MURAL NEWSPAPER
REFORMA NEWSPAPER
http://www.psm.economia.gob.mx/PSM/ServletPDF?id_publicacion=13455
GRUPO AEROPORTUARIO DEL PACIFICO, S.A.B. DE C.V.
ANNOUNCES ANNUAL GENERAL ORDINARY AND
EXTRAORDINARY SHAREHOLDERS’ MEETING
Guadalajara, Jalisco, Mexico, March 3, 2016 - 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 our board of directors on February 24, 2016, 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 invites its shareholders to the annual General Ordinary and Extraordinary Shareholders’ Meeting on April 26, 2016 at 1:00 and 2:00 pm, respectively, in the conference room on the 12th floor of Torre Pacifico in the World Trade Center, located at Avenida Mariano Otero 1249-B, 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, 2015, 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.
Accounting Polices.
d) The report on transactions and activities undertaken by our board of directors during the fiscal year ended December 31, 2015, 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, 2014, and instruction to Company officials to comply with tax obligations corresponding to the fiscal year ended December 31, 2015, in accordance with Article 26, Section III of the Mexican Fiscal Code.
II. As a result of the previous reports, release for the members of our board of directors and the officers of the Company 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, 2015 fiscal period; and approval of the external auditor’s report regarding the aforementioned financial statements.
CONSOLIDATED
INDIVIDUAL
IV. Proposal to approve from the Company’s net income for the fiscal year ended December 31, 2015, reported in its unconsolidated financial statements in accordance with MFRSpresented in agenda item III above,which was Ps. 2,404,000,331.00 (TWO BILLION, FOUR HUNDRED AND FOUR MILLION, THREE HUNDRED AND THIRTY ONE PESOS 00/100 M.N.), the allocation of 5% (FIVE PERCENT) of this amount, or Ps. 120,200,017.00 (ONE HUNDRED AND TWENTY MILLION, TWO HUNDRED THOUSAND AND SEVENTEEN PESOS 00/100 M.N.), towards increasing the Company’s legal reserves, with the remaining balance of Ps. 2,283,800,314.00 (TWO BILLION, TWO HUNDRED EIGHTY THREE MILLION, EIGHT HUNDRED THOUSAND, THREE 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.2,287,572,162.00 (TWO BILLION, TWO HUNDRED EIGHTY SEVEN MILLION, FIVE HUNDRED SEVENY TWO THOUSAND, ONE HUNDRED AND SIXTY TWO 00/100 M.N.), for declaring a dividend equal to Ps. 4.07 (FOUR PESOS AND SEVEN 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:
a) Ps. 2.28 (TWO PESOS 28/100 M.N.) per share as of the payment date, to be distributed before August 31, 2016; and
b) Ps. 1.79 (ONE PESO 79/100 M.N.) per share as of the payment date, to be distributed before December 31, 2016.
VI. Cancellation of any amounts outstanding under the share repurchase program approved at the General Ordinary Shareholders’ Meeting that took place on April 21, 2015 for Ps. 850,000,00.00 (EIGHT HUNDRED AND FIFTY MILLION PESOS 00/100 M.N.) and approval of Ps. 950,000,000.00 (NINE 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 26, 2016, 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.
RESUMES.
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.
RESUMES OF THE MEMBERS
INDEPENDENCE LETTERS.
CARLOS CARDENAS GUZMAN
JOAQUIN VARGAS GUAJARDO
ALVARO FERNANDEZ GARZA
JUAN DIEZ CANEDO RUIZ
ANGEL LOSADA MORENO
ROBERTO SERVITJE ACHUTEGUI
GUILLERMO HEREDIA CABARGA.
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 2015 fiscal year and determination of the compensation to be paid in 2016.
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 shareholder equity by a total amount of Ps. 1,750,166,571.51 (ONE BILLION SEVEN HUNDRED AND FIFTY MILLION ONE HUNDRED SIXTY SIX THOUSAND FIVE HUNDRED SEVENTY ONE PESOS 51/100 M.N.) and, consequently, pay Ps. 3.33 (THREE PESOS AND THIRTY THREE 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 21, 2016.
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. The admission card to the Shareholders meeting should be issue according to Company´s bylaws.
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 meeting 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.
Mr. Sergio Enrique Flores Ochoa
Secretary of the Board of Directors
