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 September 2024
Commission File Number: 001-40451
DLocal Limited
(Exact name of registrant as specified in its charter)
Dr. Luis Bonavita 1294
Montevideo
Uruguay 11300
+1 (424) 392-7437
(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 ☒ 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 ☒
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 ☒
TABLE OF CONTENT
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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DLocal Limited |
By: |
/s/ Eduardo Azar |
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Name: |
Eduardo Azar |
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Title: |
Chairman |
Date: September 10, 2024
DLOCAL LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held October 23, 2024
NOTICE IS HEREBY GIVEN that an annual general meeting of shareholders (the “AGM”) of DLocal Limited (the “Company” or “we”) will be held on October 23, 2024 at 10:00 a.m., Montevideo time, being 9:00 a.m., New York time. The AGM will be held virtually and at the offices of the Company located at Dr. Luis Bonavita 1294, Montevideo, Uruguay 11300.
You will be able to attend the AGM online by visiting http://meetnow.global/MW77PD2. You will also be able to vote your shares online by attending the AGM via this webcast. To participate in the AGM online, you will need to review the information included on the proxy card or in the instructions that accompanied your proxy materials.
The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:
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1. |
To resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2023, be approved and ratified; and |
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2. |
To resolve, as an ordinary resolution, that Mr. Hyman Bielsky shall be elected as director of the Company, following his appointment as interim director by the board of directors of the Company on November 27, 2023. |
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To resolve, as an ordinary resolution, that Ms. Veronica Raffo shall be elected as director of the Company, following his appointment as interim director by the board of directors of the Company on March 18, 2024. |
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Mr. Hyman Bielsky’s and Ms. Veronica Raffo’s profiles are included in the Schedule to this Notice.
The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.
Further details regarding the proposals are set out in the attached proxy statement (which proxy statement is hereby incorporated into this notice by reference). The board of directors of the Company (the “Board”) has fixed the close of business on August 29, 2024, New York time as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class A common shares and the Class B common shares of the Company as at the close of business on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof.
Please refer to the proxy card which is attached to and made a part of this notice. The proxy statement and the proxy card are also available for viewing on the Investor Relations section of our website at https://investor.dlocal.com/, at www.edocumentview.com/dlo and on the SEC’s website at https://www.sec.gov.
Your vote is important. If you do not plan to attend the AGM either in person or virtually then you are urged to complete, sign, date and return the accompanying proxy card to us, in accordance with the instructions set out therein, as promptly as possible and in any case by no later than 11:59 p.m., New York Time, on October 22, 2024 to ensure your representation at the AGM.
The Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 19, 2024 (the “Form 20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://investor.dlocal.com/, at www.edocumentview.com/dlo and on the SEC’s website at https://www.sec.gov, or by contacting the Company’s
Investor Relations Department by email at investor@dlocal.com. In addition to the other information included in the Form 20-F, you will find in the Form 20-F biographies for the incumbent members of the Board.
The Board recommends that shareholders of the Company vote “FOR” the resolutions at the AGM. Your vote is very important to the Company.
By order of the Board.
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/s/ Alberto Eduardo Azar |
Name: Alberto Eduardo Azar |
Title: Chairman |
Dated: September 10, 2024
Registered Office:
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
1A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.
2Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person.
3If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares.
4A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
5No business shall be transacted at the AGM unless a quorum is present. As set out in the articles of association of the Company, a quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote. No person shall be entitled to vote at the AGM unless he is registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other sums presently payable by him in respect of such shares have been paid.
Schedule
Hyman K. Bielsky has held a number of legal and operating leadership roles in both private and publicly-listed companies, bringing extensive experience to the company’s board of directors. Mr. Bielsky holds a law degree from the University of North Carolina, where he graduated with honors. Mr. Bielsky commenced his career with a major U.S. law firm. After seven years of private practice, Mr. Bielsky joined Safety-Kleen Corp, a Fortune 500, NYSE-listed company, where he rose to become its General Counsel, responsible for worldwide legal affairs. He ultimately became CEO and then Chairman of Safety-Kleen Europe, Ltd, after it was spun out of Safety-Kleen Corp.
Ms. Veronica Raffo has a distinguished track record of accomplishments as a partner in Ferrere, one of the top legal firms in Uruguay and the region. At Ferrere, she participates actively in its management and strategic leadership. She has more than 25 years of experience advising a stellar list of global clients, managing highly complex and sensitive cases with a focus on corporate issues, dispute negotiation, compliance audits and corporate governance. Ms. Raffo is also an authority in entrepreneurship and gender issues, both in Uruguay and internationally. She is the incoming gold Regional Chair Latin America of YPO (Young Presidents Organization) and she was one of the founders and the President of the Uruguayan Women Entrepreneurs Organization, OMEU. Each year since 2019 she has been recognized as Uruguay’s most highly reputed woman business leader, according to the Corporate Reputation Business Monitor (MERCO). She is an instructor in Board Management at the Graduate School of Business - EPN of Universidad ORT Uruguay. She is a licensed lawyer (Universidad de la República, Uruguay) and holds a diploma in American and International Law from The Center for American and International Law (United States).
