GRUPO AEROPORTUARIO DEL PACIFICO, S.A.B. DE C.V.
ANNOUNCES ANNUAL GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Announces signed by the secretary, published in the newspaper on March 06.
Guadalajara, Jalisco, Mexico, March 5, 2015 - 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 25, 2015, 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 21, 2015 at 1:00 and 2:00 pm, respectively, in the 12th floor of the Torre Pacifico del World Trade Center, located at Avenida Mariano Otero No. 1249, 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, 2014, 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.
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.
ADENDUM
d) The report on operations and activities undertaken by the Board of Directors during the fiscal year ended December 31, 2014, 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, 2013. Instruction to Company officials to comply with tax obligations corresponding to the fiscal year of January 1 to December 31, 2014, in accordance with Article 26, Section III of the Mexican Fiscal Code.
g) Ratification of the decisions taken by the Board of Directors, and release from further obligations in the fulfillment of its duties.
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, 2014 fiscal period; and approval of the external auditor’s report regarding the aforementioned financial statements.
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holding.
III. Proposal to approve from the Company’s net income for the fiscal year ended December 31, 2014, reported in the individual Financial Statements audited in accordance with Mexican GAAP presented in point II of the Agenda, above,which was Ps. 2,105,041,199.00 (TWO BILLION, ONE HUNDRED AND FIVE MILLION, FOURTY ONE THOUSAND, ONE HUNDRED AND NINETY NINE PESOS), the allocation of 5% (FIVE PERCENT) of this amount, or Ps. 105,252,059.95 (ONE HUNDRED AND FIVE MILLION, TWO HUNDRED FIFTY TWO THOUSAND, FIFTY NINE PESOS AND NINETY FIVE CENTS), towards increasing the Company’s legal reserves, with the remaining balance of Ps. 1,999,789,139.05 (ONE BILLION, NINE HUNDRED NINETY NINE MILLION, SEVEN HUNDRED EIGHTY NINE THOUSAND, ONE HUNDRED AND THIRTY NINE PESOS AND FIVE CENTS), 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. 2,198,682,664.05 (TWO BILLION, ONE HUNDRED NINETY EIGHT MILLION, SIX HUNDRED EIGHTY TWO THOUSAND, SIX HUNDRED AND SIXTY FOUR PESOS AND FIVE CENTS),for declaring a dividend equal to Ps. 3.32 per share (THREE PESOS AND THIRTY TWO CENTS), 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. 1.82 per outstanding share as of the payment date (ONE PESO AND EIGHTY TWO CENTS) before August 31, 2015; and
ii) Ps. 1.50 per outstanding share as of the payment date (ONE PESO AND FIFTY CENTS) before December 31, 2015.
V. Cancellation of any amounts outstanding under the share repurchase program approved at the Ordinary Shareholders’ Meeting that took place on April 23, 2014 for Ps. 400,000,00.00 (FOUR HUNDRED MILLION PESOS) and approval of Ps. 850,000,000.00 (EIGHT HUNDRED AND FIFTY 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 21, 2015, 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.
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.
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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 GUZMAN
JOAQUIN VARGAS GUAJARDO
ALVARO FERNANDEZ GARZA
JUAN DIEZ-CANEDO RUIZ
ANGEL LOSADA MORENO
ROBERTO SERVITJE ACHUTEGUI
GUILLERMO HEREDIA CABARGA
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 2014 fiscal year and determination of the compensation to be paid in 2015.
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 Ps. 2.68 per outstanding share (TWO PESOS AND SIXTY EIGHT CENTS) for a total amount of Ps. 1,408,542,465.96 (ONE BILLION FOUR HUNDRED AND EIGHT MILLION FIVE HUNDRED FORTY TWO THOUSAND FOUR HUNDRED SIXTY FIVE PESOS AND NINETY SIX CENTS), and amending Article 6 of the Company’s by-laws.
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 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, 2015.
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
