6-K
BETTERWARE DE MEXICO, S.A.P.I. DE C.V (BWMX)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20546
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
December 8, 2020
Commission File Number: 001-39251
BETTERWAREDE MÉXICO, S.A.B. DE C.V.
(Name of Registrant)
LuisEnrique Williams 549
ColoniaBelenes Norte
Zapopan,Jalisco, 45145, México
+52(33) 3836-0500
(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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
RELEVANTINFORMATION
Betterware de Mexico, S.A.B. de C.V. (Nasdaq: BWMX) (“Betterware”) announces the First Summon to a General Extraordinary Shareholders’ Meeting, to be held on December 14, 2020.
The purpose of this Report on Form 6-K is to furnish a free English translation of the Shareholders’ Meeting Agenda and of the form of Power of Attorney that shareholders can use to be represented at the meeting.
InvestorRelations Contacts
Investor Relations
ir@better.com.mx
+52 (33) 3836 0500
AboutBetterware
Founded in 1995, Betterware is a direct-to-consumer company in Mexico. Betterware is focused on the home solutions and organization segment, with a wide product portfolio for daily solutions including organization, kitchen and food preservation containers, smart furniture, among others. Betterware has a distribution network of over 500,000 active distributors and associates, who serve approximately 3,000,000 households in more than 800 communities throughout Mexico. Its main distribution center is located in Guadalajara, Mexico.
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SIGNATURES
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.
| BETTERWARE DE MÉXICO, S.A.B. DE C.V. | ||
|---|---|---|
| By: | /s/<br> Luis Campos | |
| Name: | Luis Campos | |
| Title: | Board<br> Chairman | |
| Date: December 8, 2020 |
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| Exhibit Index | |
|---|---|
| Exhibit No. | Description |
| 99.1 | Agenda for the General Extraordinary Shareholders Meeting |
| 99.2 | Form of Power of Attorney |
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Exhibit 99.1
GENERAL EXTRAORDINARY SHAREHOLDERS'MEETING
The undersigned, as Secretary of Betterwarede México S.A.B. de C.V. (the “Company”), pursuant to clause thirty eightth of the Company’s by-laws, and in accordance with article 183, 186, 187 and other relevant provisions under the General Law on Commercial Companies (Ley de Sociedades Mercantiles), hereby summons the shareholders of the Company, in first call, to a General Extraordinary Shareholders Meeting, which will take place on December 14, 2020 at 12:00 hours, on the offices of the Company, located at Luis Enrique Williams 549, Colonia Belenes Norte, Zapopan, Jalisco, 45145, México, (the “Meeting”), to address the items contained in the following agenda:
Agenda
| 1. | Presentation,discussion and, in its case, approval of the (unaudited) balance sheet of the Company as of November 30, 2020. |
|---|
| 2. | Presentation,discussion and, in its case, approval of the merger plan by incorporation by virtue of which, the company Promotora Forteza, S.A.de C.V. would be merged with and into the Company, the latter as the merging company, subsisting under the same corporate nameof Betterware de México, S.A.B. de C.V., and Promotora Forteza, S.A. de C.V. would be extinguished as merged company. |
|---|
| 3. | Appointmentof special delegates to formalize the resolutions adopted in the Meeting. |
|---|
The shareholders of the Company, in order to have the right to attend the Meeting, shall obtain an admission pass, that will be issued and delivered by the Secretary of the Board of Directors of the Company in the address indicated here in, until and including, the fourth business day prior to the Meeting, in accordance with the following terms:
| a. | The shareholders must be duly recorded, either in the Stock Registry Book of the Company, or provide other proof of ownership of Company shares or the corresponding certificates in accordance with articles 290 and 293 of the Securities Market Law (Ley del Mercado de Valores) the Company’s by-laws, through the depositary certificates issued by a deposit institution in which the shares owned by the shareholders are deposited. The Shareholder Registry will be closed three working days prior to the date set for the Meeting and inclusive of the date of the Meeting. |
|---|---|
| b. | The shareholders holding physical certificates will be required to deposit the share certificates mentioned in item (a) above, at the Company's offices. If shares are held through a deposit institution, national or foreign, shareholders will be required to deliver to Secretary of the Board of Directors of the Company the receipts of deposit issued by the institution that holds the securities on behalf of such shareholder. |
| c. | Shareholders may attend the Meeting personally or through duly authorized representative(s), appointed in terms of a form of power of attorney granted pursuant to subsection III of Article 49 of the Securities Market Law, or any other form of representation in accordance with applicable Law. A form for such purposes is attached. Shareholders will also have to provide proof of ownership mentioned in item (b) above. Both documents should be sent by electronic mail to the following address: Reynaldo.Vizcarra-Mendez@bakermckenzie.com. |
| d. | Likewise, shareholders are reminded that beneficial owners whose shares are registered in the name of a broker or any other financial intermediary, to obtain an admission pass, shall present a list issued by such intermediary containing the names, addresses, nationalities and number of shares of the shareholders that they will represent at the Meeting, duly executed by the corresponding officer in charge of issuing such list. |
The shares deposited at the Company by the shareholders before the Secretary of the Board of Directors of the Company, for the purposes of attending the Meeting shall be returned when the Meeting has ended.
The forms of power of attorney, admission passes and supporting documentation that will be used as basis to address the items listed in the Agenda, will be available to the shareholders at the offices of the Secretary of the Company as this date during business days between: 9:00 and 14:00 hours and from 16:00 to 18:00 hours; as well as electronically upon written request sent to the following address: Reynaldo.Vizcarra-Mendez@bakermckenzie.com
Appropriate measures to maintain the prevention protocols considering the sanitary contingency will be adopted and the space where the Meeting will be held will be ample enough for attendees to maintain proper distance.
