Resolutions Adopted at the General Ordinary Shareholders’ Meeting and Extraordinary Shareholders’ Meeting for Grupo Aeroportuario del Pacific on April 27, 2021
Grupo Aeroportuario del Pacifico (PAC) held its Annual General Shareholders’ Meetings on April 27, 2021, with a quorum of 87.2% and 90.2%. Key resolutions included the approval of the financial statements for the fiscal year ending December 31, 2020, reporting net income of Ps.1,852,505,651. The company also approved a share repurchase program worth Ps. 3 billion over the next 12 months. Additionally, 35,424,453 treasury shares will be cancelled, and shareholders’ equity will be reduced by Ps. 2 billion. Board members and committee roles were ratified, ensuring stable governance moving forward.
- Approval of the financial results for 2020, indicating operational stability.
- Net income reported at Ps.1,852,505,651 for 2020.
- Share repurchase program of Ps. 3 billion approved, signaling confidence in stock value.
- Cancellation of 35,424,453 treasury shares, which can enhance shareholder value.
- Reduction of shareholders' equity by Ps. 2 billion, which may concern investor confidence.
GUADALAJARA, Mexico, April 28, 2021 (GLOBE NEWSWIRE) -- 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 held on April 27, 2021, with a quorum of
ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
I. In accordance 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, 2020, 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 2020 Sustainability Report.
- Board of directors’ comments 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, 2020, 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 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, 2019, and instruction to Company officials to comply with tax obligations corresponding to the fiscal year from January 1 and ended December 31, 2020, 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, 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 operations that took place during the fiscal year from January 1 to December 31, 2020; and approval of the external auditor’s report regarding the aforementioned financial statements.
IV. APPROVAL of the Company’s net income for the fiscal year ended December 31, 2020, reported in its unconsolidated financial statements in accordance with MFRS presented in agenda item above, which was Ps.1,852,505,651.00 (ONE BILLION, EIGHT HUNDRED FIFTY-TWO MILLION, FIVE HUNDRED FIVE THOUSAND, SIXHUNDRED AND FIFTY-ONE PESOS 00/100 M.N., the allocation of this amount will be applied towards increasing the Company’s retained earnings account, since the level of the Company’s legal reserve meets the legal requirements to which it is subject.
V. APPROVAL for the cancellation of any amounts outstanding under the share repurchase program approved at the General Ordinary Shareholders’ Meeting that took place on July 1, 2020, and approval of Ps. 3,000,000,000.00 (THREE BILLIONPESOS 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 27, 2021, in accordance with Article 56, Section IV of the Mexican Securities Market Law.
VI. RATIFICATION of the four members of the Board of Directors and their respective alternates named by the Series BB shareholders as follows:
| Proprietary | Alternate | |
| Laura Díez Barroso Azcárraga María Ángeles Rubio Alfayate Juan Gallardo Thurlow Carlos Laviada Ocejo | Eduardo Sánchez Navarro Redo Carlos Manuel Porrón Suárez Alejandro Cortina Gallardo Emilio Rotondo Inclán |
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,
VIII. RATIFICATION of Mr. Carlos Cárdenas Guzmán, Mr. Joaquín Vargas Guajardo, Mr. Álvaro Fernández Garza, Mr. Juan Díez-Canedo Ruíz, Mr. Ángel Losada Moreno and Mr. Luis Tellez Kuenzler, as members of the Board of Directors, designated by the Series “B” shareholders. In addition, Mr. Alfredo de Jesús Casar Pérez was ratified.
As of this date, the Board of Directors will be comprised as follows:
| Proprietary | Alternate | |
| Laura Díez Barroso Azcárraga María Ángeles Rubio Alfayate Juan Gallardo Thurlow Carlos Laviada Ocejo Carlos Cárdenas Guzmán Joaquín Vargas Guajardo Álvaro Fernández Garza Juan Díez-Canedo Ruíz Ángel Losada Moreno Luis Tellez Kuenzler Alfredo de Jesús Casar Pérez | Eduardo Sánchez Navarro Redo Carlos Manuel Porrón Suárez Alejandro Cortina Gallardo Emilio Rotondo Inclán Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
IX. RATIFICATION of Ms. Laura Díez Barroso Azcárraga as Chairwoman of the Company’s board of directors, and the ratification of Mr. Eduardo Sánchez Navarro Redo 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 2020 fiscal year and (ii) the compensation to be paid to the Company’s Board of Directors for the 2021 fiscal year, with a payment method of
XI. 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
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, Chairman
Ángel Losada Moreno, Member
Juan Díez-Canedo Ruíz, Member
XIII. The report regarding acquisitions of goods or services or contracting of projects or asset sales that are equal to or greater than US
XIV. APPROVAL of the special delegates that can appear before a notary public to formalize the resolutions adopted at this meeting.
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTIONS
- APPROVAL of the cancellation of 35,424,453 (THIRTY-FIVE MILLION FOUR HUNDRED TWENTY-FOUR THOUSAND, FOUR HUNDRED FIFTY-THREE) treasury shares.
- APPROVAL to reduce the Company’s shareholders’ equity by a total amount of Ps. 2,000,000.00 (TWO BILLION PESOS 00/100 M.N.), to be distributed among outstanding shares at the time of payment, which will be made within the 12 (TWELVE) months following its approval.
- Make all the legal and corporate changes necessary as a result of the resolutions approved at this Shareholders’ Meeting.
- 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
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.
| IR Contacts: | |
| Saúl Villarreal, Chief Financial Officer | svillarreal@aeropuertosgap.com.mx |
| Alejandra Soto, IR and Financial Planning Manager | asoto@aeropuertosgap.com.mx |
| Gisela Murillo, Investor Relations | gmurillo@aeropuertosgap.com.mx / +523338801100 ext. 20294 |
FAQ
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