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Grupo Aeroportuario Del Pacifico, S.A.B. De C.V. Announces Resolutions Adopted And Events Occurred At The April 16, 2012 Annual General Ordinary Shareholders’ Meeting

Stock quotes in this article: GAP, PAC

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (NYSE: PAC; BMV: GAP) (“the Company” or “GAP”) today announced that the following actions and developments took place during the Company’s General Annual Shareholders’ Meeting held April 16, 2012:

Resolutions of the Meeting:

 

I

 

The following reports were approved:

 

a)

 

The Chief Executive Officer’s report regarding the results of operations for the fiscal year ended December 31, 2011, 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’ opinion regarding the Chief Executive Officer’s report.

 

c)

The Board of Directors’ report pursuant to 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, 2011, 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 fiscal year from January 1, 2010 to December 31, 2010.

 

g)

Ratification of the decisions taken by the Board of Directors during the 2011 period, including nominations of provisional directors that took place for co-optation during this period.

 

II

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, with respect to the January 1, 2011 to December 31, 2011 fiscal year, 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, 2011, which was Ps. 1,484,441,049 (ONE BILLION, FOUR HUNDRED EIGHTY-FOUR MILLION, FOUR HUNDRED FORTY-ONE THOUSAND, FORTY NINE PESOS), 5% (FIVE PERCENT) of this amount, or Ps. 74,222,052 (SEVENTY FOUR MILLION, TWO HUNDRED AND TWENTY TWO THOUSAND AND FIFTY-TWO PESOS) be allocated towards increasing the Company’s legal reserves, with the remaining balance of Ps. 1,410,218,997 (ONE BILLION, FOUR HUNDRED TEN MILLION, TWO HUNDRED EIGHTEEN THOUSAND, NINE HUNDRED AND NINETY SEVEN PESOS) allocated to the account for net income pending allocation.

 

IV

Approval that from the account for net income pending allocation which is equal to Ps. 1,416,688,649 (ONE BILLION, FOUR HUNDRED SIXTEEN MILLION, SIX HUNDRED EIGHTY EIGHT THOUSAND, SIX HUNDRED AND FORTY NINE PESOS) a dividend is declared to be paid in the amount of Ps. 1,130,000,000 (ONE BILLION, ONE HUNDRED THIRTY MILLION PESOS), to be divided among each outstanding share as of the payment date, excluding the shares repurchased by the Company as of each payment date per Article 56 of Mexican Securities Market Law; the remaining net income pending application once the dividend has been paid will remain as net income pending application. The dividend will be paid in the following manner:

 

a)

$ 847,500,000.00 (EIGHT HUNDRED FORTY SEVEN MILLION, FIVE HUNDRED THOUSAND PESOS) on or before May 31, 2012.

 

b)

$ 282,500,000.00 (TWO HUNDRED EIGHTY TWO MILLION, FIVE HUNDRED THOUSAND PESOS) on or before November 30, 2012.

 

V

The approval of the report on the repurchase of shares and approval of the maximum amount of resources approved by the Shareholder meeting which took place on April 27, 2011, the cancellation of the amount pending to repurchase with respect to the maximum amount approved by the shareholders on April 27, 2011 and the approval of 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. 280,000,000 (TWO HUNDRED EIGHTY MILLION PESOS) for the 12 month period after April 16, 2012.

 

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, which is as follows:

 
 

Proprietary

 

Alternate

Eduardo Sánchez Navarro Redo

Laura Diez Barroso Azcárraga

José Vicente Corta Fernández

María de los Reyes Escrig Teigeiro

Javier Marín San Andrés

Rodrigo Marabini Ruiz

Carlos Del Río Carcaño

Julián Fernández Rodes

 

VII

the appointment of Mr. Eduardo Gallástegui Armella as board member of the Series “B” shareholders of group of shareholders, that individually or jointly represent 10% or more of the capital stock was approved.

 

VIII

Approval of the Nomination and Compensation Committee’s proposal of nominees to the Company’s Board of Directors as representatives of Series “B” shareholders:

 

Joaquín Vargas Guajardo

Alfredo Elías Ayub

Ángel Losada Moreno

Roberto Servitje Achutegui

Enrique Castillo Sánchez Mejorada

Carlos Cárdenas Guzmán

 

IX

Approval that the Company’s Board of Directors is comprised as follows, effective immediately:

 

Proprietary

Alternate

Eduardo Sánchez Navarro Redo

Laura Diez Barroso Azcárraga

José Vicente Corta Fernández

María de los Reyes Escrig Teigeiro

Javier Marín San Andrés

Rodrigo Marabini Ruiz

Carlos Del Río Carcaño

Julián Fernández Rodes

Joaquín Vargas Guajardo

Not applicable

Alfredo Elías Ayub

Not applicable

Ángel Losada Moreno

Not applicable

Roberto Servitje Achutegui

Not applicable

Enrique Castillo Sánchez Mejorada

Not applicable

Carlos Cárdenas Guzmán

Not applicable

Eduardo Gallástegui Armella

Not applicable

 

X

The appointment of Mr. Eduardo Sánchez Navarro Redo as Chairman of the Company’s Board of Directors and Mrs. Laura Diez Barroso Azcárraga as alternate was approved.

 

XI

The compensation proposed by the Nomination and Compensation Committee for the Company’s Board of Directors for the 2012 period was approved.

 

XII

The designation of Mr. Alfredo Elías Ayub was approved as member of the Board of Directors on behalf of Series “B” shareholders so they may be a member of the Company’s Nomination and Compensation Committee in accordance with Article 28 of the Company’s By-Laws.

 

XIII

The appointment of Mr. Carlos Cárdenas Guzmán as President of the Audit and Corporate Practices Committee was approved.

 

XIV

The report complying 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, if any, was delivered.

 

XV

The approval to designate as delegates of this shareholder meeting Mr. Fernando Bosque Mohíno, Mr. Sergio Flores Ochoa, Mr. Antonio Franck Cabrera and/or Ms. Erica Barba Padilla so that they may indistinctly, and as deemed necessary, present to a Notary of their choice the minutes of this meeting to be notarized, publish the necessary documents to comply with the resolutions adopted at these meetings, fulfill the applicable legal requirements, present the necessary information to the Comisión Nacional Bancaria y de Valores, the Bolsa Mexicana de Valores, S.A. de C.V., the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., or any other entity or institution, and to undertake each and every necessary action to make the resolutions adopted at this meeting effective.

 

The General Ordinary Shareholders’ meeting took place with a Quorum of 72.93%; all resolutions were approved by majority vote.

 

 

The Extraordinary Shareholders’ Meeting was not able to take place as the required 75% quorum was not reached. Therefore, a future date must be set by the Board.

 

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”.

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