Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (NYSE:PAC; BMV:GAP)
(the "Company” or "GAP”) today announced the following:
Pursuant to a resolution adopted by the Board of Directors on February
23, 2010, and in accordance with Articles 181 and 182 of the Mexican
General Corporations Law and Article 35 of the Company’s by-laws, GAP
invites the Company’s shareholders to a General Ordinary Shareholders’
Meeting and a General Extraordinary Shareholders’ Meeting at 1:30 pm and
2:00 pm, respectively, on April 27, 2010 at the following location: the
auditorium located on the first floor of the Club de Industriales,
Number 29, Calle de Andrés Bello, Colonia Polanco, Delegacion Miguel
Hidalgo, Mexico City, Mexico, to discuss the following:
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MEETING AGENDA
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GENERAL ORDINARY SHAREHOLDERS’ MEETING
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FIRST - In compliance with Article 28, Section IV of the
Mexican General Corporations Law, the following will be presented
and submitted for approval:
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a) The Chief Executive Officer’s report regarding the results of
operations for the fiscal year ended December 31, 2009, in
accordance with Article 44, Section XI of Mexican Securities Market
Law and Section 172 of the Mexican General Corporations Law,
together with the external auditor’s report on the financial
statements of the Company and its subsidiaries;
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b) The Board of Directors’ comments to the Chief Executive Officer’s
report.
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c) The Board of Directors’ report per Article 172, clause b) of the
Mexican General Corporations Law, which contains the main accounting
policies and criteria, as well as the information used to prepare
the Company’s financial statements.
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d) The report on operations and activities in which the Board of
Directors has intervened during the fiscal year ended December 31,
2009, pursuant to the Mexican Securities Market Law.
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e) The annual report on the activities undertaken by the Audit and
Corporate Practices Committees pursuant to Article 43 of the Mexican
Securities Market Law and the report with respect to the Company’s
subsidiaries.
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f) The report on the Company’s compliance with tax obligations for
the period from January 1, 2009 to December 31, 2009.
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SECOND - Discussion and the approval of the financial
statements of the Company and its subsidiaries, including the
balance sheet, the income statement, the statements of changes in
financial position, and the cash flow statement, in each case for
the fiscal year from January 1, 2009 to December 31, 2009, and
approval of the external auditor’s report regarding the
above-mentioned financial statements.
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THIRD - Approval of the Company’s net income for the period
ended December 31, 2009, which was Ps. 1,199,444,483.00 (ONE
BILLION, ONE HUNDRED AND NINETY NINE MILLION, FOUR HUNDRED FORTY
FOUR THOUSAND, FOUR HUNDRED AND EIGHTY THREE PESOS), such that 5%
(FIVE PERCENT) of this amount, or Ps. 59,972,224.00 (FIFTY NINE
MILLION, NINE HUNDRED SEVENTY TWO THOUSAND, TWO HUNDRED TWENTY
FOUR PESOS) be allocated towards increasing the Company’s legal
reserves, with the remaining balance of Ps. 1,139,472,259 (ONE
BILLION, ONE HUNDRED THIRTY NINE MILLION, FOUR HUNDRED SEVENTY TWO
THOUSAND, TWO HUNDRED AND FIFTY NINE PESOS), allocated to the
account for net income pending allocation.
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FOURTH - Approval of the allocation of net income of Ps.
1,139,472,258 (ONE BILLION, ONE HUNDRED THIRTY NINE MILLION, FOUR
HUNDRED SEVENTY TWO THOUSAND, TWO HUNDRED AND FIFTY EIGHT PESOS)
to pay a dividend of Ps. 1,000,000,000 (ONE BILLION PESOS), or Ps.
1.7825311942959 (ONE POINT SEVEN EIGHT TWO FIVE THREE ONE ONE NINE
FOUR TWO NINE FIVE NINE PESOS) per each of the 561 million
outstanding shares, with a remaining amount of Ps. 139,472,259.00
(ONE HUNDRED THIRTY NINE MILLION, FOUR HUNDRED SEVENTY TWO
THOUSAND, TWO HUNDRED AND FIFTY NINE PESOS). The amount allocated
for a dividend will be paid out in the following manner:
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a) Ps. 750,000,000 (SEVEN HUNDRED FIFTY MILLION PESOS), or Ps.
1.33689839572193 (ONE POINT THREE THREE SIX EIGHT NINE EIGHT THREE
NINE FIVE SEVEN TWO ONE NINE THREE PESOS) for each of the 561
million outstanding shares, on or before May 28, 2010.
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b) Ps. 250,000,000 (TWO HUNDRED FIFTY MILLION PESOS), or Ps.
0.445632798573975 (ZERO POINT FOUR FOUR FIVE SIX THREE TWO SEVEN
NINE EIGHT FIVE SEVEN THREE NINE SEVEN FIVE) for each of the 561
million outstanding shares, on or before November 30, 2010.
