Shareholders' Meeting

 

 

REFORMA NEWSPAPER (MEXICO)

 

PROXY CARD ADR'S

 

Proxy card ADRS Broadridge

 

LETTER TO SHAREHOLDER´S

 

 

 

GRUPO AEROPORTUARIO DEL PACIFICO, S.A.B. DE C.V.

ANNOUNCES ANNUAL GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING

 

Guadalajara, Jalisco, Mexico, February 28, 2014 - 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 the Board of Directors on February 26, 2014, and in accordance with Articles 180, 181, 182 and other applicable Articles of the Mexican General Corporations Law and Article 35 of the Company’s by-laws, Grupo Aeroportuario del Pacífico invites its shareholders to the Annual General Ordinary and Extraordinary Shareholders’ Meeting on April 23, 2014 at 9:00 am in the Salón PEGASO of the Hotel Hyatt Regency Mexico City, located at Campos Elíseos No. 204, Floor 2, Col. Polanco, Chapultepec, Del. Miguel Hidalgo, Mexico City, D.F. 11560, to discuss the following:

 

ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING

MEETING AGENDA

 

 

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:

 

a)     The Chief Executive Officer’s report regarding the results of operations for the fiscal year ended December 31, 2013, 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 individual basis in accordance with Mexican Generally Accepted Accounting Principles (“Mexican GAAP”) as well as with respect to the Company and its subsidiaries on a consolidated basis in accordance with International Financial Reporting Standards, based on the Company’s most recentfinancial statements under both norms. 

 

External auditor's report

 

b)     The Board of Directors’ comments to the Chief Executive Officer’s report.

 

c)     The 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.

 

d)      The report on operations and activities in which the Board of Directors intervened during the fiscal year ended December 31, 2013, pursuant to the Mexican Securities Market Law.

 

e)     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.Ratification of the actions of the various committees, and release from further obligations.

 

f)     The report on the Company’s compliance with tax obligations for the fiscal year of January 1 to December 31, 2012.  Instruction to Company officials to comply with tax obligations corresponding to the fiscal year of January 1 to December 31, 2013, in accordance with Article 26, Section III of the Mexican Fiscal Code.

 

g)     Ratification of the decisions taken by the Board of Directors, including the designation of provisional directors, and release from further obligations in the fulfillment of its duties. In addition,ratificationofthe actions of thePresident andOfficers of the Company,andreleasefrom further obligations.

 

II.                     Presentation, discussion, and submission for approval of the Company’s financial statements on anindividual basis in accordance with Mexican GAAP for purposes of calculating the legal reserves, net income,  fiscal effects related to dividend payments, and the capital reduction, as applicable, and approval of the financial statements of the Company and its subsidiaries on a consolidated basis in accordance with International Financial Reporting Standardsfor their publication to financial markets, with respect to operations during the January 1 to December 31, 2013 fiscal period; and approval of the external auditor’s report regarding the aforementioned financial statements.

 

Company's financial statements on individual basis.

 

 

III.                   Proposal to approve from the Company’s net income for the fiscal year ended December 31, 2013, reported in the individual Financial Statements audited in accordance with Mexican GAAP presented in point II of the Agenda, above,which was Ps. 1,991,540,839.00 (ONE BILLION, NINE HUNDRED NINETY ONE MILLION, FIVE HUNDRED FOURTY THOUSAND, EIGHT HUNDRED AND THIRTY NINE PESOS), the allocation of 5% (FIVE PERCENT) of this amount, or Ps. 99,577,042.00 (NINETY NINE MILLION, FIVE HUNDRED SEVENTY SEVEN THOUSAND, FORTY TWO PESOS), towards increasing the Company’s legal reserves, with the remaining balance of Ps. 1,891,963,797.00 (ONE BILLION, EIGHT HUNDRED NINETY ONE MILLION, NINE HUNDRED SIXTY THREE THOUSAND, SEVEN HUNDRED AND NINETY SEVEN PESOS), to be allocated to the account for net income pending allocation.

 

 

 

 

 

IV.                  Presentation, discussion, and submission for approval of the allocation from the account for net income pending allocation, of an amount equal to Ps. 1,894,965,784.00 (ONE BILLION, EIGHT HUNDRED NINETY FOUR MILLION, NINE HUNDRED SIXTY FIVE THOUSAND, SEVEN HUNDRED AND EIGHTY FOUR PESOS),for declaring a dividend in the amount of Ps. 1,590,000,000.00(ONE BILLION, FIVE HUNDRED NINETY MILLION PESOS), to be distributed equally amongeach share outstanding as of the payment date, excluding the shares repurchased by the Company as of each payment date in accordance with Article 56 of the Mexican Securities Market Law; any amounts of net income pending allocationremaining after the payment of such dividend will remain in the account for net income pending allocation. 

