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Grupo Aeroportuario del Pacifico, S.A.B. de C.V. Announces Annual General Ordinary Shareholders’ Meeting

Dépèche transmise le 15 mars 2011 par Business Wire

Grupo Aeroportuario del Pacifico, S.A.B. de C.V. Announces Annual General Ordinary Shareholders’ Meeting

Grupo Aeroportuario del Pacifico, S.A.B. de C.V. Announces Annual General Ordinary Shareholders’ Meeting

GUADALAJARA, Mexico--(BUSINESS WIRE)--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 22, 2011, and in accordance with Articles 181 and other applicable Articles 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 at 12:30 p.m. on April 27, 2011 in the ANDROMEDA Salón at the Hotel Nikko in Mexico City, D.F., to discuss the following:

 

MEETING AGENDA
GENERAL ORDINARY SHAREHOLDERS’ MEETING

 
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, 2010, 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.
 
b) The Board of Directors’ comments to the Chief Executive Officer’s report.
 
c) The Board of Directors’ report per Article 172, clause b) of the Mexican General Corporations Law, which contains the Company’s critical accounting policies and criteria, as well as the information used to prepare the Company’s financial statements.
 
d) The report on operations and activities in which the Board of Directors intervened during the fiscal year ended December 31, 2010, pursuant to the Mexican Securities Market Law.
 
e) The annual report on the activities undertaken by the Audit and Corporate Practices Committee pursuant to Article 43 of the Mexican Securities Market Law.
 
f) The report on the Company’s compliance with tax obligations for the period from January 1, 2009 to December 31, 2009.
 
II

Discussion and the approval of the financial statements of the Company and its subsidiaries, including the balance sheet, the income statement, the statement of changes in financial position, and the cash flow statement, in each case for the fiscal year from January 1, 2010 to December 31, 2010, and approval of the external auditor’s report regarding the above-mentioned financial statements.

 

III 

Approval of the Company’s net income for the period ended December 31, 2010, which was Ps. 1,500,160,109.00 (ONE BILLION, FIVE HUNDRED MILLION, ONE HUNDRED SIXTY THOUSAND, ONE HUNDRED AND NINE PESOS), such that 5% (FIVE PERCENT) of this amount, or Ps. 75,008,005.00 (SEVENTY FIVE MILLION, EIGHT THOUSAND AND FIVE PESOS) be allocated towards increasing the Company’s legal reserves, with the remaining balance of Ps. 1,425,152,104. (ONE BILLION, FOUR HUNDRED TWENTY FIVE MILLION, ONE HUNDRED FIFTY TWO THOUSAND, ONE HUNDRED AND FOUR PESOS), allocated to the account for net income pending allocation.

 
IV Approval to pay a dividend of Ps. 1.9231 (ONE POINT NINE TWO THREE ONE PESOS) per each of the 540,782,400 outstanding shares, excluding the number of repurchased shares as per Article 56 of Mexican General Corporations Law from our net income pending allocation which is equal to Ps. 1,428,888,771.00 (ONE BILLION, FOUR HUNDRED TWENTY EIGHT MILLION, EIGHT HUNDRED EIGHTY EIGHT THOUSAND, SEVEN HUNDRED AND SEVENTY ONE PESOS). The remaining net income pending application following the dividend payment will remain as net income pending application. The dividend will be paid out in the following manner:
 
a) $1.4424 (ONE POINT FOUR FOUR TWO FOUR PESOS) on or before May 31, 2011.
 

b) $0.4807 (POINT FOUR EIGHT ZERO SEVEN PESOS) on or before November 30, 2011.

   
V The report on the repurchase of shares and approval of the maximum amount of resources approved by the Shareholder meeting to take place on July 22, 2011, the cancellation of the amount pending to repurchase corresponding to the maximum amount approved by the shareholders on July 22, 2010 and the maximum amount of resources to be allocated toward the repurchase of the Company’s shares or of credit instruments that represent these shares for the amount of Ps. 473,500,000.00 (FOUR HUNDRED AND SEVENTY THREE MILLION FIVE HUNDRED THOUSAND PESOS) for the 12 month period after April 27, 2011, in accordance with Article 56, Section IV of the Mexican Securities Market Law.
 
VI The report regarding the designation or ratification of the four proprietary members of the Board of Directors and their respective alternates named by the Series BB shareholders.
 
VII The Nomination and Compensation Committee’s report regarding the nomination proposal for directors by any holder or group of holders of Series “B” shares that own 10% (ten percent) or more of the Company’s equity, and who, according to Article 15 of the Company’s by-laws, have a right to designate and/or revoke the nomination of a member of the Board of Directors.
 
VIII The Nomination and Compensation Committee’s proposal of people that should comprise the Company’s Board of Directors to be designated by Series “B” shareholders and the assessment of their independence.
 
IX Approval of the nomination of Mr. Guillermo Díaz de Rivera Alvarez as Chairman of the Company’s Board of Directors in accordance with Article 16 of the Company’s By-Laws.
 
X Ratification or modification of the salaries corresponding to those who comprise the Company’s Board of Directors during the 2010 period to be applied in 2011.
 
XI Proposal to reelect Mr. Francisco Glennie y Graue as a member of the Board of Directors on behalf of Series “B” shareholders so that he may continue to be a member of the Company’s Nomination and Compensation Committee in accordance with Article 29 of the Company’s By-Laws.
 
XII Proposal to re-elect Mr. José Manuel Rincón Gallardo Purón as a member of the Board of Directors and the Nomination and Compensation Committee’s proposal to nominate this member 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 for 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, by transactions with relevant shareholders.
 
XIV Adoption of resolutions deemed necessary or desirable in order to comply with any decisions made during this meeting.
 

Shareholders are reminded that 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 on April 20, 2011, three (3) business days prior to the date of this meeting.

In order to attend the meeting, at least one business day prior to the meeting (i) shareholders must deposit their stock certificates, 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 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 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 by a power of attorney (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. These 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 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.

Business Wire

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