UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to
Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of October 2024
Commission
File Number: 001-38836
BIOCERES CROP SOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo
210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover 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): ¨
Exhibit List
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.
| |
BIOCERES CROP SOLUTIONS CORP. |
| |
(Registrant) |
| |
|
| Dated: October 3, 2024 |
By: |
/s/ Federico Trucco |
| |
Name: |
Federico Trucco |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
www.biocerescrops.com
Ocampo 210 bis
Predio CCT Rosario
(2000) Rosario, Santa Fe, Argentina
T: +1 602 930 7022
E:
jose.roque@biocerescrops.com
October 3, 2024
Dear Shareholder,
You are cordially invited
to attend the 2024 Annual General Meeting (the “Annual General Meeting”) of Bioceres Crop Solutions Corp. (the “Company”)
to be held at 10:00 a.m. EDT on October 24, 2024 at the Company’s legal counsel’s office, 1290 Avenue of the
Americas, New York, NY 10104, and virtually according to the details below. Information concerning the matters to be considered and voted
upon at the Annual General Meeting is set out in the attached Convening Notice and Proxy Statement.
The Board of Directors has
fixed September 30, 2024 (5:00 p.m. Buenos Aires time, 4:00 p.m. EDT) as the record date for the Annual General Meeting
(the “Record Date”), and only holders of record of shares at such time will be entitled to notice of or to vote at the Annual
General Meeting or any adjournment thereof.
If you are unable to attend
the Annual General Meeting in person or virtually or you wish to be represented, please authorize a proxy to vote your shares in accordance
with the instructions you received. This will not prevent you from voting your shares in person or virtually if you subsequently choose
to attend our Annual General Meeting.
Please note that powers of
attorney or proxy cards must be received by the tabulation agent (Continental Stock), no later than 11:59 p.m. EDT, on October 23,
2024 for such votes to be taken into account.
On behalf of the Board of Directors, we thank you for your
continued support.
| |
Sincerely, |
| |
 |
| |
Federico Trucco |
| |
Chief Executive Officer |
www.biocerescrops.com
Ocampo 210 bis
Predio CCT Rosario
(2000) Rosario, Santa Fe, Argentina
T: +55 41 99931-2040
E:
jose.roque@biocerescrops.com
Convening Notice to
the 2024 Annual General Meeting
to be held on October 24, 2024 at 10:00
a.m. EDT at 1290 Avenue of the Americas, New York, NY 10104
October 3, 2024
Dear Shareholder,
The Board of Directors of Bioceres Crop Solutions
Corp. (the “Company”) is pleased to invite you to attend the 2024 Annual General Meeting (the “Annual General Meeting”),
to be held on October 24, 2024 at 10:00 a.m. EDT at 1290 Avenue of the Americas, New York, NY 10104 and virtually
according to the details below, with the following agenda:
Agenda of the 2024 Annual General Meeting
| 1. | Consider
the report of the Board of Directors of the Company and the report of the independent auditors
of the Company’s consolidated financial statements for the financial year ended June 30,
2024 and to approve the Company’s consolidated financial statements for the financial
year ended June 30, 2024. |
| 2. | Consider
and vote upon a proposal to appoint the following six directors to serve on the board of
directors of the Company until the 2025 annual general meeting of the Company or until their
respective successors are duly appointed and qualified: |
| ii. | Gloria
Montaron Estrada |
| 3. | Consider
and vote upon the ratification of appointment of Price Waterhouse & Co. S.R.L. as
the independent registered public accounting firm of the Company. |
The holders of a majority of the ordinary shares
being individuals present in person (which shall include virtual presence using one of the options provided) or by proxy or if
a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum for all purposes, including
adopting the resolutions at the Annual General Meeting.
Any shareholder who holds one or more ordinary
share(s) of the Company on September 30, 2024 at 5:00 p.m. Buenos Aires time, 4:00 p.m. EDT (the “Record Date”)
will be admitted to the Annual General Meeting and may attend the Annual General Meeting, as applicable, in person (which shall include
virtual presence using one of the options provided) or vote by proxy.
Please
consult the Proxy Statement enclosed herewith and available on the Company’s website as to the procedures for attending the Annual
General Meeting or to be represented by way of proxy. Copies of the Company’s consolidated financial statements for
the financial year ended June 30, 2024 together with the reports of the Board of Directors will be available at https://investors.biocerescrops.com/home/default.aspx.
Please note that powers of attorney or proxy cards must be received by the tabulation agent (Continental Stock), no later than 11:59
p.m. EDT, on October 23, 2024 in order for such votes to be taken into account.
| Sincerely, |
|
|
|
| Federico Trucco |
|
Chief Executive Officer
on
behalf of the Board of Directors |
|
BIOCERES CROP SOLUTIONS CORP.
