Grupo Aeroportuario del Pacífico, S.A.B. de C.V., (NYSE: PAC; BMV:
GAP) (“the Company” or “GAP”) announces the following resolutions
adopted at the Annual General Ordinary and Extraordinary
Shareholders’ Meetings yesterday, with a quorum of 87.05% and
87.33%, respectively:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETING
I. In compliance with
Article 28, Section IV of the Mexican Securities Market Law, the
following were APPROVED:
a. The Chief
Executive Officer’s report regarding the results of operations for
the fiscal year ended December 31, 2022, 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, 2022, under both standards, as well as the 2022
Sustainability Report.
b. Board of
Directors’ opinion of the Chief Executive Officer’s report.
c. Board of
Directors’ report in accordance with Article 172, clause b, of the
Mexican General Law of Commercial Corporations, 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, 2022, 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, 2021, and an instruction to Company
officers to comply with tax obligations corresponding to the fiscal
year from January 1 and ended December 31, 2022, in accordance with
Article 26, Section III of the Mexican Fiscal Code.
II. APPROVAL of 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 for the fiscal year from January 1
to December 31, 2022, 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, 2022; and APPROVAL of the external
auditor’s report regarding both aforementioned financial
statements.
IV. APPROVAL that of
the Company’s net income for the fiscal year ended December 31,
2022, reported in its unconsolidated financial statements,
presented in agenda item III above and audited in accordance with
MFRS, which was Ps. 8,882,181,314.00 (EIGHT BILLION EIGHT HUNDRED
EIGHTY-TWO MILLION ONE HUNDRED EIGHTY-ONE THOUSAND THREE HUNDRED
FOURTEEN PESOS 00/100 M.N.), the allocation of Ps. 444,109,066.00
(FOUR HUNDRED FORTY-FOUR MILLION ONE HUNDRED NINE THOUSAND
SIXTY-SIX PESOS 00/100 M.N.), towards increasing the Company’s
legal reserve, which represents 5% (FIVE PERCENT) of the net
income, in accordance with Article 20 of the Mexican General Law of
Commercial Corporations, with the remaining balance of Ps.
8,438,072,248.00 (EIGHT BILLION FOUR HUNDRED THIRTY-EIGHT MILLION
SEVENTY-TWO THOUSAND TWO HUNDRED FORTY-EIGHT PESOS 00/100 M.N.) to
be allocated to the retained earnings account.
V. APPROVAL that from
the retained earnings account pending application which amounts to
a total of Ps. 11,685,291,653.00 (ELEVEN BILLION SIX HUNDRED
EIGHTY-FIVE MILLION TWO HUNDRED NINETY-ONE THOUSAND SIX HUNDRED
FIFTY-THREE PESOS 00/100 M.N.), a dividend will be declared equal
to Ps. 14.84 (FOURTEEN PESOS 84/100 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 13, 2023.
VI. APPROVAL of the
cancellation of the outstanding balance, as of the date of the
General Ordinary Shareholders’ Meeting, under the Share Repurchase
Program approved at the General Ordinary Shareholders’ Meeting that
took place on April 22, 2022, which amounts to Ps. 499,486,566.00
(FOUR HUNDRED NINETY-NINE MILLION FOUR HUNDRED EIGHTY-SIX THOUSAND
FIVE HUNDRED SIXTY-SIX PESOS 00/100), and 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 to the repurchase of
the Company’s shares or credit instruments that represent such
shares for the 12-month period following April 13, 2023, in
accordance with Article 56, Section IV of the Mexican Securities
Market Law.
VII. RATIFICATOIN of
the four members of the Board of Directors and their respective
alternates appointed by the Series BB shareholders as follows:
|
Propietary Members |
Alternate Members |
|
Laura Diez Barroso Azcárraga |
Claudia Laviada Diez Barroso |
|
Ignacio Castejón Hernández |
Carlos Manuel Porrón Suárez |
|
Juan Gallardo Thurlow |
Eduardo Sánchez Navarro Redo |
|
María Ángeles Rubio Alfayate |
Carlos Alberto Rohm Campos |
|
|
|
VIII. It is
registered that there was no designation of person(s) that will
serve as member(s) of the Company’s board of directors, 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.
IX. It was INFORMED
to the Shareholders that this point was withdrawn in order to
reconsider the voting method for independent members. This will be
done at a forthcoming Shareholders´ Meeting to be held shortly.