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FIFTH - Approval to reduce the amount of Shareholder’s
Equity to Ps. 25,780,554,304.00 (TWENTY FIVE BILLION SEVEN HUNDRED
AND EIGHTY MILLION FIVE HUNDRED AND FIFTY FOUR THOUSAND THREE
HUNDRED AND FOUR PESOS) from Ps. 26,780,554,304.00 (TWENTY SIX
BILLION SEVEN HUNDRED AND EIGHTY MILLION FIVE HUNDRED AND FIFTY
FOUR THOUSAND THREE HUNDRED AND FOUR PESOS) outstanding. This
amount is derived from the audited Shareholders’ Equity as of
December 31, 2009 minus the proposed dividend of Ps.
1,000,000,000.00 (ONE BILLION PESOS), which will be charged to
retained earnings pending distribution.
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SIXTH - Approval to cancel, in accordance with Article 56
of the Mexican Securities Markets Law, the Company’s share
repurchase program which previously authorized share repurchases
for up to Ps. 864,617,000.00 (EIGHT HUNDRED SIXTY FOUR MILLION,
SIX HUNDRED SEVENTEEN THOUSAND PESOS) for the 12 month period
beginning on April 28, 2009. If canceled, the remaining amounts
under this program will be charged to retained earnings.
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SEVENTH - The Nomination and Compensation Committee’s
report with respect to the designation and/or ratification of the
four proprietary members of the Board of Directors and their
respective supplements named by Series "BB” holders.
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This information will be provided at a later date.
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EIGHTH - The Nomination and Compensation Committee’s report
regarding any holder or group of holders of Series "B” shares that
own over 10% of the equity of the Company, and the persons who,
according to Article 15 of the Company’s by-laws, have the right
to designate members of the Board of Directors.
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NINTH – Designation and/or ratification of the individuals
proposed by the Nomination and Compensation Committee that should
be on the Company’s Board of Directors as designated by the Series
"B” holders, proposing the following designations and/or
ratifications:
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The ratification of Mssrs. Jose Manuel Rincon Gallardo, Francisco
Javier Fernandez Carbajal, Ernesto Vega Velasco and Francisco
Glennie y Graue.
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The designation as new directors: Mssrs. Leon Falic, Jaime Cortes
Rocha and Carlos E. Bravo.
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TENTH – The report concerning individual or accumulated
transactions that are equal to or higher 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, transactions with relevant shareholders, in accordance
with Article 29 of the Company’s by-laws.
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ELEVENTH – Adoption of resolutions deemed necessary or
desirable in order to comply with any decisions made during this
meeting.
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MEETING AGENDA
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GENERAL EXTRAORDINARY SHAREHOLDERS’ MEETING
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I. – Proposal for a capital reduction of Ps. 900 million (NINE
HUNDRED MILLION PESOS), to be paid in cash and proportionately
among the total outstanding shares by May 28, 2010.
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II. – Proposal to modify the Company’s by-laws as approved by the Board
of Directors. This information will be provided at a later date.
III. – Adoption of resolutions deemed necessary or desirable in order to
comply with any decisions made during this meeting.
As per 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, specifically April 22, 2010.
In order to attend the meeting, at least twenty-four (24) hours prior to
the meeting, (i) shareholders must deposit their stock certificates or
shares or a receipt of deposit of shares from S.D. Indeval Institucion
para el Deposito de Valores, S.A. de C.V. ("Indeval”) or 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 Law. In order to attend the meeting, shareholders
must present either 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 a person or
persons designated via an official letter (signed by two witnesses or as
otherwise authorized by law). However, with respect to the Company’s
capital stock traded on a stock exchange, the proxy may only verify
his/her identity via Company forms and those will be available to all
shareholders, including any intermediaries of the stock market, 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, available at the office of the
Secretary of the Board of Directors.
GAP informs its shareholders that the Secretary of the Company’s Board
of Directors is Mr. Sergio Enrique Flores Ochoa. His office in
Guadalajara, Jalisco is located at Av. Mariano Otero # 1249-B, 6th
Floor, Col. Rinconada del Bosque, Guadalajara, Jalisco 44530; Tel: (52)
33 3880 1100 ext. 227 or 202. His office in Mexico City is located at
Juan Racine 112, 4th Floor, Col. Los Morales (Polanco),
Delegacion Miguel Hidalgo, Mexico City, Mexico 11510; Tel: (52) 55 5580
1321, fax: 55 55 80 69 04; Email: sflores@aeropuertosgap.com.mx.
The complementary information corresponding to the proposals in this
Shareholders’ Meeting announcement may be found on the Company’s website
at www.aeropuertosgap.com.mx.
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, Bajio, 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
800-759-0045. GAP’s Audit Committee will be notified of all complaints
for immediate investigation.
For more information, please visit www.aeropuertosgap.com.mx.
