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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 June 2025
Commission File Number: 001-41982
Auna S.A.
(Exact name of registrant as specified in its charter)
6, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
+51 1-205-3500
(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 |
GENERAL MEETINGS OF SHAREHOLDERS
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being furnished by Auna S.A. (“Auna” or the “Company”) with the Securities and Exchange Commission (the “SEC”) to provide shareholders with important information concerning the Annual General Meeting of Shareholders (the “Shareholders’ Meeting”) to be held on June 30, 2025 at 10:00 am (CEST). The Shareholders’ Meeting will be held at 6 Rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.
The Company is attaching to this Form 6-K: (i) the convening notice and agenda for the Shareholders’ Meeting and (ii) a copy of the voting instructions form for the Shareholders’ Meeting to vote any shares.
Shareholders of record on May 22, 2025 may vote their shares and submit a voting instruction form by following the instructions provided with the voting instructions form sent to them on or about June 6, 2025.
Shareholders may submit questions in advance by contacting our investor relations department at contact@aunainvestors.com.
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Convening Notice to the AGM Shareholders' Meeting. |
| 99.2 | Voting Instructions Form for the AGM Shareholders' Meeting. |
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.
| Auna S.A. | |||||
| By: | /s/ Gisele Remy | ||||
| Name: | Gisele Remy | ||||
| Title: | Chief Financial Officer | ||||
Date: June 6, 2025
Exhibit 99.1
AUNA S.A.
Société anonyme
6, Rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B267590
(the Company)
Luxembourg, May 19, 2025
Convening notice to the annual general meeting of the shareholders of the Company
General nature of the business to be transacted: presentation and approval of the separate financial statements of the Company, the consolidated financial statements of the group of which the Company is the parent company and the other related financial documents for the 2024 financial year.
Dear Shareholder,
We write to you in your capacity as shareholder of the Company and we hereby kindly convene you to the annual general meeting of the shareholders of the Company (the Meeting) which will take place at 6, Rue Jean Monnet L-2180 Luxembourg, Grand Duchy of Luxembourg, on June 30, 2025, at 10.00 am CEST or at any earlier or later date that could be agreed by all the shareholders.
The Meeting will have the following agenda:
| 1. | Convening formalities; |
| 2. | Confirmation of share awards granted to independent directors, as approved by the board of directors of the Company (the Board), with the concerned directors having abstained from the decision in accordance with Article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended; |
| 3. | Presentation and approval of the management report of the Board for the financial year having ended on December 31, 2024 (the 2024 Financial Year) in respect of the consolidated financial statements of the group of which the Company is the parent company for the 2024 Financial Year (the 2024 Consolidated Financial Statements); |
| 4. | Presentation and approval of (i) the report of the statutory auditor ("réviseur d'entreprises agréé") of the Company (the Statutory Auditor) in respect of the separate annual accounts of the Company for the 2024 Financial Year (the 2024 Annual Accounts) and (ii) the report of the contractual auditor (the Contractual Auditor) in respect of the 2024 Consolidated Financial Statements; |
| 5. | Presentation and approval of the 2024 Annual Accounts and the 2024 Consolidated Financial Statements and allocation of the result of the 2024 Financial Year; |
| 6. | Discharge to the directors of the Company for the performance of their mandate for the 2024 Financial Year; |
| 7. | Discharge to the Statutory Auditor for the 2024 Financial Year; |
| 8. | Acknowledgment of the expiry of the terms of office of Guadalupe Phillips, as class A director, and Teresa Gutierrez, as class B director, and renewal of their respective mandates as directors of the Company; |
| 9. | Ratification of (i) the remunerations made to the directors of the Company and (ii) the compensations granted by the Compensation and Talent Committee of the Company and approved by the Board to certain directors of the Company; and |
| 10. | Miscellaneous. |
Any shareholder who holds one or more class A share(s) and/or class B share(s) of the Company on May 22, 2025 at 23.59 CEST (the “Record Date”) will be admitted to the Meeting and may attend and vote at the Meeting in person or vote online. All attendees will need to bring proof of share ownership as well as a valid photo ID to gain admission to the Meeting. Shareholders who have sold their shares between the Record Date and the date of the Meeting cannot attend the Meeting or vote online. In case of breach of such prohibition, criminal sanctions may apply.
Attached to this notice is a voting instruction form which you will need to complete in order to vote your shares. Voting instruction forms must be received by the tabulation agent at the return address indicated on the voting instruction forms cards no later than June 27, 2025 at 11.59 pm EST (NY).
The 2024 Annual Accounts, the 2024 Consolidated Financial Statements, the management report, the report of the Statutory Auditor, the report of the Contractual Auditor and any other material as required by the articles of association of the Company and article 461-6 of the Luxembourg law dated 10 August 1015 on commercial companies, as amended from time to time, will be available at the registered office of the Company at least 8 days before the Meeting for inspection by the shareholders of the Company. Copies of these documents may also be obtained free of charge upon request sent by email to contact@aunainvestors.com and carolina.brovelli@auna.org.
Yours faithfully,
AUNA S.A.
/s/ Jesus Antonio Zamora León
_________________________________
Name: Jesus Antonio Zamora León
Function: Director
Exhibit 99.2
The following proxy material for the meeting is available at www.ProxyVote.com: ANNUAL REPORT 1 - 800 - 454 - 8683 BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 06/30/25. AUNA S.A. AUNA S.A. Scan to view materials and vote via smartphone. U92087 11 Vote must be received by 06/29/2025 to be counted. 0123 4567 8202 1239
The following proxy material for the meeting is available at www.ProxyVote.com: ANNUAL REPORT 1 - 800 - 454 - 8683 BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T., SUITE 1300 BRENTWOOD, NY 11717 06/30/25. AUNA S.A. AUNA S.A. Scan to view materials and vote via smartphone. U92087 11 Vote must be received by 06/29/2025 to be counted. 0123 4567 8202 1239
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