PROXY STATEMENT
ANNUAL GENERAL MEETING
OCTOBER 24, 2024
GENERAL INFORMATION
This Proxy Statement is being
provided to solicit proxies on behalf of the Board of Directors of Bioceres Crop Solutions Corp. (the “Company,” or “we”)
for use at the 2024 Annual General Meeting (the “Annual General Meeting”) to be held on October 24, 2024, at 10:00
a.m. EDT at the Company’s legal counsel’s office, 1290 Avenue of the Americas, New York, NY 10104, and any adjournment
thereof. This Proxy Statement is available on our website at https://investors.biocerescrops.com/home/default.aspx which
will also post the Company’s consolidated financial statements for the financial year ended June 30, 2024 together with the
report of the Board of Directors.
This Proxy Statement, together
with the Convening Notice containing the agenda and the proxy card with reply envelope, are hereinafter referred to as the “Proxy
Materials”.
Foreign Private Issuer
We are a “foreign private
issuer” within the meaning of Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended, and as a result, we are not
required to mandatorily comply with U.S. federal proxy requirements.
Simultaneous Virtual and Telephone Access
You will be able, and we encourage you, to attend the Annual
General Meeting by telephone or virtually by webex.
You will be able to connect:
| (i) | Telephone
access (listen-only): |
| | | Within the U.S. and Canada: 1 800-450-7155 (toll-free) |
| | | Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
| | | |
| | | Passcode for telephone access: |
| | | 7365383# |
| (ii) | by
webex (video system or application) |
| | | https://www.cstproxy.com/biocerescrops/2024 |
| | | Control Number: will be supplied on the proxy card or you can contact Continental
to join the meeting. You will be able to vote through the virtual meeting. |
Record Date, Share Ownership and Quorum
Only holders of record of
the Company’s ordinary shares, par value US$0.0001 per share, at 5:00 p.m. Buenos Aires time, 4:00 p.m. EDT on September 30,
2024 (the “Record Date”) are entitled to attend and vote at the Annual General Meeting in respect of such ordinary shares.
The holders of a majority of the ordinary shares issued and outstanding being individuals present in person (which shall include virtual
presence using one of the options provided) or by proxy or if a corporation or other non-natural person by its duly authorized representative
or proxy shall be a quorum for all purposes.
Voting and Solicitation
Each ordinary share issued
and outstanding as of the Record Date is entitled to one vote at the Annual General Meeting. Each of the resolutions at the Annual General
Meeting will be adopted by an ordinary resolution under Cayman Islands law which is a resolution passed by a simple majority of the shareholders
who vote at the Annual General Meeting, either in person (which shall include virtual presence using one of the options provided) or
by proxy.
Copies of solicitation materials
will be furnished to all holders of ordinary shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding
in their names ordinary shares of the Company beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
When proxy forms are properly
dated, executed and returned by holders of ordinary shares to the mailing or e-mail address set forth in the proxy form before 11:59
p.m. EDT, on October 23, 2024 (the deadline for the return of such proxy forms), the ordinary shares they represent will be
voted by the proxy holder at the Annual General Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder.
If no specific instructions are given in such proxy forms, the proxy holder will vote in favor of the items set forth in the proxy form.
The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the Annual
General Meeting, or at any adjournment thereof. Where any holder of ordinary shares affirmatively abstains from voting on any particular
resolution, the votes attaching to such ordinary shares will not be included or counted in the determination of the number of ordinary
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).
Revocability of Proxies
Any proxy given by a holder
of ordinary shares by means of a proxy form pursuant to this solicitation may be revoked: (a) by submitting a written notice of
revocation or a fresh proxy form, bearing a later date, which must be received by Continental Stock, no later than 11:59 p.m. EDT,
on October 23, 2024 or (b) by attending the Annual General Meeting and voting in person (which shall include virtual presence
using one of the options provided).
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 1:
APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
At the Annual General Meeting,
the Board of Directors will present the management report on the Company’s consolidated financial statements, as well as the report
of the independent auditor of the Company’s consolidated financial statements for the financial year ended June 30, 2024.
The management report and the independent auditor’s report are available on the internet at https://investors.biocerescrops.com/home/default.aspx. Following
such presentation, the following resolutions will be put before the Annual General Meeting for approval:
“Resolved, as an ordinary
resolution, that after having reviewed the report of the Board of Directors of the Company and the report of the independent auditor
on the Company’s consolidated financial statements for the financial year ended June 30, 2024, the consolidated financial
statements of the Company for the financial year ended June 30, 2024 be approved in all respects in their entirety.”
Our Board of Directors
recommends a vote “FOR” the approval of the Company’s consolidated financial statements for the financial year ended
June 30, 2024.
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 2:
At the Annual General Meeting,
the shareholders will be asked to appoint six directors to the Board of Directors of the Company to serve until the 2025 annual general
meeting of the Company or until or until their respective successors are duly appointed and qualified.
