Grupo Aeroportuario del Pacifico, 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 82.9% and 86.0%,
respectively:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETING
- 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, 2021, 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,
2021, under both standards, as well as the 2021 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, 2021, 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, 2020, and an instruction to Company officials to comply with
tax obligations corresponding to the fiscal year from January 1 and
ended December 31, 2021, 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, 2021,
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, 2021; and approval of the external auditor’s report
regarding both aforementioned financial statements.IV. APPROVAL of
the Company’s net income for the fiscal year ended December 31,
2021, reported in its unconsolidated financial statements,
presented in agenda item III above and audited in accordance with
MFRS, which was Ps. 5,811,099,785.00 (FIVE BILLION EIGHT HUNDRED
ELEVEN MILLION NINETY-NINE THOUSAND SEVEN HUNDRED EIGHTY-FIVE PESOS
00/100 M.N.), the allocation of the entire amount towards
increasing the Company’s retained earnings account, without
separating an amount for the Company’s legal reserves, given that
the account currently represents more than 20% of the historical
common stock of the Company, thereby meeting the requirement
established in Article 20 of the Mexican General Corporations Law.
In addition, proposal to cancel from the Company’s current legal
reserves such amount exceeding 20% of the historical common stock
of the Company, in accordance with the requirements established in
Articles 20 and 21 of the Mexican General Corporations Law and
allocating said excess amount to the Company’s retained earnings
account.V. APPROVAL that from the retained earnings account pending
application which amounts to a total of Ps. 10,529,179,720.00 (TEN
BILLION FIVE HUNDRED TWENTY-NINE MILLION ONE HUNDRED AND
SEVENTY-NINE THOUSAND SEVEN HUNDRED AND TWENTY PESOS 00/100 M.N.),
a dividend be declared equal to Ps. 14.40 (FOURTEEN PESOS 40/100
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 22, 2022.VI. APPROVAL for the
cancellation of any amounts outstanding under the Share Repurchase
Program approved at the General Ordinary Shareholders’ Meetings
that took place on April 27, 2021 and September 14, 2021, which
amounts to Ps. 2,031,782,227.00 (TWO BILLION THIRTY-ONE MILLION
SEVEN HUNDRED EIGHTY-TWO THOUSAND TWO HUNDRED TWENTY SEVEN PESOS
00/100 M.N.), approved, and approval of Ps. 2,000,000,000.00 (TWO
BILLION 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
22, 2022, 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 |
Carlos Laviada Ocejo |
María Ángeles Rubio Alfayate |
Emilio Rotondo Inclán |
Juan Gallardo Thurlow |
Alejandro Cortina Gallardo |
Eduardo Sánchez Navarro Redo |
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. RATIFICATION of Mr. Carlos
Cárdenas Guzmán, Mr. Ángel Losada Moreno, Joaquín Vargas Guajardo,
Mr. Juan Díez-Canedo Ruíz, Mr. Álvaro Fernández Garza and Mr. Luis
Tellez Kuenzler, as members of the Board of Directors, designated
by the Series “B” shareholders. In addition, Ms. Alejandra Palacios
Prieto was designated. As of this date, the Board of Directors will
be comprised as follows:
Propietary
Members |
Alternate
Members |
Laura Diez Barroso Azcárraga |
Carlos Laviada Ocejo |
María Ángeles Rubio Alfayate |
Emilio Rotondo Inclán |
Juan Gallardo Thurlow |
Alejandro Cortina Gallardo |
Eduardo Sánchez Navarro Redo |
Carlos Alberto Rohm Campos |
Carlos Cárdenas Guzmán |
Not applicable |
Ángel Losada Moreno |
Not applicable |
Joaquín Vargas Guajardo |
Not applicable |
Juan Diez-Canedo Ruíz |
Not applicable |
Álvaro Fernández Garza |
Not applicable |
Luis Tellez Kuenzler |
Not applicable |
Alejandra Palacios Prieto |
Not applicable |
X. RATIFICATION of Ms. Laura Diez Barroso
Azcárraga as Chairwoman of the Company’s board of directors, and
the designation of Mr. Carlos Laviada Ocejo as Alternate, in
accordance with Article 16 of the Company’s by-laws.XI. APPROVAL of
(i) the compensation paid to the members of the Company’s Board of
Directors during the 2021 fiscal year and (ii) the compensation to
be paid to the Company’s Board of Directors for the 2022 fiscal
year proposed by the Compensation and Nominations Committee.
XII. 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.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. 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. Presentation of our Public Objectives for
environmental, social responsibility and corporate governance of
the Company for the year 2030.
XVI. APPROVAL of special delegates that can appear before a
notary public to formalize the resolutions adopted at this
meeting.
EXTRAORDINARY SHAREHOLDERS’
MEETING
- APPROVAL to increase the Company's
Common Stock, through the capitalization of the "Restatement effect
of Common Stock" account, as recorded in the Company's
unconsolidated financial statements as of December 31, 2021, in the
amount of Ps. 8,027,154,754.00 (EIGHT BILLION TWENTY-SEVEN MILLION
ONE HUNDRED AND FIFTY-FOUR THOUSAND SEVEN HUNDRED AND FIFTY-FOUR
PESOS 00/100 M.N.).
- APPROVAL of the cancellation of
13,273,970 (THIRTEEN MILLION TWO HUNDRED SEVENTY-THREE THOUSAND
NINE HUNDRED SEVENTY) Company’s treasury shares.
- 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 512,301,577 (FIVE HUNDRED TWELVE MILLION THREE
HUNDRED ONE THOUSAND FIVE HUNDRED SEVENTY-SEVEN) ordinary shares,
nominative, of Class I and without expression of nominal value,
fully subscribed and paid.”
- 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 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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