SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 March 2021
Commission File Number: 001-14014
CREDICORP LTD.
(Translation of registrant’s name into English))
Of our subsidiary
Banco de Credito del Peru:
Calle Centenario 156
La Molina
Lima 12, Peru
(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): ____
March 5, 2021
Securities and Exchange Commission - SEC
Re.: MATERIAL EVENT
Dear Sirs:
As disclosed in the Forms 6-K furnished to the SEC on January 29 and February 26, 2021, the Board of Directors of Credicorp Ltd. (the ‘Company’) agreed to set the date for the Annual General Meeting of Shareholders for March 31, 2021, at 3:00 p.m. (Peruvian time) in a virtual meeting.
In this sense, we hereby notify you as a Material Event, that since March 5, 2021, the Company has started the distribution of the documents that support the proposal that will be addressed in the Annual General Meeting of Shareholders. The documents (letter to shareholders and Notice of Annual General Meeting of Shareholders) are attached to this communication.
It should be noted that the Company has published the documents in the section ‘Investors’ and ‘Annual Materials and 20Fs’ of its webpage, which is not incorporated by reference herein.
The information in this Form 6-K (including any exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the ‘Exchange Act’) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Sincerely,
| /s/ Miriam Böttger | |
| Authorized Representative | |
| Credicorp Ltd. |
SIGNATURE
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.
Date: March 5, 2021
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CREDICORP LTD. (Registrant) |
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| By: | /s/ Miriam Böttger | ||
| Miriam Böttger | |||
| Authorized Representative | |||
Exhibit 99.1
March 5, 2021
Dear Shareholder:
In accordance with the Bye-Laws of Credicorp Ltd. (“Credicorp”) and in compliance with the Companies Act 1981 of Bermuda, the Annual General Meeting of Shareholders of Credicorp will be hosted in Spanish as a completely virtual meeting, which will be conducted solely online via live webcast, on March 31, 2021, 3:00 p.m. (Peruvian time) at www.meetingcenter.io/257290976, for the purpose of considering and voting on the matters referred to in the attached Notice of Annual General Meeting of Shareholders.
Credicorp’s Board of Directors has established, in accordance with Credicorp’s Bye-Laws, that only those shareholders that are registered as shareholders of Credicorp as of the close of business on February 10, 2021 (the “record date”) will be entitled to receive notice of, to attend and to vote at the Annual General Meeting.
You will be able to attend and participate in the Annual General Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetingcenter.io/257290976 at the meeting date and time described in the accompanying proxy statement. The password for the meeting is BAP2021. There is no in-person meeting for the Annual General Meeting.
If you wish to lodge your proxy vote before the meeting you can do so by using our online voting service at http://www.investorvote.com/bap or alternatively you can complete and return the enclosed proxy form, which must be received by the Company as of close of business on March 25, 2021.
Enclosed please find a summary of Credicorp’s audited consolidated financial statements for the year ended on December 31, 2020. The “Full Report” is also available on our website (https://credicorp.gcs-web.com/) under the section “Investors” and “Annual Materials and 20-Fs” and can be requested in conformance with Appendix 1 of the attached Notice of Annual General Meeting of Shareholders.
In accordance with Credicorp’s Bye-Laws, if a quorum is not present within the first half hour of the meeting as convened, the Annual General Meeting will be held in the same virtual format on April 5, 2021 at 3:00 p.m. (Peruvian time).
Sincerely,
/S/ Luis Romero B.
Chairman of the Board
Exhibit 99.2
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Credicorp Ltd. (“Credicorp” or the “Company”), a Bermuda company, will be held on March 31, 2021 at 3:00 pm (Peruvian time) in Spanish in a virtual meeting format only at www.meetingcenter.io/257290976. To protect the health and safety of the Company’s employees, shareholders and other stakeholders from the COVID-19 pandemic, there will be no in-person meeting for shareholders to attend this year.
