UNITED STATES
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 July, 2022
Commission File Number: 001-40818
GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. - INSTITUIÇÃO DE PAGAMENTO
(Exact name of registrant as specified in its charter)
GETNET MERCHANT ACQUISITION AND PAYMENT SERVICES, INC.
(Translation of Registrant’s name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation)
Avenida Presidente Juscelino Kubitschek, 2041, suite 121, Block A
Condomínio WTORRE JK, Vila Nova Conceição
São Paulo, São Paulo, 04543-011
Federative Republic of Brazil
(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):
Yes _______ No ___X____
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):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTOS S.A. – INSTITUIÇÃO DE PAGAMENTO
Publicly Held Company with Authorized Capital
CNPJ/ME No. 10.440.482/0001-54
NIRE 35.300.567.064
MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS´MEETING
HELD ON JULY 8, 2022
DATE, TIME AND PLACE: On July 8, 2022, at 2:00 p.m., at the principal place of business of Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento (“Getnet” or the “Company”), located in the city of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº 2041 - Bloco A – conj. 121 – Vila Nova Conceição - CEP 04543-011.
ATTENDANCE: Shareholders representing 96,21% of the Company´s voting capital, as verified by the signatures contained in the Shareholders´ Attendance Book and considering the remote voting ballots, as per the synthetic voting map disclosed by the Company.
MEETING BOARD: Chairman: Luciano Decourt Ferrari; and Secretary: Daniela Mussolini Llorca Sanchez.
CALL NOTICE AND PUBLICATIONS: Call Notice published in the “Valor Econômico” newspaper, in the May 30 and 31, 2022 and June 1st, 2022 editions.
AGENDA: (1) Resolve, pursuant to paragraph 1 of article 6 of the Company's Bylaws: a) the termination of Getnet’s registration as a publicly-held company (Category A) with the Brazilian Securities and Exchange Commission ("CVM"); and b) the termination of Getnet’s registration with the U.S. Securities and Exchange Commission (“SEC”); both items (a) and (b) conditioned on the conclusion and settlement, respectively, of a public delisting tender offer in Brazil (the “Brazilian Offer”) and a public tender offer in the United States of America (the “U.S. Offer” and, together with the Brazilian Offer, the “Offers”) by the Company's controlling shareholder, PagoNxt Merchant Solutions S.L., a company incorporated and existing under the laws of Spain, with its registered office at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain (“PagoNxt”); and (2) If the previous matter is approved, to authorize and ratify all the acts of the Company's managers necessary for the effectiveness of the resolutions proposed and approved by the Company's shareholders.
READING OF DOCUMENTS, VOTING, AND DRAWING UP OF THE MINUTES: (1) The reading of the documents related to the Agenda was dismissed, considering that they are entirely known by the shareholders and were disclosed on the Brazilian Securities and Exchange Commission website ( “CVM” - www.cvm.gov.br) on May 30, 2022; (2) The declarations of votes, objections and divergences submitted shall be numbered, received and certified by the Board and shall be kept filed at the Company’s headquarters, pursuant to Article 130, first paragraph, of Law No. 6,404/76, as amended, and will be disclosed in accordance with the applicable rules; and (3) The drawing up of these minutes as a summary was authorized, as well as its publishing without the signatures of all the attending shareholders, pursuant to Article 130, paragraphs 1 and 2, of Law No. 6,404/76.
REMOTE VOTING: The attending shareholders resolved to dismiss the reading of the Consolidated Voting Map disclosed to the market on May 30, 2022, pursuant to paragraph 4 of Article 48 of CVM Ruling No. 81/2022, which was made available for shareholders' appreciation, along with the remaining abovementioned documents.
RESOLUTIONS: Following the discussions related to the Agenda’s matters, the attending shareholders of the Company resolved to:
(1) APPROVE, by majority, with 899,636,094 affirmative votes, 61,930 dissenting votes e 15,024,389 votes not cast due to abstentions, under paragraph 1 of article 6 of the Company´s Bylaws: a) the termination of Getnet’s registration as a publicly-held company (Class A) with the CVM; and b) the termination of Getnet’s registration with the SEC; both items (a) and (b) conditioned on the conclusion and settlement, respectively, of the Offers by the Company's controlling shareholder, PagoNxt and to the meeting of the quorum necessary for the purposes of terminating the Company´s registration with the CVM in the context of the Brazilian Offer, pursuant to CVM Resolution No. 85, of March 31, 2022; and
(2) AUTHORIZE and RATIFY, by majority, with 899,636,094 affirmative votes, 54,712 dissenting votes and 15,032,399 votes not cast due to abstentions, all the acts of the Company's managers necessary for the effectiveness of the resolutions proposed and approved by the Company's shareholders.
CLOSING: There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared, which were read, approved, and signed by the Board members and the attending shareholders.
