Corporacion America Airports S.A 6-K, filed Apr 22, 2024
Corporacion America Airports S.A. (CAAP)
About this 6-K
Corporacion America Airports S.A filed this 6-K on April 22, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
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 April, 2024
Commission File Number: 001-38354
Corporación América Airports S.A.
(Name of Registrant)
128, Boulevard de la Pétrusse
L-2330, Luxembourg
Tel: +35226258274
(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 ¨
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): ¨
CORPORACIÓN AMÉRICA AIRPORTS S.A.
Corporación América Airports S.A. (the “Company”) announces that its annual general meeting of shareholders (the “Meeting”) is to be held on Wednesday, May 22, 2024, at 10:00 a.m. (Luxembourg time). The Meeting will be held at the Company's registered office located at 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, in accordance with article 11.2 of the articles of association of the Company.
The record date for the determination of shareholders entitled to vote at the Meeting is April 22, 2024. The Convening Notice to the Meeting and the proxy card for use in connection with the Meeting are attached hereto as Exhibit 99.1 and 99.2, respectively.
Exhibit Index
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.
| Corporación América Airports S.A. | ||
| By: | /s/ Andres Zenarruza | |
| Name: | Andres Zenarruza | |
| Title: | Head of Legal & Compliance | |
| By: | /s/ Jorge Arruda Filho | |
| Name: | Jorge Arruda Filho | |
| Title: | Chief Financial Officer | |
| Date: April 22, 2024 | ||
Exhibit 99.1
|
|
Corporación América Airports S.A. |
| Société Anonyme | |
| 128, Boulevard de la Pétrusse | |
| L-2330 Luxembourg | |
| Grand Duchy of Luxembourg | |
| R.C.S. Luxembourg: B174140 |
Dear Shareholders,
We are pleased to invite you to attend the annual general meeting of the shareholders (the Meeting) of Corporación América Airports S.A. (the Company), to be held on Wednesday, May 22, 2024, at the Company’s registered office located at 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg. The Meeting will begin at 10 a.m. (Luxembourg time).
The board of directors of the Company has fixed Monday, April 22, 2024, as the record date for the Meeting, and only holders of record of shares at such date will be entitled to notice of and vote at the Meeting or any adjournment or postponement thereof.
At the Meeting you will hear a report on the Company’s business, financial condition and results of operation and will be able to vote on various matters, including the approval of the Company’s financial statements.
Because the Company is a Luxembourg company, its affairs are governed by the provisions of the laws of the Grand Duchy of Luxembourg (the Luxembourg Laws).
Under the provisions of the Luxembourg Laws, the Company’s accounts for the financial year ended on December 31, 2023 must be submitted to shareholders on a consolidated basis in accordance with International Financing Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the consolidated financial statements in accordance with IFRS as issued by the IASB and endorsed by the European Union (EU) and the annual accounts in accordance with the generally accepted accounting principles of Luxembourg.
Enclosed with this mailing are the Convening Notice to the Meeting and a proxy card relating thereto. Copies of the IASB and the EU IFRS consolidated financial statements of the Company for the financial year ended on December 31, 2023, the Company’s annual accounts as of December 31, 2023 together with the relevant management report and the independent auditor’s report are available at http://investors.corporacionamericaairports.com/Annual-Meeting.
Please promptly mark, sign, date and return the enclosed proxy card in the postage-paid envelope so that your shares can be voted at the Meeting.
Please mail your proxy promptly to ensure that your proxy will be received in time for the Meeting.
It is very important that you read the accompanying materials carefully and note the requirements you must satisfy to attend and/or vote your shares at the Meeting.
Yours sincerely,
| /s/ Martín Francisco Antranik Eurnekian | /s/ Máximo Luis Bomchil | |
| Martín Francisco Antranik Eurnekian | Máximo Luis Bomchil | |
| Director and CEO | Director and chairperson of the Board |
March 2024
1
Corporación América Airports S.A.
Société anonyme
128, Boulevard de la Pétrusse
L-2330 Luxembourg
Grand Duchy of Luxembourg
R.C.S Luxembourg: B174140
CONVENING NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held in the Grand Duchy of Luxembourg on May 22, 2024
The board of directors (the Board) of Corporación América Airports S.A. (the Company) hereby convenes all shareholders to the annual general meeting of the shareholders of the Company (the Meeting), which shall be held:
| on | May 22, 2024 |
| at | 10 a.m. CEST |
| at | 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg |
in accordance with article 11.2 of the articles of association of the Company (the Articles).
