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 Shareholders’ Meeting on July 1, 2020
to be the following:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETING RESOLUTIONS
I. In accordance with Article 28, Section IV of
Mexican Securities Market Law, the following was approved:
a. 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.
b. Board of directors’ comments 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, 2019, 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 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, 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.
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 from
January 1 and ended December 31, 2019; 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, 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.
V. APPROVAL for the 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 July 1, 2020, in accordance with
Article 56, Section IV of the Mexican Securities Market Law.
VI. 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 |
|
María José
Cuenda Chamorro |
|
Carlos
Manuel Porrón Suárez |
|
Juan
Gallardo Thurlow |
|
Eduardo
Sánchez Navarro Redo |
|
María
Ángeles Rubio Alfayate |
|
Carlos
Alberto Rohm Campos |
VII. 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.
VIII. RATIFICATION of Mr. Carlos Cárdenas
Guzmán, Mr. Joaquín Vargas Guajardo, Mr. Álvaro Fernández
Garza, Mr. Ángel Losada Moreno, 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 |
|
María José Cuenda Chamorro |
|
Carlos Manuel Porrón Suárez |
|
Juan Gallardo Thurlow |
|
Eduardo Sánchez Navarro Redo |
|
María Ángeles Rubio Alfayate |
|
Carlos Alberto Rohm Campos |
|
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 |
IX. APPOINTMENT of Ms. Laura Díez Barroso Azcárraga as
Chairwoman of 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 by-laws.
X. APPROVAL of (i) the compensation paid to the
members of the Company’s Board of Directors during the 2019 fiscal
year and (ii) the approval to keep the amounts for fees and
payments for the Company’s Board of Directors unchanged for the
2020 fiscal year, compared to those paid in 2019; with a payment of
100% for “assistance”.
XI. 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.
XII. 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
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.
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.
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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 |
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