6-K
CORPORACION AMERICA AIRPORTS S.A. (CAAP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2023
Commission File Number: 001-38354
Corporación América AirportsS.A.
(Name of Registrant)
128, Boulevard de la PétrusseL-2330, Luxembourg
Grand Duchy of LuxembourgTel: +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): ¨
MATERIAL INFORMATION
Corporación América Airports S.A. (the “Company”) held its annual general meeting of shareholders (the “General Meeting”) on Tuesday, May 23, 2022, at 12:00 p.m. (Luxembourg time). The Company’s shareholders approved and adopted all matters submitted to them at the General Meeting.
Results of the Meeting
1. Presentationof the annual accounts of the Company for the financial year ended December 31, 2022 (the “2022 Financial Year”), ofthe consolidated financial statements for the 2022 Financial Year as well as the management report and independent auditor’s reportfor the 2022 Financial Year.
The General Meeting acknowledged the presentation of the International Accounting Standards Board (IASB) and the European Union International Financing Reporting Standards (EU IFRS) consolidated financial statements of the Company for the 2022 Financial Year and the Company’s annual accounts for the 2022 Financial Year (together, the “Financial Statements”), the management report and independent auditor’s report for the 2022 Financial Year.
**2.**Approvalof the Financial Statements and the management report and acknowledgement of the independent auditor’s report.
The General Meeting resolved to approve the Financial Statements, the management report and acknowledged 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.
**3.**Allocationof results for the 2022 Financial Year.
The General Meeting acknowledged that the Company has made a profit with respect to the 2022 Financial Year in an aggregate amount of U.S.$ 51,907,296.74 (fifty-one million nine hundred seven thousand two hundred ninety-six U.S. dollars and seventy-four cents) (the “Profit”).
The General Meeting resolved to allocate 5% of the Profit made during the 2022 Financial Year and therefore to allocate an amount of U.S.$ 2,595,364.84 (two million five hundred ninety-five thousand three hundred sixty-four U.S. dollars and eighty-four cents) to the legal reserve, in accordance with article 461-1 of the Companies Act.
The General Meeting further resolved to set-off a portion of the losses incurred by the Company during the previous financial years and brought forward in an amount of U.S.$ 61,298,998.70 (sixty-one million two hundred ninety-eight thousand nine hundred ninety-eight US dollars and seventy cents) against the remainder of the Profit in an amount of U.S.$ 49,311,931.90 (forty-nine million three hundred eleven thousand nine hundred thirty-one U.S. dollars and ninety cents).
**4.**Discharge(quitus) of the members of the Board for the exercise of their mandate for the 2022 Financial Year.
The General Meeting resolved 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 2022 Financial Year.
**5.**Appointmentof the members of the Board for a mandate which will end at the occasion of the approval of the annual accounts of the Company for thefinancial year ending on December 31, 2025.
The General Meeting resolved to appoint the following persons as members of the Board for a mandate which will end at the occasion of the approval of the annual accounts of the Company for the financial year ending on December 31, 2025:
| (i) | BOMCHIL, Máximo Luis, director, born<br> in Ciudad Autónoma de Buenos Aires, Argentina, on May 13, 1950 and with professional<br> address at Av. Corrientes 420, C1043AAR, Ciudad Autónoma de Buenos Aires, Argentina; |
|---|---|
| (ii) | EURNEKIAN, Martín Francisco Antranik,<br> director, born in Ciudad Autónoma de Buenos Aires, Argentina, on November 28,<br> 1978 and with professional address at Ruta 101 Km 19.95, 14000, Canelones, Uruguay; |
| --- | --- |
| (iii) | ARENDT, David, director, born in Luxembourg-City,<br> Grand Duchy of Luxembourg, on April 4, 1953 and with professional address at 19, rue<br> de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg; |
| --- | --- |
| (iv) | MARX, Daniel, director, born in Paysandú,<br> Uruguay, on April 16, 1953 and with professional address at Av. Corrientes 222, piso<br> 12, C1043AAP, Ciudad Autónoma de Buenos Aires, Argentina; |
| --- | --- |
| (v) | McGEOCH, Roderick Hamilton, director, born<br> in Albury, Australia, on October 2, 1946 and with professional address at 62, Wallis<br> St Woollahra, 2025 Sydney, Australia; |
| --- | --- |
| (vi) | MONTAGNA, Carlo Alberto, director, born in<br> Pavia, Italy, on February 27, 1964 and with professional address at 19, rue de<br> Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg; and |
| --- | --- |
| (vii) | PECHON, Valérie, director, born in<br> Caracas, Venezuela, on November 10, 1975 and with professional address at 8, rue de<br> la Grève, L-1643 Luxembourg, Grand Duchy of Luxembourg. |
