Resolutions Adopted at the Annual General Ordinary and Extraordinary Shareholders’ Meeting for Grupo Aeroportuario del Pacifico on April 25, 2024
GUADALAJARA, Mexico, April 25, 2024 (GLOBE NEWSWIRE)
-- 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 today, with a quorum of 85.01% and 85.14%, respectively:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING
I. In compliance with Article
28, Section IV of the Mexican Securities Market Law, the following were
APPROVED:
- 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.
- 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, 2023, 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, 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. RATIFICATION of the actions of our Board of Directors and officers and release from further obligations in the fulfillment of their duties.
III. 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. APPROVAL that 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. APPROVAL of the 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.), 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 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. RATIFICATION AND DESIGNATION of the four members of the Board of Directors and their respective alternates appointed by the Series BB shareholders as follows:
Proprietary members | Alternate members | |
Laura Diez-Barroso Azcárraga | Mónica Sánchez Navarro Rivera Torres | |
Emilio Rotondo Inclán | Ignacio Castejón Hernández | |
Juan Gallardo Thurlow | Alejandro Cortina Gallardo | |
Claudia Laviada Diez-Barroso | Carlos Manuel Porrón Suárez | |
VII. 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.
VIII. RATIFICATION of Carlos Cárdenas Guzmán, Ángel
Losada Moreno, Joaquín Vargas Guajardo, Juan Diez-Canedo Ruíz, Luis
Téllez Kuenzler, Alejandra Palacios Prieto and Alejandra Yazmín Soto
Ayech, as members of the Board of Directors, designated by the Series
“B” shareholders.
As of this date, the Board of Directors will be comprised as follows:
Proprietary members | Alternate members | |
Laura Diez-Barroso Azcárraga | Mónica Sánchez Navarro Rivera Torres | |
Emilio Rotondo Inclán | Ignacio Castejón Hernández | |
Juan Gallardo Thurlow | Alejandro Cortina Gallardo | |
Claudia Laviada Diez-Barroso | Carlos Manuel Porrón Suárez | |
Carlos Cárdenas Guzmán | Not applicable | |
Ángel Losada Moreno | Not applicable | |
Joaquín Vargas Guajardo | Not applicable | |
Juan Diez-Canedo Ruíz | Not applicable | |
Luis Téllez Kuenzler | Not applicable | |
Alejandra Palacios Prieto | Not applicable | |
Alejandra Yazmín Soto Ayech | Not applicable | |
IX. RATIFICATION of Mrs. Laura
Diez-Barroso Azcárraga as Chairwoman of the Company’s Board of
Directors, and the designation of Mrs. Mónica Sánchez Navarro Rivera
Torres 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 2023 fiscal year and (ii) the compensation to be paid to the
Company’s Board of Directors for the 2024 fiscal year proposed by the
Compensation and Nominations Committee.
XI. RATIFICATION of Mr. Luis Tellez Kuenzler, as 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 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, President | |
Ángel Losada Moreno, Member | |
Joaquín Vargas Guajardo, Member | |
XIII. 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.
XIV. APPROVAL of special
delegates that can appear before a notary public to formalize the
resolutions adopted at this meeting.
EXTRAORDINARY SHAREHOLDERS’ MEETING
I. APPROVAL 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. 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. 1,194,389,984.16 (ONE BILLION ONE HUNDRED
NINETY-FOUR MILLION THREE HUNDRED EIGHTY-NINE THOUSAND NINE HUNDRED
EIGHTY-FOUR PESOS 16/100 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 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 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, Investor Relations and Social Responsibility Officer | asoto@aeropuertosgap.com.mx |
Gisela Murillo, Investor Relations | gmurillo@aeropuertosgap.com.mx/+52 33 3880 1100 ext. 20294 |