Pursuant to a resolution adopted by our Board of Directors on
ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING
AGENDA
- In compliance with Article 28, Section IV of the Mexican Securities Market Law, the following will be presented and, if applicable, submitted for approval:
- The Chief Executive Officer’s report regarding the results of operations for the fiscal year ended
December 31, 2022 , 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 recent financial statements for the fiscal year endedDecember 31, 2022 , under both standards, as well as the 2022 Sustainability Report. - Board of Directors’ opinion of the Chief Executive Officer’s report.
- Board of Directors’ report in accordance with Article 172, clause b, of the Mexican
General Law of Commercial Corporations, regarding the Company’s main accounting policies and criteria, as well as the information used to prepare the Company’s financial statements. - Report on transactions and activities undertaken by the Company’s Board of Directors during the fiscal year ended
December 31, 2022 , pursuant to the Mexican Securities Market Law. - 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 the ratification of the actions of the various committees, and release from further obligations. - Report on the Company’s compliance with tax obligations for the fiscal year from
January 1 to December 31, 2021 , and an instruction to Company officers to comply with tax obligations corresponding to the fiscal year fromJanuary 1 and endedDecember 31, 2022 , in accordance with Article 26, Section III of the Mexican Fiscal Code.
- The Chief Executive Officer’s report regarding the results of operations for the fiscal year ended
- As a result of the reports in item I above, ratification of the actions of our Board of Directors and officers and release from further obligations in the fulfillment of their duties.
- Presentation, discussion, and submission for approval of the Company’s financial statements for the fiscal year from
January 1 to December 31, 2022 , on an unconsolidated 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 IFRS for their publication to financial markets, with respect to our operations that took place during the fiscal year fromJanuary 1 to December 31, 2022 ; and approval of the external auditor’s report regarding both aforementioned financial statements. - Proposal to approve from the Company’s net income for the fiscal year ended
December 31, 2022 , reported in its unconsolidated financial statements, presented in agenda item III above and audited in accordance with MFRS, which was Ps. 8,882,181,314.00 (EIGHT BILLION EIGHT HUNDRED EIGHTY-TWO MILLION ONE HUNDRED EIGHTY-ONE THOUSAND THREE HUNDREDFOURTEEN PESOS 00/100 M.N.), the allocation of Ps. 444,109,066.00 (FOUR HUNDRED FORTY-FOUR MILLION ONE HUNDREDNINE THOUSAND SIXTY-SIX PESOS 00/100 M.N.), towards increasing the Company’s legal reserve, which represents 5% (FIVE PERCENT) of the net income, in accordance with Article 20 of the MexicanGeneral Law of Commercial Corporations, with the remaining balance of Ps. 8,438,072,248.00 (EIGHT BILLION FOUR HUNDRED THIRTY-EIGHT MILLION SEVENTY-TWO THOUSANDTWO HUNDRED FORTY-EIGHT PESOS 00/100 M.N.) to be allocated to the retained earnings account. - Presentation, discussion and submission for approval that from the retained earnings account pending application which amounts to a total of Ps. 11,685,291,653.00 (ELEVEN BILLION SIX HUNDRED EIGHTY-FIVE MILLION TWO HUNDRED NINETY-ONE THOUSAND
SIX HUNDRED FIFTY-THREE PESOS 00/100 M.N.), a dividend will be declared equal to Ps. 14.84 (FOURTEEN PESOS 84/100 M.N.) pesos per share, to be paid to the holders of each share outstanding on the payment date, excluding any shares repurchased by the Company in accordance with Article 56 of the Mexican Securities Market Law; any amounts of retained earnings pending application remaining after the payment of such dividend will remain in the retained earnings account pending application. The dividend will be payable in one or more installments within 12 (twelve) months afterApril 13, 2023 . - Proposal, discussion, and if applicable, approval of the cancellation of the outstanding balance, as of the date of the General Ordinary Shareholders’ Meeting, under the Share Repurchase Program approved at the General Ordinary Shareholders’ Meeting that took place on
April 22, 2022 , which amounts to Ps. 499,486,566.00 (FOUR HUNDRED NINETY-NINE MILLION FOUR HUNDRED EIGHTY-SIX THOUSANDFIVE HUNDRED SIXTY-SIX PESOS 00/100). Furthermore, the approval of Ps. 2,500,000,000.00 (TWO BILLION FIVE HUNDRED MILLIONPESOS 00/100 M.N.) as the maximum amount to be allocated to the repurchase of the Company’s shares or credit instruments that represent such shares for the 12-month period followingApril 13, 2023 , in accordance with Article 56, Section IV of the Mexican Securities Market Law. - The report regarding the designation or ratification of the four members of the Board of Directors and their respective alternates appointed by the Series BB shareholders.
- Ratification and/or designation of the persons that will serve as members 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 common stock.
- 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 certification of independence.
- Ratification and/or designation of the Chairman of the Company’s Board of Directors, in accordance with Article 16 of the Company’s by-laws.
- Ratification of the compensation paid to the members of the Company’s Board of Directors during the 2022 fiscal year and determination of the compensation to be paid in 2023.
- 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. - Ratification and/or designation of the President of the
Audit and Corporate Practices Committee . - 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 outsideMexico , or, if applicable, regarding transactions with relevant shareholders. - Appointment and designation of special delegates to appear before a public notary and present 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
AGENDA
- Proposal to approve the cancellation of 7,024,113 (SEVEN MILLION TWENTY-FOUR THOUSAND ONE HUNDRED THIRTEEN) shares held in the Company’s treasury.
- Perform all corporate legal formalities required, including the amendment of Article 6 of the Company’s by-laws, derived from the adoption of resolutions at this shareholders’ meeting.
- Proposal for approval of amendment of the Company's Bylaws to add Article 29 Bis to create the Sustainability Committee. This committee will be a delegated body of the Board of Directors. Therefore, the Board of Directors will determine its duties and integration.
- Appointment and designation of special delegates to appear before a public notary and present 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.
Shareholders are reminded that in accordance with Article 36 of the Company’s by-laws, 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.
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
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.
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 common 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 agendas, 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.
Shareholders are invited to contact the Company should they have need for any additional information.
Company Description
Grupo Aeroportuario del Pacífico,
This press release may contain forward-looking statements. These statements are statements that 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 condition, 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
IR Contacts: | |
svillarreal@aeropuertosgap.com.mx | |
asoto@aeropuertosgap.com.mx | |
gmurillo@aeropuertosgap.com.mx / +52-33-3880-1100 ext. 20294 |
Source: Grupo Aeroportuario del Pacífico,
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