, the following shall not be considered a “Transfer” for such purposes: 13.6.1. the granting of a revocable proxy to directors or officers of the Company in connection with actions to be taken at general meetings of the Company; 13.6.2. the entering into a voting trust, agreement or arrangement, which voting trust, agreement or arrangement is disclosed in writing to the Board; 13.6.3. the pledging or granting of a pledge or security interest over Class A Shares or Class B Shares in connection with a bona fide loan or indebtedness transaction including the exercise of or entitlement to voting rights in respect of such Class A Shares or Class B Shares, by any person in favour of whom such other security interest has been granted subject to the terms provided for in such pledge or security interest prior to enforcement; 13.6.4. any transfer to the Company; or 13.6.5. any transfer of Class B Shares within Enfoca.” X V54718 - Z88223 THIS VOTING INSTRUCTION FORM IS VALID ONLY WHEN SIGNED AND DATED. PLEASE USE BLUE OR BLACK INK AND RETURN ONLY THE BOTTOM PORTION. The Board recommends you vote FOR the following proposal(s): 1 through 3 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain ! ! ! ! ! ! ! ! ! VOTING INSTRUCTIONS THIS IS A VOTING INSTRUCTION FORM. You are receiving this voting instruction form because you hold shares in the above Security . You have the right to vote on proposals being presented at the upcoming Extraordinary General Meeting to be held on