Grupo Aeroportuario del Pacifico, S.A.B. de C.V., (NYSE: PAC; BMV:
GAP) (“the Company” or “GAP”) announces the resolutions adopted at
the Annual General Ordinary and Extraordinary Shareholders’ Meeting
on April 23, 2019 to be the following:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETING MEETING AGENDA
I. In accordance with Article 28, Section IV of
Mexican Securities Market Law, the following was approved:
- The Chief Executive Officer’s report regarding the results of
operations for the fiscal year ended December 31, 2018, 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.
- The Board of Directors’ comments to the Chief Executive
Officer’s report.
- The 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.
- The Report on transactions and activities undertaken by our
Board of Directors during the fiscal year ended December 31, 2018,
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.
- The report on the Company’s compliance with tax obligations for
the fiscal year ended December 31, 2017, and instruction to Company
officials to comply with tax obligations corresponding to the
fiscal year ended December 31, 2018, in accordance with Article 26,
Section III of the Mexican Fiscal Code.
II. APPROVAL for the ratification of the actions
by our Board of Directors and officers and release from further
obligations in the fulfillment of their duties as approved by the
governing bodies.
III. APPROVAL of the Company’s financial
statements, on an unconsolidated basis, in accordance with MFRS
(Mexican NIF) 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 the financial
markets, with respect to operations during the fiscal year ended
December 31, 2018 fiscal period; and approval of the external
auditor’s report regarding the aforementioned financial
statements.
IV. APPROVAL of the Company’s net income for the
fiscal year ended December 31, 2018, reported in its unconsolidated
financial statements in accordance with MFRS presented in agenda
item III above, which was Ps. 4,936,818,189.00 (FOUR BILLION, NINE
HUNDRED AND THIRTY SIX MILLION, EIGHT HUNDRED AND EIGHTEEN
THOUSAND, AND ONE HUNDRED AND EIGHTY-NINE PESOS 00/100 M.N., the
allocation of 5% (FIVE PERCENT) of this amount, or Ps.
246,840,909.00 (TWO HUNDRED AND FORTY-SIX MILLION, EIGHT HUNDRED
FORTY THOUSAND AND NINE HUNDRED AND NINE PESOS 00/100 M.N.),
towards increasing the Company’s legal reserves, with the remaining
balance of Ps. 4,689,977,280.00 (FOUR BILLION, SIX HUNDRED AND
EIGHTY-NINE MILLION, NINE HUNDRED SEVENTY-SEVEN THOUSAND AND TWO
HUNDRED AND EIGHTY PESOS 00/100 M.N. to be allocated to the account
for net income pending allocation.
V. APPROVAL of the allocation from the account
for net income pending allocation, of an amount equal to Ps.
4,737,835,452.00 (FOUR BILLION, SEVEN HUNDRED AND THIRTY-SEVEN
MILLION, EIGHT HUNDRED THIRTY-FIVE THOUSAND, AND FOUR HUNDRED AND
FIFTY-TWO PESOS 00/100 M.N.), for declaring a dividend equal to Ps.
8.42 (EIGHT PESOS AND FORTY TWO CENTS) per share, to be distributed
to each share outstanding as of the payment date, excluding any
shares repurchased by the Company as of each payment date in
accordance with Article 56 of the Mexican Securities Market Law;
any remaining amounts of net income pending of allocation after the
payment of such dividend will remain in the account for net income
pending of allocation. The dividend will be paid in the following
manner:
i) Ps. 4.21 (FOUR PESOS 21/100 M.N.) per share as of the
payment date, to be distributed before August 31, 2019; and ii) Ps.
4.21 (FOUR PESOS 21/100 M.N.) per share as of the payment date, to
be distributed before December 31, 2019.
VI. APPROVAL for the cancellation of any amounts
outstanding under the share repurchase program approved at the
Annual General Ordinary Shareholders’ Meeting that took place on
April 25, 2018 for Ps. 1,250,000,000.00 (ONE BILLION, TWO 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 towards the
repurchase of the Company’s shares or credit instruments that
represent such shares for the 12-month period following April 23,
2019, in accordance with Article 56, Section IV of the Mexican
Securities Market Law.
