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 26, 2024, 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 25, 2024 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’
MEETINGMEETING 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:
a. The Chief Executive Officer’s report
regarding the results of operations for the fiscal year ended
December 31, 2023, 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
2023 Sustainability Report.
b. Board of directors’ opinion to the Chief
Executive Officer’s report.
c. 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.
d. Report on transactions and activities
undertaken by the Company’s board of directors during the fiscal
year ended December 31, 2023, pursuant to the Mexican Securities
Market Law.
e. 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.
f. Report on the Company’s compliance with tax
obligations for the fiscal year from January 1 to December 31,
2022, and an instruction to Company officials to comply with tax
obligations corresponding to the fiscal year from January 1 and
ended December 31, 2023, 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, 2023, 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. 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, 2023, 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, 2023, reported in its
unconsolidated financial statements, presented in agenda item III
above and audited in accordance with MFRS, the allocation of 5%
(FIVE PERCENT) towards increasing the Company’s legal reserves, in
accordance with Article 20 of the Mexican General Law of Commercial
Corporations, with the remaining balance to be allocated to the
account for net income pending allocation.
V. Cancellation of any amounts outstanding under
the share repurchase program approved at the Annual General
Ordinary Shareholders’ Meeting that took place on April 13, 2023,
which amounts to Ps. 2,500,000,000.00 (TWO BILLION FIVE HUNDRED
MILLION PESOS 00/100 M.N.). In addition to the approval of Ps.
2,500,000,000.00 (TWO BILLION FIVE HUNDRED 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 25, 2024, in
accordance with Article 56, Section IV of the Mexican Securities
Market Law.
VI. 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.
VII. 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.
VIII. 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.
IX. 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.
X. Ratification of the compensation paid to the
members of the Company’s board of directors during the 2023 fiscal
year and determination of the compensation to be paid in 2024.
XI. 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.
XII. Ratification and/or designation of the
President of the Audit and Corporate Practices Committee.
XIII. 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.
XIV. Appointment and designation of special
delegates to appear before a notary public 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’
MEETINGMEETING AGENDA
I. Proposal to reduce the Company’s shareholders’ equity by Ps.
13.86 (THIRTEEN PESOS 86/100 M.N.) per share outstanding and to be
paid within the 12 (TWELVE) months following its approval, and, as
a consequence of this reduction, the necessary amendment to Article
Six of the Company’s by-laws.
II. Make all the legal and corporate changes, and amendment to
Article Six of the Company’s by-laws, as a result of the approvals
of this Shareholders’ Meeting.
III. Appointment and designation of special
delegates to appear before a notary public 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 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 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 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 Norman Manley
International Airport in Kingston, Jamaica, and took control of the
operation in October 2019.
This press release
contains references to EBITDA, a financial performance measure not
recognized under IFRS and which does not purport to be an
alternative to IFRS measures of operating performance or liquidity.
We caution investors not to place undue reliance on non-GAAP
financial measures such as EBITDA, as these have limitations as
analytical tools and should be considered as a supplement to, not a
substitute for, the corresponding measures calculated in accordance
with IFRS.
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 several risks and uncertainties. There is no guarantee
that the expected events, trends, or results will 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 involve criminal conduct or violations.
The telephone number in Mexico, facilitated by a third party
responsible for collecting these complaints, is 800 04 ETICA
(38422) or WhatsApp +52 55 6538 5504. The website is
www.lineadedenunciagap.com or by email at
denuncia@lineadedenunciagap.com. GAP’s Audit Committee will be
notified of all complaints for immediate investigation.
Alejandra
Soto, Directora de Relación con Inversionistas y Responsabilidad
Social |
asoto@aeropuertosgap.com.mx |
Gisela Murillo, Relación con Inversionistas |
gmurillo@aeropuertosgap.com.mx/+52 33 3880 1100 ext. 20294 |
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