| --- | --- |
**6.**Approval,authorization and, to the extent necessary, ratification of the remuneration of the members of the Board.
The General Meeting resolved to approve, authorise 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 2022 Financial Year, to an aggregate amount of EUR 362,500 (three hundred and sixty-two thousand five hundred euros), excluding any VAT if applicable.
**7.**Approval,authorization and, to the extent necessary, ratification of the renewal and amendment of the directors’ compensation policy settingout the compensation system for the current and future directors of the Company (the “Directors’ Compensation Policy”).
The General Meeting resolved to approve, authorise and, to the extent necessary, ratify the renewal and amendment of the Directors’ Compensation Policy for the period starting on the date of this General Meeting until the earlier of (i) the Company’s shareholders annual general meeting to be held in 2026, which will resolve on the annual accounts of the Company for the financial year ending on December 31, 2025, or (ii) the third anniversary as from the date of this General Meeting.
**8.**Appointmentof the independent auditor (cabinet de révision agréé) for the financial year ending December 31, 2023.
The General Meeting resolved to renew the mandate of 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, 2023, and to grant power and authority to the Board to enter into the relevant agreement (in accordance with market standards) with PricewaterhouseCoopers.
**9.**Renewalof the authorised share capital of the Company.
The General Meeting resolved to renew the authorised capital provisions set out in the articles of association of the Company (the “Articles”) authorising the Board to increase the share capital of the Company in the same terms as they currently stand but the starting date of the authorization period, and to consequently amend article 5.5(b) of the Articles, so that it shall henceforth read as follows:
“(b) Terms of theauthorisation
The Board is authorised, duringa period starting on May 23, 2023, regardless of the date of publication of such deed, and expiring on the fifth anniversary ofsuch date (the Period), to increase the current share capital up to the Authorised Capital Amount, in whole or in part from timeto time: (i) by way of issuance of shares in consideration for a payment in cash, (ii) by way of issuance of shares in considerationfor a payment in kind, and/or (iii) by way of capitalisation of distributable profits and reserves, including share premium.
The Board is authorised to determinethe terms and conditions attaching to any subscription and issuance of shares pursuant to the authority granted under this Article 5.5,including by setting the time and place of the issuance or the successive issuances of shares, the issue price, with or without sharepremium, and the terms and conditions of payment for the shares under any documents and agreements including, without limitation, convertibleloans, option agreements or stock option plans.
During the Period, the Board isauthorised to issue convertible bonds, or any other convertible debt instruments, bonds carrying subscription rights or any other instrumentsentitling their holders to subscribe for or be allocated with shares, such as, without limitation, warrants (the Instruments),within the limits of the Authorised Capital Amount. The issuance of the shares to be issued following the exercise of the rights attachedto the Instruments may be carried out by a payment in cash, a payment in kind or a capitalisation of distributable profits and reserves,including share premium during or after the Period.
The Board is authorised to (i) determinethe terms and conditions of the Instruments, including the price, the interest rate, the exercise rate, conversion rate or the exchangerate, and the repayment conditions, and (ii) issue such Instruments.”
**10.**Amendmentof the number of executive committee (comité de direction) members of the Company.
The General Meeting resolved to amend the number of executive committee (comité de direction) members of the Company, and to consequently amend the first paragraph of article 16.2 of the Articles, so that it shall henceforth read as follows:
“The management of the Companyshall be delegated to an executive committee (comité de direction), consisting of a maximum of five (5) members including,inter alia, a Chief Executive Officer, a Chief Financial Officer, a Head of Legal and Compliance and other members of the senior management,designated from time to time by the Board.”