SIGNATURES: Luciano Decourt Ferrari, Chairman and Daniela Mussolini Llorca Sanchez, Secretary of the Board. Shareholders: PAGONXT MERCHANT SOLUTIONS, S.L. – Lóren Cristine Ribeiro Dias, attorney-in-fact; THE BANK OF NEW YORK MELLON – Lóren Cristine Ribeiro Dias, attorney-in-fact; IT NOW IFNC FUNDO DE ÍNDICE, IT NOW SAMALL CAPS FUNDO DE INDICE, ITAU SMALL CAP MASTER FUNDO DE INVESTIMENTO EM AÇÕES, WM SAMALL CAP FUNDO DE INVESTIMENTO EM AÇÕES - Christiano Marques de Godoy - attorney-in-fact; and SPX PATRIOT MASTER FIA; SPX FALCON MASTER FIA; SPX APACHE MASTER FIA; SPX FALCON INSTITUCIONAL MASTER FI MULTIMERCADO; FIM CP LS INVESTIMENTO NO EXTERIOR; MINISTRY OF ECONOMY AND FINANCE; MACQUARIE MULTI-FACTOR FUND; BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD; NEW YORK STATE COMMON RETIREMENT FUND; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL; THE BOARD OF.A.C.E.R.S.LOS ANGELES, CALIFORNIA; CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN; MOBIUS LIFE LIMITED; THE BOARD OF THE PENSION PROTECTION FUND; VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I; QIC INTERNATIONAL EQUITIES FUND; QIC LISTED EQUITIES FUND; SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY; WISDOMTREE EMERGING MARKETS EFFICIENT CORE FUND; BLACKROCK LIFE LIMITED - DC OVERSEAS EQUITY FUND; PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB; ALASKA PERMANENT FUND; DIMENSIONAL EMERGING MKTS VALUE FUND; THE EMERGING M.S. OF THE DFA I.T.CO.; EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU; JOHN HANCOCK FUNDS II EMERGING MARKETS FUND; JOHN HANCOCK VARIABLE INS TRUST EMERGING MARKETS VALUE TRUST; DIMENSIONAL EMERGING CORE EQUITY MARKET ETF OF DIM; LEGAL GENERAL GLOBAL EQUITY INDEX FUND, LEGAL & GENERAL ICAV; LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD; CITY OF NEW YORK GROUP TRUST; FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA; L PENSION TRUST; OLD MUTUAL LIFE ASSURANCE COMPANY (SOUTH AFRICA) LTD; ALBERTA INVESTMENT MANAGEMENT CORPORATION; NORGES BANK; INVESCO RAFI FUNDAMENTAL GLOBAL INDEX TRUST; DEUTSCHE ASSET WEALTH MANAGEMENT INVESTMENT GMBH FOR D GPF – by Remote Voting Ballot.
We certify that this is a true transcript of the minutes recorded in the Minutes of the General Meeting Book of the Company.
Luciano Decourt Ferrari Chairman | Daniela Mussolini Llorca Sanchez Secretary |
GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. - INSTITUIÇÃO DE PAGAMENTO
Publicly-Held Company
Corporate Taxpayers’ Registry No.10.440.482/0001-54
EXTRAORDINARY GENERAL MEETING
In compliance with the Resolution CVM no. 81/2022, we present the Final Synthetic Voting Map consolidating the voting instructions issued remotely and in attendance for each matter submitted to the resolution of the Extraordinary General Meeting held on July 8th, 2022, at 2 P.M (BRT), with the identification of the approvals, rejections, and abstentions.
|
|
| Class of Shares and total number of Votes for each Resolution | |
Item | Resolution - EGM | Votes | Common (ON) | Preferred (PN) |
1 | APPROVE, pursuant to paragraph 1 of article 6 of the Company's Bylaws: a) the termination of Getnet’s registration as a publicly-held company (Category A) with the Brazilian Securities and Exchange Commission ("CVM"); and b) the termination of Getnet’s registration with the U.S. Securities and Exchange Commission (“SEC”); both items (a) and (b) conditioned toon the conclusion and settlement, respectively, of a public delisting tender offer in Brazil (the “Brazilian Offer”) and a public delisting tender offer in the United States of America (the “U.S. Offer” and, together with the Brazilian Offer, the “Offers”) by the Company's controlling shareholder, PagoNxt Merchant Solutions S.L., a company incorporated and existing under the laws of Spain, with its registered office at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain (“Pagonxt Merchant SolutionsPagoNxt”); | Approval | 899,636,094 | 0 |
Reject | 61,930 | 0 | ||
Abstain | 15,024,389 | 0 | ||
2 | If the previous matter is approved, to authorize and ratify all the acts of the Company's managers necessary for the effectiveness of the resolutions proposed and approved by the Company's shareholders. | Approval | 899,636,094 | 0 |
Reject | 54,712 | 0 | ||
Abstain | 15,032,399 | 0 |
Luciano Decourt Ferrari
Investor Relations Vice-President
GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. – INSTITUIÇÃO DE PAGAMENTO
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.
Date: July 08, 2022
| GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. - INSTITUIÇÃO DE PAGAMENTO |
| By: /s/ Luciano Decourt Ferrari |
| Name: Luciano Decourt Ferrari |
| Title: Investors Relations Officer |
|
|