This year, the Annual General Meeting will consider the following formal business:
| 1. | Presentation by the Chairman of the Board of the Annual Report for the financial year ended December 31, 2020. |
| 2. | Presentation by the Chairman of the Board of the audited consolidated financial statements of the Company and its subsidiaries for the financial year ended December 31, 2020, including the report generated by the external auditors of the Company. (See Appendix 1 for the Form for Election to Receive Full Financial Statements Report) |
| 3. | To appoint the external auditors of the Company to perform such services for the 2021 financial year and to delegate the power to set and approve fees for such audit services to the Board of Directors (for further delegation to the Audit Committee thereof). (See Appendix 2) |
Only those shareholders that are registered as shareholders of Credicorp as of the close of business on February 10, 2021 are entitled to receive notice of, to attend and to vote at the meeting.
To participate in the meeting, shareholders may use their smartphone, tablet or computer to access www.meetingcenter.io/257290976. On the website, shareholders will be able to listen to a live webcast of the meeting, ask the Directors questions typing them online and submit their votes in real time. Questions must be confined to matters properly before the Annual General Meeting and of general company concern. Further information on how to participate in the meeting online is provided on Appendix 3 of this Notice of Annual General Meeting of Shareholders and on our website (https://credicorp.gcs-web.com/).
If you wish to lodge your proxy vote before the meeting you can do so by using our online voting service at http://www.investorvote.com/bap or alternatively you can complete and return the enclosed proxy form, which must be received by the Company by the close of business on March 25, 2021.
The meeting will begin promptly at 3:00 pm (Peruvian time). We encourage you to access the meeting prior to the start time. Online access will open at 2:45 pm (Peruvian time), and you should allow ample time to log in to the meeting webcast and test your smartphone, tablet or computer audio system. We recommend that you carefully review in advance the procedures needed to gain admission.
Please, be aware that if there is no quorum for the transaction of business by 3:00 pm (Peruvian time) on the date of the Annual General Meeting, the meeting shall be adjourned to April 5, 2021, at the same time and held in a virtual format only, at which meeting the persons attending representing directly or by proxy voting shares in the Company shall form a quorum for the transaction of business.
The Board of Directors
March 5, 2021
APPENDIX 1
FORM FOR ELECTION TO RECEIVE FULL FINANCIAL STATEMENTS REPORT
| To: | Credicorp Ltd. (“Credicorp”) |
| C/O: | Credicorp Capital Servicios Financieros S.A. |
Dpto. Registro de Acciones (Srta. Giulia Buiza)
Centro Empresarial Cronos
Av. El Derby 055, Torre 4, Piso 10
Santiago de Surco, Lima 33, Peru
gbuiza@credicorpcapital.com
| REF.: | FULL FINANCIAL STATEMENTS FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CREDICORP TO BE HELD ON MARCH 31, 2021. |
I/We hereby confirm that I/we was/were a registered shareholder of Credicorp as of the close of business on February 10, 2021 and have duly received the Notice and Agenda issued by the Board of Directors of Credicorp and I/we am/are entitled to attend the Annual General Meeting of Shareholders of Credicorp to be held on March 31, 2021.
I/We hereby elect to receive a copy of the full set of the audited consolidated financial statements of Credicorp for the fiscal year ended December 31, 2020 and the external auditor’s opinion thereon (the “Full Report”), to be mailed to the address specified below within fifteen (15) days from the date of receipt by Credicorp of the duly completed form herein, or distributed by electronic mail to the electronic mail address specified below.
I/We accept that Credicorp is not liable for any delay in the delivery or non-receipt of the Full Report whatsoever, whether owing to any delay by or other fault of the postal or courier service employed by Credicorp to dispatch the Full Report or otherwise. I/We accept the risk that the Full Report may not reach me/us prior to the commencement of the Annual General Meeting of Shareholders.