**11.**Amendmentto the signatory powers in respect of the daily management.
The General Meeting resolved to amend the signatory powers in respect of the daily management, and to consequently amend article 17.2 of the Articles, so that it shall henceforth read as follows:
“17.2 Signatorypowers in respect of the daily management
*Inrespect of the daily management, the Company will be bound towards third parties by the joint signatures of the persons appointed tothat effect in accordance with Article 16.1 or by the joint signature of the daily manager (*délégué à la gestion journalière) together with the signature of any member of the executive committee (comité de direction).”
**12.**Amendmentof the term “chairman” to “chairperson” in the Articles.
The General Meeting resolved to replace the term “chairman” by “chairperson”, and to consequently amend articles 11.8, 11.9, 13.1, 13.2, 13.5(c), 14.1 and 14.2 of the Articles, so that they shall henceforth read as follows:
“11.8 Bureau
The shareholders shall elect a chairpersonof the General Meeting. The chairperson shall appoint a secretary and the shareholders shall appoint a scrutineer. The chairperson, thesecretary and the scrutineer together form the bureau of the General Meeting.”
“11.9 Minutesand certified copies
The minutes of the General Meetingwill be signed by the members of the bureau of the General Meeting and by any shareholder who wishes to do so.
However, where decisions of theGeneral Meeting have to be certified, copies or extracts for use in court or elsewhere must be signed by the chairperson of the Boardor the secretary of such General Meeting (as may be appointed from time to time) or by any two (2) other directors.”
“13.1 Chairperson
The Board may appoint a chairperson(the Chairperson) from among its members and may choose a secretary, who need not be a director, and who shall be responsiblefor keeping the minutes of the meetings of the Board. The Chairperson will chair all meetings of the Board. In his/her absence, the othermembers of the Board will appoint another chairperson pro tempore who will chair the relevant meeting by simple majority vote of thedirectors present or represented at such meeting.”
“13.2 Procedureto convene a board meeting
The Board shall meet upon call byeither of the Chairperson, the secretary of the Board (as may be appointed from time to time), the Company secretary or any two directorsat the place indicated in the meeting notice.
Written meeting notice of the Boardshall be given to all the directors at least twenty-four (24) hours in advance of the day and the hour set for such meeting, except incircumstances of emergency, in which case the nature of such circumstances shall be set forth briefly in the convening notice of themeeting of the Board.
No such written meeting notice isrequired if all the members of the Board are present or represented during the meeting and if they state they have been duly informedand have had full knowledge of the agenda of the meeting. In addition, if all the members of the Board are present or represented duringthe meeting and they agree unanimously to set the agenda of the meeting, the meeting may be held without having been convened in themanner set out above.
A member of the Board may waivethe written meeting notice by giving his/her consent in writing.
Copies of consents in writing thatare transmitted by telefax or e-mail may be accepted as evidence of such consents in writing at a meeting of the Board. Separate writtennotice shall not be required for meetings that are held at times and at places determined in a schedule previously adopted by a resolutionof the Board.”
“(c) Castingvote of Chairperson
In the case of a tied vote, theChairperson or the chairperson pro tempore, as the case may be, shall have a casting vote.”
“14.1 Signatureof board minutes
The minutes of any meeting of theBoard shall be signed by the Chairperson or the chairperson pro tempore, as the case may be or by all the directors present at such meeting.”
“14.2 Signatureof copies or extracts of board minutes
Copies or extracts of minutes orresolutions in writing from the Board, which may be produced in judicial proceedings or otherwise shall be signed by either the Chairperson,the secretary of the Board (as may be appointed from time to time), or any two members of the Board.”
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 and Compliance | |
| By: | /s/ Jorge Arruda |
| Name: Jorge Arruda | |
| Title: Chief Financial Officer |
Date: May 23, 2023