X. RATIFICATION of
Ms. Laura Diez Barroso Azcárraga as Chairwoman of the Company’s
board of directors, and the designation of Ms. Claudia Laviada Diez
Barroso as Alternate, in accordance with Article 16 of the
Company’s by-laws.
XI. APPROVAL of (i)
the compensation paid to the independent members of the Company’s
Board of Directors during the 2022 fiscal year and (ii) the
compensation to be paid to the Company’s Board of Directors for the
2023 fiscal year proposed by the Compensation and Nominations
Committee.
XII. It was INFORMED
to the Shareholders that this point was withdrawn to be
reconsidered in a forthcoming Shareholders´ Meeting to be held
shortly.
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 as follows:
Carlos Cárdenas
Guzmán, PresidentÁngel Losada Moreno, MemberJoaquín Vargas
Guajardo, Member
XIV. It was INFORMED
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. APPROVAL of
special delegates that can appear before a notary public to
formalize the resolutions adopted at this meeting.
EXTRAORDINARY SHAREHOLDERS’
MEETING
I. APPROVAL of the
cancellation of 7,024,113 (SEVEN MILLION TWENTY-FOUR THOUSAND ONE
HUNDRED THIRTEEN) shares held in the Company’s treasury.
II. APPROVAL to
perform all corporate legal formalities required, including the
amendment of SIXTH Article of the Company’s by-laws, derived from
the adoption of resolutions at this Shareholders’ Meeting, to read
as follows “SIXTH ARTICLE.- Common Stock. The common stock will be
variable. The minimum fixed part of the capital is Ps.
8,197,535,635.20 (EIGHT BILLION ONE HUNDRED NINETY-SEVEN MILLION
FIVE HUNDRED THIRTY-FIVE THOUSAND SIX HUNDRED THIRTY-FIVE PESOS
20/100 M.N.), represented by 505,277,464 (FIVE HUNDRED FIVE MILLION
TWO HUNDRED SEVENTY-SEVEN THOUSAND FOUR HUNDRED SIXTY-FOUR)
ordinary shares, nominative, of Class I and without expression of
nominal value, fully subscribed and paid”.
III. APPROVAL of
amendment of the Company's Bylaws to add Article 29 Bis to create
the Sustainability Committee, to read as follows:
“ARTICLE TWENTY
NINETEENTH BIS. Sustainability Committee. The Company will have a
Sustainability Committee, which will be integrated by 3 (three)
proprietary members and their respective alternates, composed
follows: the Chairman of the Committee and his respective alternate
appointed by the Series "BB" Shareholders, the Chief Executive
Officer of the Company and an Independent Director and his
alternate appointed by the Board of Directors.
The Sustainability
Committee may have a Secretary, not a member of the Board of
Directors, designated by the Board of Directors.
The members of the
Sustainability Committee shall remain in office for one year or
until the persons appointed to substitute them take up their
duties.
The Sustainability
Committee shall have the following functions and faculties:1.
Follow up on the strategic sustainability goals and objectives.2.
Identify legal, social, labor, and environmental ESG risks that may
affect the organization and define strategies to mitigate such
risks.3. Provide suggestions, initiatives, and proposals that
improve performance, promote innovation, and contribute to
fulfilling goals and position the company's sustainable
leadership.4. Promote dialogue and collaboration tools with
priority interest groups to integrate them into the sustainable
management of the business.5. Monitor the evolution of the
strategy, ensuring a direct or indirect contribution to the goals
established in the strategy.6. Ensure the delivery of information,
data, and evidence of the results obtained from the actions
established in the strategy for preparing an Annual Strategy
Performance Report to the Board of Directors.7. Additional
functions and faculties may be instructed by the Board of Directors
from time to time.
The committee may
request the opinion of independent experts in cases where it
considers appropriate. The Board of Directors will establish the
guidelines for the operation of the Sustainability Committee.”
IV. APPROVAL of
special delegates that can appear before a notary public to
formalize the resolutions adopted at this meeting.
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 Concessioner 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 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 June 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.
Alejandra Soto, Investor Relations and Social Responsibility
Officer |
asoto@aeropuertosgap.com.mx |
Gisela Murillo, Investor
Relations |
gmurillo@aeropuertosgap.com.mx/+52 33 3880 1100 ext. 20294 |
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