DLOCAL LIMITED
Dr. Luis Bonavita 1294
Montevideo
Uruguay 11300
PROXY STATEMENT
General
The board of directors of dLocal Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the Company to be held on October 23, 2024 at 10:00 a.m., Montevideo time, being 9:00 a.m., New York time. The AGM will be held virtually and at the offices of the Company located at Dr. Luis Bonavita 1294, Montevideo, Uruguay 11300.
You will be able to attend the AGM online by visiting http://meetnow.global/MW77PD2 You will also be able to vote your shares online by attending the AGM via this webcast. To participate in the AGM, you will need to review the information included on the proxy card or in the instructions that accompanied your proxy materials.
On September 10, 2024, we published a notice of the AGM and our proxy materials on the Investor Relations section of the Company’s website at https://investor.dlocal.com/, at www.edocumentview.com/dlo and on the SEC’s website at https://www.sec.gov and mailed to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our AGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith.
Record Date, Share Ownership and Quorum
Only the holders of record of Class A common shares and Class B common shares (together, the “Common Shares”) of the Company as at the close of business on August 29, 2024, New York time (the “Record Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No person shall be entitled to vote at the AGM unless they are registered as a shareholder of the Company on the Record Date.
As of the close of business on the Record Date, 284,817,636 Common Shares were issued and outstanding, including 150,763,444 Class A common shares and 134,054,192 Class B common shares. One or more shareholders holding not less than one-third in aggregate of the voting power of all Common Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, constitutes a quorum of the shareholders.
Voting and Solicitation
Each Class A common share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the AGM. Each Class B common share issued and outstanding as of the close of business on the Record Date is entitled to five votes at the AGM. The resolutions to be put to the vote at the AGM will each be approved by an ordinary resolution (i.e. a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM).
Voting by Holders of Common Shares
Common Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).
Attending the Meeting Virtually
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast 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., Eastern Time, on October 18, 2024.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us 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
DLocal Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
United States
Proxies submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., New York time, on October 22, 2024 to ensure your representation at our AGM.
The manner in which your Common Shares may be voted depends on how your Common Shares are held. If you own Common Shares of record, meaning that your Common Shares are represented by book entries in your name so that you appear as a shareholder on the records of Computershare Inc. (“Computershare”) (i.e., you are a registered shareholder), our stock transfer agent, the Notice of the AGM will be e-mailed to you by Computershare indicating that this proxy statement, the notice of AGM and the proxy card are available on our website. You may provide voting instructions by returning a proxy card. You also may attend the AGM and vote in person. If you own Common Shares of record and you do not vote by proxy or at the AGM, your Common Shares will not be voted.
If you own Common Shares in street name (i.e., you are a street shareholder), meaning that your Common Shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of Common Shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the Common Shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own
Common Shares in street name and attend the AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your Common Shares in order to vote your Common Shares at the AGM by presenting your voting information card.
Revocability of Proxies
Registered shareholders may revoke their proxy or change voting instructions before Common Shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations department (investor@dlocal.com), or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the Common Shares or by obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning to attend our AGM in person to ensure your representation at our AGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than 11:59 p.m., New York time, on October 22, 2024.
PROPOSAL 1:
RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
The Company seeks shareholder approval and ratification of the Company’s 2023 audited consolidated financial statements (the “Audited Accounts”), which have been prepared in accordance with International Financial Reporting Standards, in respect of the fiscal year ended December 31, 2023. A copy of the Company’s Audited Accounts is included in the Company’s 2023 annual report on Form 20-F which is available on the Company’s website at https://investor.dlocal.com/, at www.edocumentview.com/dlo and on the SEC’s website at https://www.sec.gov.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023.
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, along with a copy of this proxy statement, can be accessed, free of charge, on the Investor Relations section of the Company’s website at https://investor.dlocal.com/, at www.edocumentview.com/dlo and on the SEC’s website at https://www.sec.gov.
PROPOSAL 2:
ELECTION OF MR. HYMAN BIELSKY AS DIRECTOR OF THE COMPANY
Pursuant to Article 21.4 of the Company’s Second Amended and Restated Memorandum and Articles of Association (“Articles”), following his appointment as an interim director by the board of directors of the Company on November 27, 2023, the Company seeks shareholders’ approval for the election of Mr. Hyman Bielsky, to serve as a director of the Company in accordance with the Company’s Articles.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner
specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF MR. HYMAN BIELSKY AS DIRECTOR OF THE COMPANY.
PROPOSAL 2:
ELECTION OF MS. VERONICA RAFFO AS DIRECTOR OF THE COMPANY
Pursuant to Article 21.4 of the Company’s Second Amended and Restated Memorandum and Articles of Association (“Articles”), following his appointment as an interim director by the board of directors of the Company on March 18, 2024, the Company seeks shareholders’ approval for the election of Ms. Veronica Raffo, to serve as a director of the Company in accordance with the Company’s Articles.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF MS. VERONICA RAFFO AS DIRECTOR OF THE COMPANY.
OTHER MATTERS
We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent as the Board may recommend.
By order of the Board.
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/s/ Alberto Eduardo Azar |
Name: Alberto Eduardo Azar |
Title: Chairman |
Dated: September 10, 2024
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