Press Release: Resolutions Adopted at the Annual General Ordinary and Extraordinary Shareholders' Meeting for Grupo Aeroportuario del Pacifico on April 24, 2025

Dow Jones
25 Apr

Resolutions Adopted at the Annual General Ordinary and Extraordinary Shareholders' Meeting for Grupo Aeroportuario del Pacifico on April 24, 2025

GUADALAJARA, Mexico, April 24, 2025 (GLOBE NEWSWIRE) -- Grupo Aeroportuario del Pacífico, S.A.B. de C.V., (NYSE: PAC; BMV: GAP) ("the Company" or "GAP") announces the following resolutions adopted at the Annual General Ordinary Shareholders' Meetings today, with a quorum of 88.5%:

I. In compliance with Article 28, Section IV of the Mexican Securities Market Law, the following were APPROVED:

   1. The Chief Executive Officer's report regarding the results of operations 
      for the fiscal year ended December 31, 2024, in accordance with Article 
      44, Section XI of the Mexican Securities Market Law and Article 172 of 
      the Mexican General Corporate 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 
      under both standards, as well as the 2024 Sustainability Report. 
 
   2. Board of directors' opinion on the Chief Executive Officer's report. 
 
   3. Board of directors' report in accordance with Article 172, clause b, of 
      the Mexican General Corporate Law, regarding the Company's main 
      accounting policies and criteria, as well as the information used to 
      prepare the Company's financial statements. 
 
   4. Report on transactions and activities undertaken by the Company's board 
      of directors during the fiscal year ended December 31, 2024, pursuant to 
      the Mexican Securities Market Law. 
 
   5. 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. 
 
   6. Report on the Company's compliance with tax obligations for the fiscal 
      year from January 1 to December 31, 2023, and an instruction to Company 
      officials to comply with tax obligations corresponding to the fiscal year 
      from January 1 and ended December 31, 2024, in accordance with Article 
      26, Section III of the Mexican Fiscal Code. 

II. RATIFICATION of the actions of our Board of Directors and officers and RELEASE from further obligations in the fulfillment of their duties.

III. APPROVAL of the Company's financial statements for the fiscal year from January 1 to December 31, 2024, 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. 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 from January 1 to December 31, 2024, and APPROVAL of the external auditor's report regarding both aforementioned financial statements.

IV. APPROVAL that from the Company's net income for the fiscal year ended December 31, 2024, reported in its unconsolidated financial statements, presented in the agenda item III above and audited in accordance with MFRS, which was Ps. 8,279,790,417.00 (EIGHT BILLION TWO HUNDRED SEVENTY-NINE MILLION SEVEN HUNDRED NINETY THOUSAND, FOUR HUNDRED SEVENTEEN PESOS 00/100 M.N.), the allocation of the entire amount towards increasing the Company's retained earnings account, without separating an amount for the Company's legal reserves, given that the account currently represents more than 20% of the historical common stock of the Company, thereby meeting the requirement established in Article 20 of the Mexican General Corporate Law. In addition, APPROVAL to cancel from the Company's current legal reserve such amount exceeding 20% of the historical common stock of the Company, in accordance with the requirements established in Articles 20 and 21 of the Mexican General Corporate Law and allocating said excess amount to the Company's retained earnings account.

V. APPROVAL that from the retained earnings account which amounts to a total of Ps. 18,864,285,272.00 (EIGHTEEN BILLION EIGHT HUNDRED SIXTY-FOUR MILLION TWO HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED SEVENTY-TWO PESOS 00/100 M.N.), a dividend equal to Ps.16.84 (SIXTEEN 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 account remaining after the payment of such dividend will remain in the retained earnings account. The dividend will be payable in one or more installments within 12 (twelve) months after April 24, 2025.

VI. APPROVAL of the cancellation of any amounts outstanding under the share repurchase program approved at the Annual General Ordinary Shareholders' Meeting that took place on April 25, 2024, which amounts to Ps. 2,500,000,000.00 (TWO BILLION FIVE HUNDRED MILLION PESOS 00/100 M.N.), and the APPROVAL of Ps. 2,500,000,000.00 (TWO BILLION FIVE HUNDRED MILLION PESOS 00/100 M.N.) as the maximum amount to be allocated towards the repurchase of the Company's shares or credit instruments that represent such shares for the 12-month period following April 24, 2025, in accordance with Article 56, Section IV of the Mexican Securities Market Law.

VII. RATIFICATION AND DESIGNATION of the four members of the Board of Directors and their respective alternates appointed by the Series BB shareholders as follows:

 
Proprietary members Laura Díez     Alternate members 
Barroso Azcárraga Emilio Rotondo    Claudia Laviada Díez Barroso 
Inclán Juan Gallardo Thurlow        Carlos Manuel Porrón Suárez 
Mónica Sánchez Navarro         Alejandro Cortina Gallardo 
Rivera Torres                            Carlos Alberto Rohm Campos 
 
 

VIII. It is registered that there was no designation of person(s) that will serve as member(s) of the Company's Board of Directors, 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 of Carlos Cárdenas Guzmán, Ángel Losada Moreno, Joaquín Vargas Guajardo, Juan Diez-Canedo Ruíz, Luis Téllez Kuenzler, Alejandra Palacios Prieto and Alejandra Yazmín Soto Ayech, as members of the Board of Directors, designated by the Series "B" shareholders.

As of this date, the Board of Directors will be comprised as follows:

 
Proprietary members Laura Díez     Alternate members 
Barroso Azcárraga Emilio Rotondo    Claudia Laviada Díez Barroso 
Inclán Juan Gallardo Thurlow        Carlos Manuel Porrón Suárez 
Mónica Sánchez Navarro         Alejandro Cortina Gallardo 
Rivera Torres Carlos Cárdenas       Carlos Alberto Rohm Campos 
Guzmán Ángel Losada Moreno     Not applicable 
Joaquín Vargas Guajardo Juan        Not applicable 
Diez-Canedo Ruíz Luis Téllez   Not applicable 
Kuenzler Alejandra Palacios Prieto       Not applicable 
Alejandra Yazmín Soto Ayech         Not applicable 
                                         Not applicable 
                                         Not applicable 
 
 

X. RATIFICATION of Mrs. Laura Díez Barroso Azcárraga as Chairwoman of the Company's Board of Directors, and the designation of Mrs. Claudia Laviada Díez Barroso as Alternate, in accordance with Article 16 of the Company's by-laws.

XI. APPROVAL of (i) the compensation paid to the members of the Company's Board of Directors during the 2024 fiscal year and (ii) the compensation to be paid to the Company's Board of Directors for the 2025 fiscal year proposed by the Compensation and Nominations Committee.

XII. RATIFICATION of Mr. Luis Tellez Kuenzler, as 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 of Mr. Carlos Cárdenas Guzmán as President of the Audit and Corporate Practices Committee.

XIV. It was INFORMED 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. APPROVAL of special delegates that can appear before a notary public to formalize the resolutions adopted at this meeting.

Company Description:

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April 24, 2025 21:18 ET (01:18 GMT)

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