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 24, 2025, and in accordance with Articles
180, 181, 182 and other applicable articles of the Mexican General
Corporate 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 Shareholders’ Meeting on April 24, 2025 at
12:00 p.m. in Ballroom 3, 3rd floor of the Hilton Midtown Hotel,
located at Av. López Mateos 2405-300, Col. Italia Providencia,
Guadalajara, Jalisco, Mexico, to discuss the following:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETINGAGENDA
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:
- The Chief Executive Officer’s report regarding the results of
operations for the fiscal year ended December 31, 2024, in
accordance with Article 44, Section XI of the Mexican Securities
Market Law and Article 172 of the Mexican General Corporate 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 2024
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 Corporate 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, 2024, 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, 2023, and an instruction
to Company officials to comply with tax obligations corresponding
to the fiscal year from January 1 and ended December 31, 2024, 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
management 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, 2024, 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, 2024, 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, 2024,
reported in its unconsolidated financial statements, presented in
the agenda item III above and audited in accordance with MFRS,
which was Ps. 8,279,790,417.00 (EIGHT BILLION TWO HUNDRED
SEVENTY-NINE MILLION SEVEN HUNDRED NINETY THOUSAND, FOUR HUNDRED
SEVENTEEN 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 Corporate 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 Corporate Law and
allocating said excess amount to the Company’s retained earnings
account.
V. Presentation, discussion and submission
for approval that from the retained earnings account which amounts
to a total of Ps. 18,864,285,272.00 (EIGHTEEN BILLION EIGHT HUNDRED
SIXTY-FOUR MILLION TWO HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED
SEVENTY-TWO PESOS 00/100 M.N.), a dividend be declared equal to
Ps.16.84 (SIXTEEN 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 account remaining after the payment of such
dividend will remain in the retained earnings account. The dividend
will be payable in one or more installments within 12 (twelve)
months after April 24, 2025.
VI. Cancellation of any amounts outstanding
under the Share Repurchase Program approved at the General Ordinary
Shareholders’ Meetings that took place on April 25, 2024, amounting
to Ps. 2,500,000,000.00 (TWO BILLION FIVE HUNDRED MILLION PESOS
00/100 M.N.). Additionally, 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 toward the repurchase of the Company’s
shares or credit instruments that represent such shares for the
12-month period following April 24, 2025, in accordance with
Article 56, Section IV of the Mexican Securities Market
Law.
VII. 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.
VIII. 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.
IX. 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.
X. 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.
XI. Ratification of the compensation paid
to the members of the Company’s board of directors during the 2024
fiscal year and determination of the compensation to be paid in
2025.
XII. 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.
XIII. Ratification and/or designation of
the President of the Audit and Corporate Practices Committee.
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. 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,
concerning 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 Corporate 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 need 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.
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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. |
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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. |
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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 |
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asoto@aeropuertosgap.com.mx |
| Gisela Murillo, Investor Relations |
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gmurillo@aeropuertosgap.com.mx/+52 33 3880 1100 ext. 20294 |
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