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 May, 2023
Commission File Number: 001-38354
Corporación América Airports
S.A.
(Name of Registrant)
128, Boulevard de la Pétrusse
L-2330, Luxembourg
Grand Duchy of 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): ¨
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. Presentation
of the annual accounts of the Company for the financial year ended December 31, 2022 (the “2022 Financial Year”), of
the consolidated financial statements for the 2022 Financial Year as well as the management report and independent auditor’s report
for 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. Approval
of 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. Allocation
of 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. Appointment
of 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 the
financial 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
in Ciudad Autónoma de Buenos Aires, Argentina, on May 13, 1950 and with professional
address at Av. Corrientes 420, C1043AAR, Ciudad Autónoma de Buenos Aires, Argentina; |
| (ii) | EURNEKIAN, Martín Francisco Antranik,
director, born in Ciudad Autónoma de Buenos Aires, Argentina, on November 28,
1978 and with professional address at Ruta 101 Km 19.95, 14000, Canelones, Uruguay; |
| (iii) | ARENDT, David, director, born in Luxembourg-City,
Grand Duchy of Luxembourg, on April 4, 1953 and with professional address at 19, rue
de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg; |
| (iv) | MARX, Daniel, director, born in Paysandú,
Uruguay, on April 16, 1953 and with professional address at Av. Corrientes 222, piso
12, C1043AAP, Ciudad Autónoma de Buenos Aires, Argentina; |
| (v) | McGEOCH, Roderick Hamilton, director, born
in Albury, Australia, on October 2, 1946 and with professional address at 62, Wallis
St Woollahra, 2025 Sydney, Australia; |
| (vi) | MONTAGNA, Carlo Alberto, director, born in
Pavia, Italy, on February 27, 1964 and with professional address at 19, rue de
Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg; and |
| (vii) | PECHON, Valérie, director, born in
Caracas, Venezuela, on November 10, 1975 and with professional address at 8, rue de
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 setting
out 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. Appointment
of 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. Renewal
of 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 the
authorisation
The Board is authorised, during
a period starting on May 23, 2023, regardless of the date of publication of such deed, and expiring on the fifth anniversary of
such date (the Period), to increase the current share capital up to the Authorised Capital Amount, in whole or in part from time
to time: (i) by way of issuance of shares in consideration for a payment in cash, (ii) by way of issuance of shares in consideration
for a payment in kind, and/or (iii) by way of capitalisation of distributable profits and reserves, including share premium.
The Board is authorised to determine
the 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 share
premium, and the terms and conditions of payment for the shares under any documents and agreements including, without limitation, convertible
loans, option agreements or stock option plans.
During the Period, the Board is
authorised to issue convertible bonds, or any other convertible debt instruments, bonds carrying subscription rights or any other instruments
entitling 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 attached
to 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) determine
the terms and conditions of the Instruments, including the price, the interest rate, the exercise rate, conversion rate or the exchange
rate, and the repayment conditions, and (ii) issue such Instruments.”
10. Amendment
of 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 Company
shall 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. Amendment
to 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 Signatory
powers in respect of the daily management
In
respect of the daily management, the Company will be bound towards third parties by the joint signatures of the persons appointed to
that 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. Amendment
of 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 chairperson
of the General Meeting. The chairperson shall appoint a secretary and the shareholders shall appoint a scrutineer. The chairperson, the
secretary and the scrutineer together form the bureau of the General Meeting.”
“11.9 Minutes
and certified copies
The minutes of the General Meeting
will 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 the
General Meeting have to be certified, copies or extracts for use in court or elsewhere must be signed by the chairperson of the Board
or 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 responsible
for keeping the minutes of the meetings of the Board. The Chairperson will chair all meetings of the Board. In his/her absence, the other
members of the Board will appoint another chairperson pro tempore who will chair the relevant meeting by simple majority vote of the
directors present or represented at such meeting.”
“13.2 Procedure
to convene a board meeting
The Board shall meet upon call by
either of the Chairperson, the secretary of the Board (as may be appointed from time to time), the Company secretary or any two directors
at the place indicated in the meeting notice.
Written meeting notice of the Board
shall 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 in
circumstances of emergency, in which case the nature of such circumstances shall be set forth briefly in the convening notice of the
meeting of the Board.
No such written meeting notice is
required if all the members of the Board are present or represented during the meeting and if they state they have been duly informed
and have had full knowledge of the agenda of the meeting. In addition, if all the members of the Board are present or represented during
the meeting and they agree unanimously to set the agenda of the meeting, the meeting may be held without having been convened in the
manner set out above.
A member of the Board may waive
the written meeting notice by giving his/her consent in writing.
Copies of consents in writing that
are transmitted by telefax or e-mail may be accepted as evidence of such consents in writing at a meeting of the Board. Separate written
notice shall not be required for meetings that are held at times and at places determined in a schedule previously adopted by a resolution
of the Board.”
“(c) Casting
vote of Chairperson
In the case of a tied vote, the
Chairperson or the chairperson pro tempore, as the case may be, shall have a casting vote.”
“14.1 Signature
of board minutes
The minutes of any meeting of the
Board 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 Signature
of copies or extracts of board minutes
Copies or extracts of minutes or
resolutions 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
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