 

The dividend will be paid in the following manner:                     

 

i)                    Ps. 1,192,500,000.00 (ONE BILLION, ONE HUNDRED NINETY TWO MILLION, FIVE HUNDRED THOUSAND PESOS) before May 31, 2014.

 

ii)                  Ps. 397,500,000.00 (THREE HUNDRED NINETY SEVEN MILLION, FIVE HUNDRED THOUSAND PESOS) before November 30, 2014.

 

V.               Cancelation of any amounts outstanding under the share repurchase program approved at the Ordinary Shareholders’ Meeting that took place on April 16, 2013 for Ps. 280,728,734.00 (TWO HUNDRED EIGHTY MILLION, SEVEN HUNDRED TWENTY EIGHT THOUSAND AND SEVEN HUNDRED THIRTY FOUR PESOS) and approval of Ps. 400,000,000.00 (FOUR HUNDRED MILLION PESOS) as the maximum amount to be allocated toward the repurchase of the Company’s shares or credit instruments that represent those shares for the 12-month period after April 23, 2014, in accordance with Article 56, Section IV of the Mexican Securities Market Law.

 

VI.                 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.

 

                  

 

                   MEMBERS:                                               ALTERNATES:

 

                    Eduardo Sánchez Navarro Redo            José Vicente Corta Fernández

 

                    Francisco Javier Marín San Andrés       María de los Reyes Escrig Teigeiro

 

                    Carlos del Río Carcaño                        Julián Fernández Rodes

 

                    Rodrigo Marabini Ruíz                           Vicente Grau Alonso

 

 

 

VII.               Ratification and/or designation of the person(s) that will serve as member(s) of the Company’s Board of Directors, as designated by any holder or group of holders of Series “B” shares that own, individually or collectively, 10% or more of the Company’s capital stock.

 

VIII.              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 resolutions in respect thereof.

 

CURRICULUMS

 

CARLOS CARDENAS GUZMÁN   LETTER

JOAQUIN VARGAS GUAJARDO  LETTER

ALVARO FERNADEZ GARZA      LETTER

JUAN DIEZ-CANEDO RUIZ          LETTER

ANGEL LOSADA MORENO        LETTER

ROBERTO SERVITJE ACHUTEGUI    LETTER

JOSÉ IBARRA POSADA.            LETTER

 

 

 

IX.            Ratification of the Company’s Chairman of the Board of Directors, in accordance with Article 16 of the Company’s by-laws.

 

 

X.                Ratification of the compensation paid to the members of the Company’s Board of Directors during the 2013 fiscal year and determination of the compensation to be paid in 2014.

 

XI.                  Ratification and/or designation of the 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 by-laws.

 

XII.                Ratification and/or designation of the President of the Audit and Corporate Practices Committee.

 

XIII.               The report concerning compliance with Article 29 of the Company’s by-laws 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.             Appointment and designation of Special Delegates to present to a Notary Public 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 points.

 

GENERAL EXTRAORDINARY SHAREHOLDERS’ MEETING

MEETING AGENDA

 

                    I.            Proposal to reduce the Company’s shareholder equity by up to Ps. 1,510,000,000.00 (ONE BILLION FIVE HUNDRED AND TEN MILLION PESOS), and amending Article 6 of the Company’s by-laws.

 

                   II.            Change in the Company’s legal address, and amending Articles 3 and 52 of the Company’s by-laws.

          

                 III.            Appointment and designation of Special Delegates to present to a Notary Public 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 points.

 

Shareholders are reminded that in accordance with Article 36 of the Company’s by-laws, only those shareholders registered in the Share Registry as holders of one of more of the Company’s shares will be admitted into the Shareholders’ Meeting, 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, which will be April 16, 2013.

 

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 the listing that contains 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 an admission card and/or the forms that, in order to be represented, will be required under Article 49, Section III of the Mexican Securities Market Law.  In order to attend the meeting, shareholders must present the admission card and/or the corresponding form.

 

Shares that are deposited in order to gain admittance into this meeting will not be returned until after the meeting takes place, via a voucher that will have been given to the shareholder or his/her representative.

 

Shareholders may be represented by proxy at the meeting by either one or two persons designated by a power of attorney signed before two witnesses or as otherwise authorized by law. However, with respect to the Company’s capital stock traded on a stock exchange, the proxy or proxies (which may be no more than two) may only verify his/her identity 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 Corporations 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 agenda, 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 Juan Racine #112, 4th Floor, Col. Los Morales (Polanco), Delegacion Miguel Hidalgo, Mexico City, Mexico 11510.  Shareholders are invited to contact the Company should they have need for any additional information. 

 

Mr. Antonio Franck C.

Secretary of the Board of Directors