GRUPO AEROPORTUARIO DEL PACIFICO ANNOUNCES ANNUAL GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
GUADALAJARA, Mexico, March 11, 2020 (GLOBE NEWSWIRE)
-- Grupo Aeroportuario del Pacifico, S.A.B. de C.V., (NYSE: PAC; BMV: GAP)
(“the Company” or “GAP”) announced the following:
Pursuant to a resolution adopted by our board of directors on February 19, 2020, and in accordance with Articles 180, 181, 182 and other applicable articles of the Mexican General Corporations Law and Article 35 of the Company’s by-laws, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. invites its shareholders to the General Ordinary and General Extraordinary Shareholders’ Meeting on April 28, 2020 at 12:00 and 1:30 pm, respectively, in Salon Oceania I of the Hotel Hilton, located at Av. de las Rosas 2933, Col. Rinconada del Bosque, Guadalajara, Jalisco, Mexico, to discuss the following:
ANNUAL GENERAL
ORDINARY SHAREHOLDERS’ MEETING
MEETING
AGENDA
- In compliance with Article 28,
Section IV of the Mexican Securities Market Law, the following will be
presented and, if applicable, submitted for approval:
- The Chief Executive Officer’s report regarding the results
of operations for the fiscal year ended December 31, 2019, in accordance
with Article 44, Section XI of the Mexican Securities Market Law and
Article 172 of the Mexican General Corporations Law, together with the
external auditor’s report, with respect to the Company on an
unconsolidated basis in accordance with Mexican Financial Reporting
Standards (“MFRS”), as well as with respect to the Company and its
subsidiaries on a consolidated basis in accordance with International
Financial Reporting Standards (“IFRS”), each based on the Company’s
most recent financial statements under both standards, as well as the 2019
Sustainability Report.
- Board of directors’ comments to
the Chief Executive Officer’s report.
- Board of
directors’ report in accordance with Article 172, clause b, of the
Mexican General Corporations Law, regarding the Company’s main accounting
policies and criteria, as well as the information used to prepare the
Company’s financial statements.
- Report on transactions
and activities undertaken by the Company’s board of directors during the
fiscal year ended December 31, 2019, pursuant to the Mexican Securities
Market Law.
- The annual report on the activities undertaken
by the Audit and Corporate Practices Committee in accordance with Article
43 of the Mexican Securities Market Law, as well as ratification of the
actions of the various committees, and release from further obligations.
- Report on the Company’s compliance with tax obligations for
the fiscal year from January 1 to December 31, 2018, and instruction to
Company officials to comply with tax obligations corresponding to the
fiscal year from January 1 and ended December 31, 2019, in accordance with
Article 26, Section III of the Mexican Fiscal Code.
- The Chief Executive Officer’s report regarding the results
of operations for the fiscal year ended December 31, 2019, in accordance
with Article 44, Section XI of the Mexican Securities Market Law and
Article 172 of the Mexican General Corporations Law, together with the
external auditor’s report, with respect to the Company on an
unconsolidated basis in accordance with Mexican Financial Reporting
Standards (“MFRS”), as well as with respect to the Company and its
subsidiaries on a consolidated basis in accordance with International
Financial Reporting Standards (“IFRS”), each based on the Company’s
most recent financial statements under both standards, as well as the 2019
Sustainability Report.
- As a result of the reports in item I above, ratification of the
actions by our board of directors and officers and release from further
obligations in the fulfillment of their duties.
- Presentation, discussion and submission for approval of the
Company’s financial statements on an unconsolidated basis in accordance
with MFRS for purposes of calculating legal reserves, net income, fiscal
effects related to dividend payments and capital reduction, as applicable,
and approval of the financial statements of the Company and its
subsidiaries on a consolidated basis in accordance with IFRS for their
publication to financial markets, with respect to operations that took
place during the fiscal year from January 1 to December 31, 2019; and
approval of the external auditor’s report regarding the aforementioned
financial statements.