If any legal provision is enacted that may result in changes to this summon, it will be communicated in due course.
November 27, 2020
[SIGNATURE]
_____________________________
Reynaldo Vizcarra Méndez
Secretary of the Company
WE REQUEST TO ALL FINANCIAL INTERMEDIARIES, THEIR SPECIAL COLLABORATION AND SUPPORT IN ORDER TO ACHIEVE AS SOON AS POSSIBLE AND IN THE LARGEST POSSIBLE NUMBER, THE RECEPTION OF REQUESTS FOR THE ISSUANCE OF THE ADMISSION PASSES, IN TERMS OF THE PROCEDURE PREVIOUSLY OUTLINED, THE FOREGOING IN ORDER TO BE ABLE TO CARRY OUT THE SHAREHOLDERS’ MEETING SUCCESSFULLY AND ALLOW THE SHAREHOLDERS TO EXERCISE THEIR CORPORATE RIGHTS AT THE MEETING.
ATTACHED YOU WILL FIND A FORM POWER OF ATTORNEY THAT CAN BE USED BY SHAREHOLDER TO BE REPRESENTED AT THE MEETING. AN ORIGINAL FORM SHOULD BE FILLED IN AND EXECUTED BOTH IN SPANISH AND ENGLISH LANGUAGES, ACCOMPANIED BY THE DOCUMENTS EVIDENCING THE OWNERSHIP OF SHARES AS DESCRIBED ABOVE SHOULD BE SENT TO THE FOLLOWING ELECTRONIC MAIL ADDRESS REYNALDO.VIZCARRA-MENDEZ@BAKERMCKENZIE.COM AND SUBMITTED PURSUANT TO THE TERMS OF THE MEETING CALL ALSO DESCRIBED ABOVE.”
Exhibit 99.2
Form of Power of Attorney
Carta Poder / Proxy Letter
| ____________________________ (la “Poderdante”),<br> por medio de la presente carta otorgo un poder especial pero tan amplio como sea requerido, en favor de _______________________________________________<br> y __________________________________ (los “Apoderados”) para que, conjunta o separadamente, cualquiera de ellos<br> asista a la Asamblea General Extraordinaria de Accionistas de Betterware de Mexico S.A.B. de C.V. (la “Sociedad”),<br> que se celebrará el ___ de __________ de 2020, en la cual los accionistas de la Sociedad resolverán los siguientes<br> puntos del Orden del Día; y voten en el sentido que se señala a continuación, en dicha Asamblea ________ (____________________)<br> acción(es) que de dicha Sociedad la Poderdante es titular: | _________________________________ (the<br> “Principal”), hereby grants a special power of attorney as broad as it may be required, in favor of __________________________________________<br> and _____________________________________ (the “Attorneys-in-Fact”) so that, either jointly or individually,<br> any of them attends the General Extraordinary Shareholders Meeting of Betterware de Mexico S.A.B. de C.V. (the “Company”),<br> to be held on _________, 2020, through which the shareholders of the Company will resolve the matters contained in the following<br> Agenda; and vote in the manner set fort below, in such Meeting ___________(___________________) share(s) owned by the Principal: | ||||||
|---|---|---|---|---|---|---|---|
| Orden del Día de la Asamblea Extraordinaria de Accionistas | Agenda for the General Extraordinary Shareholders Meeting | ||||||
| A favor | En contra | Abstención | In favor | Against | Abstention | ||
| --- | --- | --- | --- | --- | --- | --- | --- |
| I. Presentación, discusión<br>y en su caso, aprobación del balance general (no auditado) de la Sociedad al 30 de noviembre de 2020. | I. Presentation,<br> discussion and, in its case, approval of the (unaudited) balance sheet of the Company as of November 30, 2020. | ||||||
| II. Presentación, discusión<br>y, en su caso, aprobación del proyecto de fusión por incorporación por virtud del cual, la sociedad Promotora<br>Forteza, S.A. de C.V. se fusionaría con y en la Sociedad, como sociedad fusionante, subsistiendo bajo la misma denominación<br>de Betterware de México, S.A.B. de C.V., y Promotora Forteza, S.A. de C.V. se extinguiría como sociedad fusionada. | II. Presentation, discussion and,<br>in its case, approval of the merger plan by incorporation by virtue of which, the company Promotora Forteza, S.A. de C.V. would<br>be merged with and into the Company, the latter as the merging company, subsisting under the same corporate name of Betterware<br>de México, S.A.B. de C.V., and Promotora Forteza, S.A. de C.V. would be extinguished as merged company. | ||||||
| III.<br> Designación de delegados especiales para formalizar las resoluciones adoptadas en la Asamblea. | III. Appointment of<br> special delegates to formalize the resolutions adopted in the Meeting. | ||||||
| El Poderdante ratifica desde ahora los actos que realicen los Apoderados en el ejercicio legal de este mandato. | The Principal hereby ratifies the acts the Attorneys-in-fact may conduct in the legal exercise of this mandate. | ||||||
| --- | --- | ||||||
| _____ de __________ de 2020 / ___________________,<br> 2020 | |||||||
| --- | |||||||
| ______________________________ | |||||||
| Por/By: ______________________________ | |||||||
| Cargo/Title: ______________________________ | |||||||
| Testigos/Witnesses | |||||||
| ______________________________ | ______________________________ | ||||||
| --- | --- | --- | --- | ||||
| Name: | ______________________________ | Name: | ______________________________ |