Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
16 Mayo 2023 - 5:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2023
Commission File Number 001-35991
AENZA
S.A.A.
(Exact
name of registrant as specified in its charter)
N/A
(Translation
of registrant’s name into English)
Republic
of Peru
(Jurisdiction
of incorporation or organization)
Av.
Petit Thouars 4957
Miraflores
Lima
34, Peru
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover 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): ☐
May
15, 2023
Pursuant
to the provisions of Articles 21 - A and 258° of the General Corporations Law, the shareholders of AENZA S.A.A. (“AENZA”)
are hereby convened to the Annual Mandatory Shareholders’ Meeting to be held, on first call, on June 12, 2023, at 11:00 a.m.; on second
call, on June 15, 2023; and, on third call, on June 19, 2023 (“Meeting”), all at the same time and place, for the purpose
of submitting the following to the Shareholders’ Meeting:
| 1. | Approval
of the Annual Report, Annual Corporate Governance Report, Sustainability Report and Audited
Separate and Consolidated Financial Statements for 2022 Fiscal Year |
| 2. | Application
of Results for 2022 Fiscal Year |
| 3. | Approval
of the Dividend Policy |
| 4. | Delegation
of powers to formalize agreements |
The
Shareholders’ Meeting, including the verification of the quorum and the voting on the agenda items will be held through the “Microsoft
Teams” platform, which will be accessible according to the procedure established in the informative document (the “Informative
Document”).
This
notice, the Information Document, as well as the information and documentation related to the matters to be discussed as required by
the Regulation on Relevant Information Communication and Reserved Information, are published as a Relevant Information Communication,
and in the section “Shareholders’ Meetings or Non-Presential Bondholders’ Meetings” of the Securities Market Portal of the
SMV (www.smv.gob.pe) and at www.aenza.com.pe.
Other
information and documentation related to the matters to be discussed at the Meeting is also published in the “Shareholders’ Meetings
or Non-Presential Bondholders’ Meetings” of the Securities Market Portal of the SMV.
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.
| AENZA S.A.A. |
|
| |
|
|
| By: |
/s/ FERNANDO RODRIGO BARRON |
|
| Name: |
Fernando Rodrigo Barron |
|
| Title: |
VP of Corporate Finance and
Business Development |
|
| |
|
|
| Date: |
May 15, 2023 |
|
AENZA S.A.A. MANDATORY ANNUAL MEETING
First Call - June 12, 2023
Second Call - June 15, 2023
Third Call - June 19, 2023
Motion N° 1
Approval of the Annual Report, Annual Corporate
Governance Report, Sustainability Report and Audited Separate and Consolidated Financial Statements for 2022 Fiscal Year
Whereas:
That, in compliance with the General Corporations
Law, the Board of Directors submitted for consideration of the Annual Mandatory Shareholders' Meeting, the Annual Report and the Separate
and Consolidated Financial Statements for fiscal year 2022 audited by Emmerich, Córdova y Asociados S. Civil de R.L., a member
firm of KPMG.
That, the Board of Directors approved the Annual
Corporate Governance Report and the Sustainability Report for the fiscal year 2022, prepared as required by Resolution SMV No. 012-2014-SMV/01
of the Superintendencia del Mercado de Valores, and agreed to submit it for consideration by the Annual Shareholders' Meeting.
Motion:
To approve the Annual Report, the Annual Corporate Governance Report,
the Sustainability Report, and the Audited Separate and Consolidated Financial Statements for the 2022 Fiscal Year.
Motion N° 2
Application of Results for 2022 Fiscal Year
Whereas:
That, according to the audited Financial Statements
corresponding to fiscal year 2022, the Company has generated a net loss of S/ 450,036,523.80 (Four Hundred Fifty Million Thirty-Six Thousand
Five Hundred Twenty-Three with 80/100 Soles).
Motion:
To apply the net loss of S/ 450,036,523.80 (Four Hundred Fifty Million
Thirty-Six Thousand Five Hundred Twenty-Three with 80/100 Soles) of the fiscal year 2022 to the retained earnings account.
Motion N° 3
Dividend Policy
Whereas:
That, in accordance with Article 85, literal a)
of the Securities Market Law, approved by Legislative Decree No. 861, issuers with securities registered in the Public Registry of the
Securities Market must have a dividend policy approved by the General Shareholders' Meeting, which shall include the information set forth
in SMV Resolution No. 031-2012-SMV/01. For such reason, the Board of Directors of AENZA has considered necessary to propose the approval
of the dividend policy.
Motion:
To approve the Dividend Policy proposed by the
Board of Directors.
Motion N° 4
Delegation of Powers to formalize agreements
Whereas:
That, for the purpose of formalizing the resolutions
adopted by the Shareholders' Meeting, we propose to designate Mr. Dennis Fernandez Armas, Vice President of People, Public Affairs and
Shared Services, and Ms. Zoila Horna Zegarra, Corporate Legal Vice President, to perform all the formalities and sign all the necessary
documents for such purpose.
Motion:
To designate Mr. Dennis Fernandez Armas, Vice
President of People, Public Affairs and Shared Services, and Ms. Zoila Horna Zegarra, Corporate Legal Vice President, to formalize the
resolutions adopted by the Shareholders' Meeting.
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