- Proposal to approve from the
Company’s net income for the fiscal year ended December 31, 2019,
reported in its unconsolidated financial statements in accordance with MFRS
presented in agenda item III above, which was Ps. 5,247,808,596.00 (FIVE
BILLION, TWO HUNDRED AND FORTY-SEVEN MILLION, EIGHT HUNDRED AND EIGHT
THOUSAND, AND FIVE HUNDRED AND NINETY-SIX PESOS 00/100 M.N., the allocation
of this amount towards increasing the Company’s legal reserves.
- Presentation, discussion, and submission for approval of the
allocation from the account for net income pending allocation, of an amount
equal to Ps. 5,260,297,942.00 (FIVE BILLION, TWO HUNDRED AND SIXTY MILLION,
TWO HUNDRED NINETY SEVEN THOUSAND, AND NINE HUNDRED AND FORTY-TWO PESOS
00/100 M.N.), for declaring a dividend equal to Ps. 5.14 (FIVE PESOS 14/100
M.N.S) per share, to be distributed to each share outstanding as of the
payment date, excluding any shares repurchased by the Company. The dividend
will be paid in the following manner:
- Ps. 2.57 (TWO PESOS 57/100 M.N.) per share as of the payment date, to be distributed before August 31, 2020; and
- Ps.
2.57 (TWO PESOS 57/100 M.N.) per share as of the payment date, to be
distributed before December 31, 2020.
- Cancellation of any amounts outstanding under the share repurchase
program approved at the General Ordinary Shareholders’ Meeting that took
place on April 23, 2019 for Ps. 1,550,000,000.00 (ONE BILLION, FIVE HUNDRED
AND FIFTY MILLION PESOS 00/100 M.N.) and approval of Ps. 1,550,000,000.00
(ONE BILLION, FIVE HUNDRED AND FIFTY MILLION PESOS 00/100 M.N.) as the
maximum amount to be allocated toward the repurchase of the Company’s
shares or credit instruments that represent such shares for the 12-month
period following April 28, 2020, in accordance with Article 56, Section IV
of the Mexican Securities Market Law.
- The report regarding
the designation or ratification of the four members of the board of
directors and their respective alternates named by the Series BB
shareholders.
- Ratification and/or designation of the
person(s) that will serve as member(s) of the Company’s board of
directors, as designated by any holder or group of holders of Series B
shares that owns, individually or collectively, 10% or more of the
Company’s capital stock.
- Ratification and/or designation
of the persons that will serve as members of the Company’s board of
directors, as designated by the Series B shareholders.
- Ratification and/or designation of the Chairman of the
Company’s board of directors, in accordance with Article 16 of the
Company’s by-laws.
- Ratification of the compensation paid
to the members of the Company’s board of directors during the 2019 fiscal
year and determination of the compensation to be paid in 2020.
- Ratification and/or designation of the member of our board of
directors designated by the Series B shareholders to serve as a member of
the Company’s Nominations and Compensation Committee, in accordance with
Article 28 of the Company’s bylaws.
- Ratification and/or
designation of the President of the Audit and Corporate Practices
Committee.
- The report concerning compliance with Article 29
of the Company’s bylaws regarding acquisitions of goods or services or
contracting of projects or asset sales that are equal to or greater than
US$ 3,000,000.00 (THREE MILLION U.S. DOLLARS), or its equivalent in Mexican
pesos or other legal tender in circulation outside Mexico, or, if
applicable, regarding transactions with relevant shareholders.
- Appointment and designation of special delegates to present to a notary public the resolutions adopted at this meeting for formalization. Adoption of the resolutions deemed necessary or convenient in order to fulfill the decisions adopted in relation to the preceding agenda items.
EXTRAORDINARY
SHAREHOLDERS’ MEETING
MEETING AGENDA
- Proposal to reduce the Company’s shareholders’
equity by a total amount of Ps. 2,002,442,834.00 (TWO BILLION, TWO MILLION,
FOUR HUNDRED AND FORTY-TWO THOUSAND, EIGHT HUNDRED AND THIRTY FOUR PESOS
00/100 M.N.) and, consequently, pay Ps. 3.81 (THREE PESOS 81/100 M.N.) per
outstanding share, and if approved, amend Article 6 of the Company’s
by-laws, to be payable before December 31, 2020.
