Shareholders' Meeting

 

 

Mural Newspaper publication.

 

Reforma Newspaper publiacation.

 

 

Secretaria de Economia 

 

LETTER of the Chief Executive Officer

 

 

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

ANNOUNCES ANNUAL GENERAL ORDINARY AND

EXTRAORDINARY SHAREHOLDERS’ MEETING

 

Guadalajara, Jalisco, Mexico, March 9, 2018 - Grupo Aeroportuario del Pacifico, 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 22, 2018, 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 bylaws, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. invites its shareholders to the annual General Ordinary and General Extraordinary Shareholders’ Meeting on April 25, 2018 at 12:00 and 1:00 pm, respectively, in Salon Oceania I of the Hotel Hilton, located at Av. De las Rosas 2933, Col. Rinconada del Bosque, Guadalajara, Jalisco, Mexico, 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, 2017, 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 recentfinancial statements under both standards. 

 

b.      Our board of directors’ comments to the Chief Executive Officer’s report.

 

c.       Our 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.      Report on transactions and activities undertaken by our board of directors during the fiscal year ended December 31, 2017, 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,as well as ratification of the actions of the various committees, and release from further obligations.

 

f.        Report on the Company’s compliance with tax obligations for the fiscal year ended December 31, 2016, and instruction to Company officials to comply with tax obligations corresponding to the fiscal year ended December 31, 2017, 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 by our board of directors and officer and release from further obligations in the fulfillment of their duties.

 

III.    Presentation, discussion and submission for approval of the Company’s financial statements on anunconsolidated 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 IFRSfor their publication to financial markets, with respect to operations during the fiscal year ended December 31, 2017 fiscal period; and approval of the external auditor’s report regarding the aforementioned financial statements.

 

Individual

 

Consolidated

 

IV.   Proposal to approve from the Company’s net income for the fiscal year ended December 31, 2017, reported in its unconsolidated financial statements in accordance with MFRSpresented in agenda item III above,which was Ps. 4,533,604,331.00 (FOUR BILLION, FIVE HUNDRED AND THIRTY THREE MILLION, SIX HUNDRED AND FOUR THOUSAND, AND THREE HUNDRED AND THIRTY ONE PESOS 00/100 M.N., the allocation of 5% (FIVE PERCENT) of this amount, or Ps. 226,680,217.00 (TWO HUNDRED AND TWENTY-SIX MILLION, SIX HUNDRED AND EIGHTY THOUSAND AND TWO HUNDRED AND SEVENTEEN PESOS 00/100 M.N.), towards increasing the Company’s legal reserves, with the remaining balance of Ps. 4,306,924,114.00 (FOUR BILLION, THREE HUNDRED AND SIX MILLION, NINE HUNDRED AND TWENTY-FOUR THOUSAND, AND ONE HUNDRED AND FOURTEEN PESOS 00/100 M.N. to be allocated to the account for net income pending allocation.

 

V.    Presentation, discussion, and submission for approval of the allocation from the account for net income pending allocation, of an amount equal to Ps. 4,307,743,840.00 (FOUR BILLION, THREE HUNDRED AND SEVEN MILLION, SEVEN HUNDRED AND FORTY-THREE THOUSAND, AND EIGHT HUNDRED AND FORTY PESOS 00/100 M.N.), for declaring a dividend equal to Ps. 7.62 (SEVEN PESOS AND SIXTY TWO CENTS) per share, to be distributed toeach share outstanding as of the payment date, excluding any 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. 3.81 (THREE PESOS 81/100 M.N.) per share as of the payment date, to be distributed before August 31, 2018; and

ii)     Ps. 3.81 (THREE PESO 81/100 M.N.) per share as of the payment date, to be distributed before December 31, 2018.

 

VI.   Cancellation of any amounts outstanding under the share repurchase program approved at the Annual General Ordinary Shareholders’ Meeting that took place on April 25, 2017 for Ps. 995,000,000.00 (NINE HUNDRED AND NINETY FIVE MILLION PESOS 00/100 M.N.) and approval of Ps. 1,250,000,000.00 (ONE BILLION, TWO HUNDRED AND FIFTY 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 25, 2018, 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 our board of directors and their respective alternates named by the Series BB shareholders.

 

CURRICULOS.

 

VIII.  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 owns, individually or collectively, 10% or more of the Company’s capital 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.

 

INDEPENDENCE LETTERS

 

Carlos Cárdenas Guzmán.

Joaquin Vargas Guajardo

Álvaro Fernandez Garza.

Juan Diez Canedo Ruiz

Angel Losada Moreno

Luis Tellez Kuenzker

Francisco Javier Moguel Gloria.

 

CURRICULOS.

 

 

X.    Ratification and/or designation of the Chairman of the Company’s board of directors, in accordance with Article 16 of the Company’s bylaws.

 

XI.   Ratification of the compensation paid to the members of the Company’s board of directors during the 2017 fiscal year and determination of the compensation to be paid in 2018.

 

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 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 items.

 

 

EXTRAORDINARY SHAREHOLDERS’ MEETING

MEETING AGENDA

 

               I.         Proposal to reduce the Company’s shareholders’ equity by a total amount of Ps. 1,250,869,801.86 (ONE BILLION, TWO HUNDRED AND FIFTY MILLION, EIGHT HUNDRED AND SIXTY NINE THOUSAND, EIGHT HUNDRED AND ONE PESOS 86/100 M.N.) and, consequently, pay Ps. 2.38 (TWO PESOS AND THIRTY EIGHT CENTS) per outstanding share, and  if approved, amend Article 6 of the Company’s bylaws.

         

              II.         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 bylaws, 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, which will be April 20, 2018.

 

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, after the meeting takes place.

 

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, with respect to 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 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), Delegación Miguel Hidalgo, Mexico City, Mexico 11510.  Shareholders are invited to contact the Company should they have need for any additional information.