The Board of Directors has
nominated Federico Trucco; Gloria Montaron Estrada; Enrique Lopez Lecube; Natalia Zang; Keith McGovern and Yogesh Mago to serve as directors
of the Company until the 2025 annual general meeting of the Company or until their respective successors are duly appointed and qualified.
“Resolved, as an ordinary
resolution, that the following persons be appointed as directors of the Company, each to hold office until the 2025 annual general meeting
of the Company or until their respective successors are duly appointed and qualified: (i) Federico Trucco; (ii) Gloria Montaron
Estrada; (iii) Enrique Lopez Lecube; (iv) Natalia Zang; (v) Keith
McGovern and (vi) Yogesh Mago.”
Our Board of Directors recommends a vote “FOR”
the election of each of the six director nominees to the Board of Directors.
PROPOSAL WITH RESPECT
TO AGENDA ITEM NO. 3:
RATIFICATION OF APPOINTMENT
OF PRICE WATERHOUSE & CO. S.R.L. AS
THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY
At the Annual General Meeting, the shareholders will be
asked to approve the following resolution:
“Resolved, as an ordinary
resolution, that the appointment of Price Waterhouse & Co. S.R.L. as the independent registered public accounting firm of the
Company for the period ending at the 2025 annual general meeting be approved in all respects.”
Our Board of Directors
recommends a vote “FOR” the appointment of Price Waterhouse & Co. S.R.L. as the independent registered public accounting
firm of the Company for the period ending at the 2025 annual general meeting.
SHAREHOLDER COMMUNICATIONS
Shareholders and interested parties may contact
any of the Company’s directors, the chair of any committee of the Board of Directors or any committee of the Board by writing them
as follows:
Bioceres Crop Solutions Corp.
Ocampo 210 bis
Predio CCT Rosario
(2000) Rosario, Santa Fe, Argentina
Attn: Company Secretary
Concerns relating to accounting, internal controls
or auditing matters should be communicated to the Company through the Company Secretary and will be handled in accordance with the procedures
established by the audit committee with respect to such matters.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual and special reports and other information
with the SEC.
The
Company’s SEC filings are also available to the public on the SEC’s internet website at www.sec.gov. In addition,
the Company’s SEC filings are also available to the public on the Company’s website, www.biocerescrops.com. Information contained
on the Company’s website is not incorporated by reference into this document, and you should not consider information contained
on that website as part of this document.
Important Notice Regarding the Availability
of Proxy Materials for the
Annual General Meeting to be held on October 24, 2024
Information is now available regarding the 2024
Annual General Meeting (the “Annual General Meeting”) at https://investors.biocerescrops.com/home/default.aspx.
YOUR VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS
URGES YOU TO VOTE BY
MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.
With respect to all of the
proposals and matters considered at the Annual General Meeting, shares held through a broker or other intermediary will not be voted
unless the beneficial holder notifies the broker or other intermediary through which the shares are held with instructions regarding
how to vote. We strongly encourage you to provide instructions to your broker or other intermediary to vote your shares and exercise
your right as a shareholder.
If
you wish to attend the Annual General Meeting in person (which shall include virtual presence using one of the options provided), you
must reserve your seat by October 20, 2024 by contacting José Augusto Roque at jose.roque@biocerescrops.com. However,
we encourage you using other methods of attendance than in person (which shall include virtual presence using one of the options provided),
such as attending virtually or telephonically or by proxy. Please note that there may be certain restrictions to access the premises
in person.
If you are a holder of record
of our ordinary shares as at the Record Date, you will be admitted to the meeting upon presenting a form of photo identification. If
you own ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the Annual General Meeting upon presenting
a form of photo identification and proof of share ownership as at the Record Date; in order to vote at the Annual General Meeting you
must bring a valid proxy signed by the record holder. A recent brokerage statement reflecting your ownership as at 5:00 p.m. Buenos
Aires time, 4:00 p.m. EDT on September 30, 2024 (the “Record Date”) or a letter from a bank or broker confirming
your ownership as at the Record Date are examples of proof of share ownership for purposes of admission to the Annual General Meeting.
If you are a holder of ordinary shares you will be entitled to vote at the Annual General Meeting or any adjournment thereof.
Regardless of whether or
not you plan to attend the Annual General Meeting, please follow the instructions you received to authorize a proxy to vote your shares
as soon as possible to ensure that your shares are represented at the Annual General Meeting. Any shareholder that decides to attend
the Annual General Meeting in person (which shall include virtual presence using one of the options provided) may, if so desired, revoke
the prior proxy by voting such person’s ordinary shares at the Annual General Meeting as further described in the Proxy Statement
under the heading “Revocability of Proxies”.
Argentina
October 3, 2024
Bioceres Crop Solutions (NASDAQ:BIOX)
Historical Stock Chart
From Oct 2024 to Nov 2024
Bioceres Crop Solutions (NASDAQ:BIOX)
Historical Stock Chart
From Nov 2023 to Nov 2024