The agenda of the Meeting is set as follows:
Agenda for the Meeting
| 1. | Presentation of the annual accounts of the Company for the financial year ended December 31, 2023 (the 2023 Financial Year), of the consolidated financial statements for the 2023 Financial Year as well as the management report and independent auditor’s report for the 2023 Financial Year. |
The Board presents to the shareholders of the Company the International Accounting Standards Board (IASB) and the European Union International Financing Reporting Standards (EU IFRS) consolidated financial statements of the Company for the 2023 Financial Year and the Company’s annual accounts for the 2023 Financial Year (together, the Financial Statements), the management report and independent auditor’s report for the 2023 Financial Year.
No vote required.
| 2. | Approval of the Financial Statements and the management report and acknowledgement of the independent auditor’s report. |
The Board proposes to the Meeting to approve the Financial Statements, the management report and acknowledge the report of the independent auditor relating thereto in accordance with article 461-7 of the Luxembourg Act on Commercial Companies dated August 10, 1915, as amended (the Companies Act).
| 3. | Allocation of results for the 2023 Financial Year. |
The Board proposes to the Meeting to acknowledge that the Company has made a profit with respect to the 2023 Financial Year in an aggregate amount of US$ 74,857,371.41 (the Profit).
2
The Board proposes to the Meeting to allocate 5% of the Profit made during the 2023 Financial Year and therefore to allocate an amount of US$ 3,742,868.58 to the legal reserve, in accordance with article 461-1 of the Companies Act.
The Board proposes to set-off the losses brought forward incurred by the Company during the previous financial years in an amount of US$ 36,967,419.60 against part of the Profit and carry forward the remainder of the Profit in an amount of US$ 34,147,083.23 to the next financial year.
| 4. | Discharge (quitus) of the members of the Board for the exercise of their mandate for the 2023 Financial Year. |
The Board proposes to the Meeting to grant discharge (quitus) to the members of the Board for the performance of their duties as members of the Board for, and in connection with, the 2023 Financial Year.
| 5. | Approval, authorization and, to the extent necessary, ratification of the remuneration of the members of the Board. |
The Board proposes to the Meeting to approve, authorize and, to the extent necessary, ratify the gross remuneration for the members of the Board, for the performance of their duties in connection with their mandate as directors of the Company during the 2023 Financial Year, to an aggregate amount of EUR 396,333.33.
| 6. | Appointment of the independent auditor (cabinet de révision agréé) for the financial year ending December 31, 2024. |
The Board proposes to the Meeting to appoint PricewaterhouseCoopers as independent auditor (cabinet de révision agréé) for the establishment of the annual accounts and consolidated financial statements of the Company for the financial year ending December 31, 2024, and to grant power and authority to the Board to enter into the relevant agreement (in accordance with market standards) with PricewaterhouseCoopers.
| I. | Quorum; Votes Required; Board Recommendation |
Approval of each of the proposed agenda items other than agenda item 1, for which no vote is required, require the affirmative vote of a simple majority of votes validly cast on each resolution by shareholders entitled to vote at the Meeting. No specific quorum is required for the valid deliberation or acknowledgment of the Meeting. The resolutions are passed by the majority of the votes expressed by the shareholders present or represented at the Meeting and the votes expressed by correspondence. In calculating the majority with respect to the resolutions of the Meeting regarding items 2 to 6 (inclusive), votes relating to shares in respect of which the shareholder abstains from voting, casts a blank vote (vote blanc) or spoilt vote (vote nul) or does not participate, are not taken into consideration.
The Board unanimously recommends a vote “FOR” the approval of each of the above agenda items to be presented at the Meeting.
| II. | Total amount of shares |
The Board has fixed the close of business on April 22, 2024 as the record date (the Record Date) for the Meeting. As of the date of this convening notice, the Company has 163,222,707 common shares issued. Each common share entitles its holder to one vote.
3
| III. | Available information and documentation |
The following information is available on the Company’s website at http://investors.corporacionamericaairports.com/Annual-Meeting and at the Company’s registered office in the Grand Duchy of Luxembourg, as of the day of the publication of this convening notice:
| a) | full text of any document to be made available by the Company at the Meeting, including draft resolutions in relation to the above agenda items proposed to be adopted at the Meeting (i.e. inter alia the IASB and the EU IFRS consolidated financial statements of the Company and the Company’s annual accounts, the management report and the independent auditor’s reports); |
| b) | this convening notice; and |
| c) | the proxy card referred to below. |
| IV. | Important information for shareholders |
The Meeting shall be conducted in accordance with the voting requirements of the Companies Act.
Only registered shareholders of our common shares as of the Record Date will be entitled to notice of and vote at the Meeting or any adjournment or postponement thereof.