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Name of shareholder: |
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I wish to receive “the Full Report.” Please mark with an “X” your preferred option:
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Option 1: via email ¨ |
Option 2: via mail ¨ |
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For Option 1: please provide your email address
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For Option 2: please provide your mailing address
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Date: ______________________
___________________________
Signed by the above Shareholder
APPENDIX 2
APPOINTMENT OF EXTERNAL AUDITORS
At the Annual General Meeting of Shareholders held on June 5, 2020, the shareholders of Credicorp Ltd. approved the appointment of Gaveglio Aparicio y Asociados S.C.R.L., a member firm of PricewaterhouseCoopers in Peru, to act as external auditors for a period of one (1) year in accordance with the proposal and recommendation of the Audit Committee that was delivered to the Board of Directors, and delegated to the Board of Directors acting by the Audit Committee to approve the auditor’s fees.
Hence, considering the satisfactory work performed by the external auditors, and with the prior recommendation and approval of the Audit Committee, the Board proposes to the Annual General Meeting the appointment of Gaveglio Aparicio y Asociados S.C.R.L., representatives of PricewaterhouseCoopers in Peru, as external auditors for the fiscal year ending December 31, 2021.
The Board also recommends the shareholders to delegate to the Board of Directors acting by the Audit Committee the power to set and approve the auditor’s fees for their audit services.
Credicorp’s Policy for Audit and Non-Audit Fees
The Audit Committee has determined that, as a general rule, the sum total of tax services and other services provided to Credicorp and its subsidiaries by the external auditor may not exceed 35% of the total of auditing services, services related to auditing, taxes and other services as stipulated in section IV. “Services subject to approval,” contained in the Audit Committee Policy during a fiscal year.
When the Committee deems it necessary to approve an exception, it will take into consideration if the service required is aligned with the rules of independence for external auditors as set by the U.S. Securities and Exchange Commission (the “SEC”).
Please find below preliminary information related to audit and non-audit fees paid to Gaveglio Aparicio y Asociados S.C.R.L. for the fiscal years ended December 31, 2018, 2019 and 2020 (preliminary). The information includes fees for independent auditing and for other projects conducted at the Company. The final information for 2020 will be published in Credicorp’s Form 20-F for the year ended December 31, 2020 to be filed with the SEC, but we do not expect that the final amounts, which will be reported in the Form 20-F, will be materially different from the information for 2020 presented below.
| Credicorp Ltd. | ||||||||||||
| Years ended – December 31 | ||||||||||||
| (S/ thousands) | 2018 | 2019 | 2020 | |||||||||
| Audit | 15,556 | 17,233 | 21,106 | |||||||||
| Audit-related | 20 | 66 | - | |||||||||
| Tax | 57 | 520 | 410 | |||||||||
| All others | 266 | 928 | 489 | |||||||||
| Total | 15,899 | 18,737 | 22,005 | |||||||||
APPENDIX 3
For the year 2021, the Annual General Meeting will be a completely virtual meeting, which will be conducted exclusively by webcast. No physical meeting will be held.
Registered holders, and beneficial shareholders who register for the Annual General Meeting in advance, will be able to participate in the meeting by visiting www.meetingcenter.io/257290976. The password for this meeting is BAP2021.
Shareholder of Record
If you are a registered holder, a 15-digit secure control number that will allow you to attend the Annual General Meeting electronically can be found on your proxy card or notice received.
Beneficial Owner
If you hold your shares in the name of a broker, bank or other holder of record, you may either: (i) vote in advance of the Annual General Meeting by contacting your broker and attend the virtual meeting as a guest; or (ii) register to attend the virtual meeting as a shareholder in advance.
To register to attend the Annual General Meeting online, you must submit proof of your proxy power (legal proxy) reflecting your holdings in the Company along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Peruvian time, on March 29, 2021.
You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare at the following:
| By email: | Forward the email from your broker, or attach an image of your legal proxy, to |
legalproxy@computershare.com.
| By mail: | Computershare, Credicorp, Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. |
Whether or not you plan to attend the Annual General Meeting, we urge you to vote and submit your proxy in advance of the meeting.