VII. RATIFICATION of the four members of the
Board of Directors and their respective alternates named by the
Series “BB” shareholders as follows:
Proprietary |
Alternate |
Laura Díez Barroso Azcárraga |
Carlos Laviada Ocejo |
Juan Gallardo Thurlow |
Alejandro Cortina Gallardo |
Eduardo Sánchez Navarro Redo |
Carlos Alberto Rohm Campos |
María José Cuenda Chamorro |
Juan José Álvarez Gallego |
VIII. APPOINTMENT of Mr. Alfredo de Jesús
Casar Pérez by Infraestructura y Transportes México, S.A. de C.V.,
as member to the Board of Directors, in accordance with the
corresponding legal guidelines.
IX. RATIFICATION of Mr. Carlos
Cárdenas Guzmán, Mr. Joaquín Vargas Guajardo, Mr. Ángel
Losada Moreno, Mr. Álvaro Fernández Garza, Mr. Juan
Díez-Canedo Ruiz, and Mr. Luis Tellez Kuenzler, as members of the
Board of Directors, designated by the Series “B” shareholders.
As of this date, the Board of Directors will be
comprised of the following:
Proprietary |
Alternate |
Laura Díez Barroso Azcárraga |
Carlos Laviada Ocejo |
Juan Gallardo Thurlow |
Alejandro Cortina Gallardo |
Eduardo Sánchez Navarro Redo |
Carlos Alberto Rohm Campos |
María José Cuenda Chamorro |
Juan José Álvarez Gallego |
Carlos Cárdenas Guzmán |
Not applicable |
Joaquín Vargas Guajardo |
Not applicable |
Álvaro Fernández Garza |
Not applicable |
Juan Díez-Canedo Ruiz |
Not applicable |
Ángel Losada Moreno |
Not applicable |
Luis Tellez Kuenzler |
Not applicable |
Alfredo de Jesús Casar Perez |
Not applicable |
X. APPOINTMENT of Ms. Laura Díez Barroso
Azcárraga as Chairwoman of the the Company’s Board of Directors,
and the ratification of Mr. Carlos Laviada Ocejo as Alternate, in
accordance with Article 16 of the Company’s bylaws.
XI. APPROVAL of (i) the compensation paid to the
members of the Company’s Board of Directors during the 2018 fiscal
year and (ii) the proposal to keep the amounts for fees and
payments for the Company’s Board of Directors unchanged for the
2019 fiscal year, compared to those paid in 2018; with a payment of
100% for “assistance”.
XII. RATIFICATION of Mr. Álvaro Fernández Garza,
as member of the 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.
XIII. RATIFICATION of Mr. Carlos Cárdenas Guzmán
as President of the Audit and Corporate Practices Committee.
The Audit and Corporate Practices Committee will
be comprised of the following:
CARLOS CÁRDENAS GUZMÁN, CHAIRMANÁNGEL LOSADA
MORENO, MEMBERJUAN DÍEZ-CANEDO RUIZ, MEMBER
XIV. 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.
EXTRAORDINARY SHAREHOLDERS’
MEETINGAPRIL 23, 2019MEETING
AGENDA
I. Approval to reduce the Company’s shareholders’
equity by a total amount of Ps. 1,592,493,907.41 (ONE BILLION, FIVE
HUNDRED AND NINETY-TWO MILLION, FOUR HUNDRED AND NINETY-THREE
THOUSAND, NINE HUNDRED AND SEVEN PESOS 41/100 M.N.) and,
consequently, pay Ps. 3.03 (THREE PESOS AND THREE CENTS) per
outstanding share, and, if the amendment is approved, the
modification of Article 6 of the Company’s bylaws.
As per the aforementioned, the amendment of the
first paragraph of Article 6 of the Company’s bylaws is
approved.
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.
This press release may contain forward-looking
statements. These statements 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
conditions, 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 01-800-563-0047. The web site is
http://www.lineadedenuncia.com/gap. GAP’s Audit Committee will be
notified of all complaints for immediate investigation.
Contactos
RI: |
|
Saúl Villarreal, Director
de Administración y Finanzas |
svillarreal@aeropuertosgap.com.mx |
Alejandra Soto, Gerente
Planeación Financiera y RI |
asoto@aeropuertosgap.com.mx |
Gisela Murillo, Relación
con Inversionistas |
gmurillo@aeropuertosgap.com.mx / +52-33-3880-1100
ext.20294 |
Maria Barona,
i-advize Corporate Communications |
mbarona@i-advize.com |
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