- Appointment and designation of special delegates to present to a notary public the resolutions adopted at this meeting for formalization. Adoption of the resolutions deemed necessary or convenient in order to fulfill the decisions adopted in relation to the preceding agenda point.
Shareholders are reminded that in accordance with Article 36 of the Company’s by-laws, only those shareholders registered in the Company’s share registry as holders of one or more of the Company’s shares will be admitted into the shareholders’ meetings, and they will be admitted only if they have obtained an admission card. The share registry will close three (3) business days prior to the date of this meeting.
In order to attend the meeting, at least one (1) business day prior to the meeting: (i) shareholders must deposit with the Company their stock certificates, shares or a receipt of deposit of shares from S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”) or from a local or foreign financial institution, and (ii) brokerage firms and other depositors at Indeval should present a listing containing the name, address, nationality and number of shares of the shareholders they will represent at the meeting. In exchange for these documents, the Company will issue, in accordance with the Company’s bylaws, an admission card and/or the forms required under Article 49, Section III of the Mexican Securities Market Law in order to be represented. In order to attend the meeting, shareholders must present the admission card and/or the corresponding form.
Shares deposited in order to gain admittance to these meetings will only be returned, via a voucher that will have been given to the shareholder or his/her representative.
Shareholders may be represented by proxy at the meetings by any person designated by a power of attorney signed before two witnesses or as otherwise authorized by law. However, with respect to the Company’s capital stock traded on a stock exchange, the proxy or proxies may only verify their identities via Company forms. These will be available to all shareholders, including any stockbrokers, during the time period specified in Article 173 of the Mexican General Corporations Law.
Following the publication of this announcement, all shareholders and their legal representatives will have free and immediate access to all information and documents related to each of the topics included in the meeting agenda, as well as all proxy forms that must be presented by persons representing shareholders. These documents will be available at the Company’s offices located at Av. Mariano Otero #1249-B, 6th Floor, Col. Rinconada del Bosque, Guadalajara, Jalisco 44530 or at Arquímedes #19, 4th Floor, Col. Bosque de Chapultepec, C.P. 11580, Alcaldía Miguel Hidalgo, Mexico City, Mexico 11580.
Shareholders are invited to contact the Company should they have need for any additional information.
Company
Description
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (GAP) operates 12 airports throughout Mexico’s Pacific region, including the major cities of Guadalajara and Tijuana, the four tourist destinations of Puerto Vallarta, Los Cabos, La Paz and Manzanillo, and six other mid-sized cities: Hermosillo, Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis. In February 2006, GAP’s shares were listed on the New York Stock Exchange under the ticker symbol “PAC” and on the Mexican Stock Exchange under the ticker symbol “GAP”. In April 2015, GAP acquired 100% of Desarrollo de Concesiones Aeroportuarias, S.L., which owns a majority stake in MBJ Airports Limited, a company operating Sangster International Airport in Montego Bay, Jamaica. In October 2018, GAP entered into a concession agreement for the operation of the Norman Manley International Airport in Kingston, Jamaica. In October 2018, GAP entered into a concession agreement for the operation of the Norman Manley International Airport in Kingston, Jamaica and took control of the operation in October 2019.
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
In accordance with Section 806 of the Sarbanes-Oxley Act of 2002 and article 42 of the “Ley del Mercado de Valores”, GAP has implemented a “whistleblower” program, which allows complainants to anonymously and confidentially report suspected activities that may involve criminal conduct or violations. The telephone number in Mexico, facilitated by a third party that is in charge of collecting these complaints, is 01 800 563 00 47. The web site is www.lineadedenuncia.com/gap. GAP’s Audit Committee will be notified of all complaints for immediate investigation.
IR Contacts: | |
Saúl Villarreal, Chief Financial and Administrative Officer | svillarreal@aeropuertosgap.com.mx |
Alejandra Soto, IR and Financial Planning Manager | asoto@aeropuertosgap.com.mx |
Gisela Murillo, Investor Relations | gmurillo@aeropuertosgap.com.mx / +523338801100 ext.20294 |
Maria Barona, i-advize Corporate Communications | mbarona@i-advize.com |