UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
SECURITIES EXCHANGE ACT OF 1934
OR
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
EXCHANGE ACT OF 1934
OR
EXCHANGE ACT OF 1934
Date of event requiring this shell company report ______________
For the transition period from ________ to _______
Commission file number 1-14014
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(Exact name of registrant as specified in its
charter)
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(Jurisdiction of incorporation or organization)
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Of our subsidiary
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(Address of principal executive offices)
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Chief Financial Officer
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Credicorp Ltd
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Phone (+
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Facsimile (+
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(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close
of the period covered by the annual report.
Common Shares, par value $5.00 per share 94,382,317
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
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No
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Yes
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
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Accelerated filer
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Non-accelerated filer
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Emerging Growth Company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐
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Other ☐
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by the International Accounting Standards Board ☒
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
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No |
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Auditor Name:
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Auditor Location:
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Auditor Firm ID:
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EXPLANATORY NOTE
We are filing this Amendment No. 1 (“Form 20-F/A”) to our Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2021,
originally filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2022 (the “Form 20-F”), to re-file Section 6.E Share Ownership to include the share ownership of Irzio Pinasco M., a member of The Board of Director and
The Audit Committee. This amendment does not contain other changes to data presented in this section.
Except as expressly set forth in this Form 20-F/A, we are not amending any other part of the Form 20-F. This Form 20-F/A does not reflect
events occurring after the filing of the Form 20-F or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Form 20-F /A should be read in conjunction
with the Form 20-F.
| 6. E |
Share Ownership
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Board of Directors
The following persons were beneficial owners of the listed numbers of common shares of Credicorp Ltd. (as the term “beneficial owner” is
defined in Form 20-F) as of December 31, 2021.
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Director
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Share Ownership
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Percentage
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Luis Enrique Romero B.
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11,800,147 (1)
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12.50%
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Raimundo Morales D.
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Fernando Fort M.
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Patricia Lizarraga G.
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Antonio Abruña P.
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Maite Aranzábal H.
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Alexandre Gouvea
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Irzio Pinasco M. (2)
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*
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*
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Leslie Pierce D.
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(1) Includes beneficially owned shares of the Romero family (Mr. Luis Enrique Romero B. and their family or companies owned or controlled by them).
(2) Beneficially owns less than one percent of the class.
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Common shares held by our Directors and our senior management do not have voting rights different from shares held by our other
shareholders. As of December 31, 2021, there are no stock options granted by Credicorp to acquire any of Credicorp’s outstanding common shares.
Senior Management
Excluding Mr. Luis Romero Belismelis, our Executive Chairman, whose share ownership is set forth above, as of December 31, 2021, members
of our senior management, as defined in “ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES” own 128,111 Credicorp shares, which represents 0.14% of our total outstanding shares. While each member of our senior management owns Credicorp
shares, none (other than our Executive Chairman) owns more than 1% of our total outstanding shares.
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Employees
As of December 31, 2021, Credicorp’s employees, excluding the senior management, own 677,969 Credicorp shares (granted by Credicorp as
part of Credicorp’s long-term compensation program for its key employees and purchased by Credicorp’s employees), which represents 0.72% of our total outstanding shares.
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