Company Website:
http://www.aeropuertosgap.com.mx
GUADALAJARA, Mexico -- (Business Wire)
Section "V." of the "ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING,
MEETING AGENDA" is corrected to read: 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.
The corrected release reads:
GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V. ANNOUNCES
ANNUAL GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
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 |
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I.
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In compliance with Article 28, Section IV of the Mexican Securities
Market Law, the following will be presented and, if applicable,
submitted for approval:
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a)
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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 recent financial
statements under both norms.
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b)
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The Board of Directors’ comments to the Chief Executive Officer’s
report.
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c)
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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.
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d)
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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.
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e)
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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.
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f)
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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.
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g)
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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,
ratification of the actions of the President and Officers of the
Company, and release from further obligations.
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II.
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Presentation, discussion, and submission for approval of the
Company’s financial statements on an individual 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 Standards
for 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.
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III.
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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.
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IV.
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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 among each 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 allocation
remaining after the payment of such dividend will remain in the
account for net income pending allocation.
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The dividend will be paid in the following manner:
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i)
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Ps. 1,192,500,000.00 (ONE BILLION, ONE HUNDRED NINETY TWO MILLION,
FIVE HUNDRED THOUSAND PESOS) before May 31, 2014.
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ii)
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Ps. 397,500,000.00 (THREE HUNDRED NINETY SEVEN MILLION, FIVE HUNDRED
THOUSAND PESOS) before November 30, 2014.
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V.
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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.
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VI.
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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.
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VII.
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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.
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VIII.
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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.
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IX.
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Ratification of the Company’s Chairman of the Board of Directors, in
accordance with Article 16 of the Company’s by-laws.
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X.
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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.
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XI.
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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.
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XII.
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Ratification and/or designation of the President of the Audit and
Corporate Practices Committee.
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XIII.
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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.
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XIV.
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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.
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GENERAL EXTRAORDINARY SHAREHOLDERS’ MEETING MEETING AGENDA |
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I.
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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.
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II.
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Change in the Company’s legal address, and amending Articles 3 and
52 of the Company’s by-laws.
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III.
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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.
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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
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”.
This press release may contain forward-looking statements. These
statements 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
conditions, 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 01-800-563-0047.
The web site is http://www.lineadenuncia.org/gap.
GAP’s Audit Committee will be notified of all complaints for immediate
investigation.
For more information please visit www.aeropuertosgap.com.mx
Follow us on Twitter:http://twitter.com/aeropuertosGAP
Contacts:
In Mexico
Grupo Aeroportuario del Pacífico, S.A.B.
de C.V.
Miguel Aliaga, 52 (33) 38801100
Institutional and
Public Relations Officer
maliaga@aeropuertosgap.com.mx
or
In
the U.S.
i-advize Corporate Communications
Maria
Barona, 212-406-3691
mbarona@i-advize.com
Source: Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
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