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 20, 2019, 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 Pacifico, S.A.B. de C.V. invites its shareholders
to the annual General Ordinary and General Extraordinary
Shareholders’ Meeting on April 23, 2019 at 12:00 and 1:00 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, 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.
- 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, 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.
- Report on the Company’s compliance
with tax obligations for the fiscal year from January 1 and ended
December 31, 2017, and instruction to Company officials to comply
with tax obligations corresponding to the fiscal year from January
1 and ended December 31, 2018, in accordance with Article 26,
Section III of the Mexican Fiscal Code.
II. |
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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. |
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III. |
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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 and ended
December 31, 2018; and approval of the external auditor’s report
regarding the aforementioned financial statements. |
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IV. |
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Proposal to approve from
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. |
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V. |
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Presentation, discussion,
and submission for 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 amounts of net income pending allocation remaining after the
payment of such dividend will remain in the account for net income
pending allocation. The dividend will be paid in the following
manner: |
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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. |
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VI. |
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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 toward 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. |
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VII. |
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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. |
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VIII. |
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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. |
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IX. |
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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. |
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X. |
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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. |
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XI. |
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Ratification of the
compensation paid to the members of the Company’s board of
directors during the 2018 fiscal year and determination of the
compensation to be paid in 2019. |
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XII. |
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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. |
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XIII. |
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Ratification and/or
designation of the President of the Audit and Corporate Practices
Committee. |
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XIV. |
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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. |
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XV. |
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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’
MEETINGMEETING AGENDA
- Proposal 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 approved, amend Article 6 of the Company’s by-laws.
- 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 points.
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 of
MBJ Airports Limited, a company operating the 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.
IR Contacts: Saúl Villarreal, Chief Financial
and Administrative Officer
svillarreal@aeropuertosgap.com.mxAlejandra Soto, Financial Planning
and IR
Manager
asoto@aeropuertosgap.com.mx
Maria Barona, i-advize Corporate
Communications
mbarona@i-advize.com
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