Grupo Aeroportuario del Pacífico, 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 22, 2022, 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, GAP
invites its shareholders to the General Ordinary and General
Extraordinary Shareholders’ Meeting on April 22, 2022 at 12:00 and
2:00 pm, respectively, in Salon Midtown Ballroom 3, 3rd floor of
the Hilton Hotel, located at Av. López Mateos 2405-300, Col. Italia
Providencia , Guadalajara, Jalisco, Mexico, to discuss the
following:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETING AGENDA
I. 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, 2021, 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 for the fiscal year ended December 31,
2021, under both standards, as well as the 2021 Sustainability
Report.
- Board of Directors’ opinion 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, 2021, 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 the 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, 2020, and an instruction to Company officials to comply with
tax obligations corresponding to the fiscal year from January 1 and
ended December 31, 2021, in accordance with Article 26, Section III
of the Mexican Fiscal Code.
II. As a result of the reports in item I above,
ratification of the actions of our Board of Directors and officers
and release from further obligations in the fulfillment of their
duties.III. Presentation, discussion and submission for approval of
the Company’s financial statements for the fiscal year from January
1 to December 31, 2021, 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 our operations that took place during the fiscal year from
January 1 to December 31, 2021; and approval of the external
auditor’s report regarding both aforementioned financial
statements.IV. Proposal to approve from the Company’s net income
for the fiscal year ended December 31, 2021, reported in its
unconsolidated financial statements, presented in agenda item III
above and audited in accordance with MFRS, which was Ps.
5,811,099,785.00 (FIVE BILLION EIGHT HUNDRED ELEVEN MILLION
NINETY-NINE THOUSAND SEVEN HUNDRED EIGHTY-FIVE PESOS 00/100 M.N.),
the allocation of the entire amount towards increasing the
Company’s retained earnings account, without separating an amount
for the Company’s legal reserves, given that the account currently
represents more than 20% of the historical common stock of the
Company, thereby meeting the requirement established in Article 20
of the Mexican General Corporations Law. In addition, proposal to
cancel from the Company’s current legal reserves such amount
exceeding 20% of the historical common stock of the Company, in
accordance with the requirements established in Articles 20 and 21
of the Mexican General Corporations Law and allocating said excess
amount to the Company’s retained earnings account.V. Presentation,
discussion and submission for approval that from the retained
earnings account pending application which amounts to a total of
Ps. 10,529,179,720.00 (TEN BILLION FIVE HUNDRED TWENTY-NINE MILLION
ONE HUNDRED AND SEVENTY-NINE THOUSAND SEVEN HUNDRED AND TWENTY
PESOS 00/100 M.N.), a dividend be declared equal to $14.40
(FOURTEEN PESOS 40/100 M.N.) pesos per share, to be paid to the
holders of each share outstanding on the payment date, excluding
any shares repurchased by the Company in accordance with Article 56
of the Mexican Securities Market Law; any amounts of retained
earnings pending application remaining after the payment of such
dividend will remain in the retained earnings account pending
application. The dividend will be payable in one or more
installments within 12 (twelve) months after April 22, 2022.VI.
Cancellation of any amounts outstanding, as of the date of the
General Ordinary Shareholders’ Meeting, under the Share Repurchase
Program approved at the General Ordinary Shareholders’ Meetings
that took place on April 27, 2021 and September 14, 2021, and
proposal to approve Ps. 2,000,000,000.00 (TWO BILLION 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 22, 2022, in
accordance with Article 56, Section IV of the Mexican Securities
Market Law.VII. The report regarding the designation or
ratification of the four members of the Board of Directors and
their respective alternates appointed by the Series BB
shareholders.VIII. Ratification and/or designation of the persons
that will serve as members 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 common stock.IX. 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 and
certification of independence.
a) Ratification of
Carlos Cárdenas Guzmánb) Ratification of Ángel Losada Morenoc)
Ratification of Joaquín Vargas Guajardod) Ratification of Juan
Diez-Canedo Ruíze) Ratification of Álvaro Fernández Garzaf)
Ratification of Luis Tellez Kuenzlerg) Designation of Alejandra
Palacios Prieto
X. 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.XI. Ratification of the
compensation paid to the members of the Company’s Board of
Directors during the 2021 fiscal year and determination of the
compensation to be paid in 2022.XII. 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.XIII. Ratification and/or designation of
the President of the Audit and Corporate Practices Committee.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.XV. Presentation of our Public Objectives for
environmental, social responsibility and corporate governance of
the Company for the year 2030.XVI. Appointment and designation of
special delegates to appear before a public notary and present 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 AGENDA
I. Discussion and submission for approval of an increase in the
Company's Common Stock, through the capitalization of the
"Restatement effect of Common Stock" account, as recorded in the
Company's unconsolidated financial statements as of December 31,
2021, in the amount of Ps. 8,027,154,754.00 (EIGHT BILLION
TWENTY-SEVEN MILLION ONE HUNDRED AND FIFTY-FOUR THOUSAND SEVEN
HUNDRED AND FIFTY-FOUR PESOS 00/100 M.N.).
II. Proposal to approve the cancellation the Company’s shares
that have been repurchased and are, as of the date of the
Extraordinary Shareholders’ Meeting, held in the Company’s
treasury.
III. Perform all corporate legal formalities required, including
the amendment of Article 6 of the Company’s by-laws, derived from
the adoption of resolutions at this shareholders’ meeting.
IV. Appointment and designation of special delegates to appear
before a public notary and present 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.
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 common 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 agendas, 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 DescriptionGrupo
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 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 |
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