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 |
|
|
Grafico Azioni Grupo Aeroportuario Del ... (NYSE:PAC)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Grupo Aeroportuario Del ... (NYSE:PAC)
Storico
Da Dic 2023 a Dic 2024