Any shareholder who holds one or more share(s) of the Company on the Record Date shall be admitted to the Meeting and may attend the Meeting in person or vote by proxy.
Attached to this notice is a proxy card which each shareholder must complete in order to vote his/her/its shares by proxy. Proxy cards must be received by no later than 06:00 a.m. Luxembourg time on May 17, 2024, in order for such votes to count.
Documents and information required by law, including, amongst others, copies of the Financial Statements of the Company for the 2023 Financial Year and the Company’s annual accounts for the 2023 Financial Year, together with the relevant management report and independent auditor’s report, are available in the investors section on the Company’s website under http://investors.corporacionamericaairports.com/Annual-Meeting. They may also be obtained free of charge at the Company's registered office in Luxembourg.
| V. | Procedures for attending the Meeting and Voting by Proxy |
Any shareholder who holds one or more shares of the Company on the Record Date shall be admitted to the Meeting and may attend the Meeting in person or through his/her/its duly appointed attorney-in-fact or vote by proxy.
Any attorney-in-fact representing a shareholder must properly file a valid power-of-attorney no later than 06:00 a.m. Luxembourg time on May 17, 2024 at the address indicated below.
In the case of shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meeting in person and vote at the Meeting on behalf of such entity must present evidence of their authority to attend and vote at the Meeting, by means of a proper document (such as a special power-of-attorney) issued by the respective entity. A copy of such power-of-attorney or other proper document should be filed no later than 06:00 a.m. Luxembourg time on May 17, 2024 at the address indicated below.
Address for filing powers-of-attorney:
Corporación América Airports S.A.
Attention: Ana Becerra
128, Boulevard de la Pétrusse
L-2330 Luxembourg
Grand Duchy of Luxembourg
contact@corporacionamericaairports.com
ana.becerra@caairports.com
4
To vote by proxy, holders of shares must complete and return the proxy cards in the postage-paid envelope. In order for such votes to count, proxy cards must be received no later than 06:00 a.m. Luxembourg time on May 17, 2024.
If you complete and return a proxy card directing how to vote your shares, the individuals named as proxies will vote your shares in the manner indicated in your completed proxy card. If you submit a proxy but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR” each of the proposed items identified in the above agenda.
If you hold your shares through a brokerage account, please contact your broker to receive information on how you may vote your shares.
Yours sincerely,
| /s/ Martín Francisco Antranik Eurnekian | /s/ Máximo Luis Bomchil | |
| Martín Francisco Antranik Eurnekian | Máximo Luis Bomchil | |
| Director and CEO | Director and chairperson of the Board |
5
| 0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 CORPORACIÓN AMÉRICA AIRPORTS S.A. 128, Boulevard de la Pétrusse, L-2330, Luxembourg R.C.S Luxembourg: B 174140 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints carolina Rodríguez, Ana Becerra Pons and Andrés Zenarruza as proxies, each acting individually under his/her sole signature and with full power of substitution, to represent and vote as designated on the reverse side, all the common shares of corporación América Airports S.A. held of record by the undersigned on April 22, 2024, at the Annual General Meeting of Shareholders to be held at the company's headquarters located at 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, on May 22, 2024, or any adjournment or postponement thereof. (Continued and to be signed on the reverse side) 1.1 |
| ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CORPORACIÓN AMÉRICA AIRPORTS S.A. May 22, 2024 IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS: The convening Notice and proxy card are available at: http://investors.corporacionamericaairports.com/Annual-Meeting MAIL: Please sign, date and mail your vote authorization form in the envelope provided as soon as possible. IN PERSON: You may vote your shares in person by attending the Annual General Meeting. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 00030333300000000000 6 052224 GO GREEN e-consent makes it easy to go paperless. With e-consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access. The undersigned acknowledges receipt from the company before the execution of this proxy of the convening notice, the company’s annual accounts and consolidated financial statements for the financial year ended December 31, 2023, the management report and independent auditor’s report for the financial year ended December 31, 2023. 1. Approval of the company’s annual accounts, consolidated financial statements, the management report and acknowledgment of the independent auditor's report for the financial year ended December 31, 2023. 2. Allocation of results for the financial year ended December 31, 2023 3. Discharge (quitus) of the members of the board of directors for the exercise of their mandate for the financial year ended December 31, 2023. 4. Approval, authorization and, to the extent required, ratification of the remunera-tion of the members of the Board. 5. Appointment of the independent auditor (cabinet de révision agréé) for the financial year ending on December 31, 2024. FOR AGAINST ABSTAIN MARK “X” HERE IF YOU PLAN TO PARTIcIPATE AT THE MEETING. (Option available until 06:00 a.m. Luxembourg time on May 17, 2024) |
