Resolutions Adopted at the Annual General Ordinary Shareholders’ Meeting for Grupo Aeroportuario Del Pacifico on April 22, 2026
GUADALAJARA, Mexico, April 23, 2026 (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 held yesterday, with a quorum of 84.01%:
| I. | In compliance with Article 28 section IV of the Securities Market Law, the following were approved: | |
| a) | The Chief Executive Officer’s report regarding the results of operations for the fiscal year ended December 31, 2025, 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”), based on the latest statements of financial position for fiscal year 2025 under both standards, as well as the Sustainability Report for fiscal year 2025. | |
| b) | Board of directors’ opinion on the Chief Executive Officer’s report. | |
| c) | Board of directors’ report in accordance with Article 172, clause b, of the Mexican General Corporations Law, regarding the Company’s main accounting policies and criteria, as well as the information used to prepare the Company’s financial statements. | |
| d) | Report on transactions and activities undertaken by the Company’s Board of Directors during the fiscal year ended December 31, 2025, pursuant to the Mexican Securities Market Law. | |
| e) | Report on the activities carried out by the Audit and Corporate Practices Committee in accordance with Article 43 of the Securities Market Law. Ratification of the actions taken by the different committees and release from further obligations in the fulfillment of their duties. | |
| f) | Report on compliance with the Company’s tax obligations for the fiscal year from January 1 to December 31, 2024. Instruction to the Company’s officers to comply with the corresponding tax obligations for the fiscal year from January 1 to December 31, 2025, in accordance with Article 26 section III of the Mexican Fiscal Code. | |
| II. | Ratification of the actions of our Board of Directors and the Company’s management and release from further obligations in the fulfillment of their duties. | |
| III. | Approval of the Company’s non-consolidated financial statements for the period from January 1 to December 31, 2025, prepared under MFRS for purposes of the legal reserve, profit allocation, calculation of tax effects of dividend payments and capital reductions, if applicable. Also, the consolidated financial statements of the Company and its subsidiaries prepared under IFRS for publication in the securities markets, regarding the operations carried out during the fiscal year from January 1 to December 31, 2025, and approval of the external auditor’s opinion with respect to both financial statements. | |
| IV. | Approval that the net income obtained by the Company during the fiscal year ended December 31, 2025, reported in the Company’s non-consolidated financial statements presented to the meeting under Item III above and audited under MFRS, amounting to $9,343,142,610.00 (NINE BILLION THREE HUNDRED FORTY-THREE MILLION ONE HUNDRED FORTY-TWO THOUSAND SIX HUNDRED TEN PESOS 00/100 M.N.), be fully transferred to the account of retained earnings pending allocation, without setting aside any amount for the legal reserve fund, since the current fund represents 20% of the historical capital stock required by Article 20 of the Mexican General Corporations Law. | |
| V. | Approval that from the retained earnings pending allocation account, which amounts to $20,379,864,675.00 (TWENTY BILLION THREE HUNDRED SEVENTY-NINE MILLION EIGHT HUNDRED SIXTY-FOUR THOUSAND SIX HUNDRED SEVENTY-FIVE PESOS 00/100 M.N.), a dividend of $20.80 (TWENTY PESOS 80/100 M.N.) per share be declared, payable to the holders of each of the shares outstanding on the payment date, excluding the shares repurchased by the Company in accordance with Article 56 of the Securities Market Law. The remaining balance, after the dividend payment, will remain in the retained earnings pending allocation account. The dividend will be payable in one or more installments within the 12 (twelve) months following April 22, 2026. | |
| VI. | Approval of the cancellation of any amount outstanding under the share repurchase program approved at the Annual General Ordinary Shareholders’ Meeting held on April 24, 2025, in the amount of $2,500,000,000.00 (TWO BILLION FIVE HUNDRED MILLION PESOS 00/100 M.N.). Also, approval of the maximum amount to be allocated for the repurchase of the Company’s own shares or securities representing such shares for an amount of $2,500,000,000.00 (TWO BILLION FIVE HUNDRED MILLION PESOS 00/100 M.N.), for the period of 12 (twelve) months following April 22, 2026, in accordance with Article 56 section IV of the Securities Market Law. | |
| VII. | Acknowledge of the designation of the four principal members of the Board of Directors and their respective alternates appointed by the Series “BB” shareholders as follows: | |
| Proprietary members Alternate members Laura Díez Barroso Azcárraga Claudia Laviada Díez Barroso Emilio Rotondo Inclán Roberto Ángel Ramírez García Juan Gallardo Thurlow Mónica Sánchez Navarro Rivera Torres María de los Reyes Escrig Teigeiro 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 and designation of Carlos Cárdenas Guzmán, Ángel Losada Moreno, Joaquín Vargas Guajardo, Juan Diez-Canedo Ruíz, Luis Téllez Kuenzler, Jerónimo Marcos Gerard Rivero 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 Alternate members Laura Díez Barroso Azcárraga Claudia Laviada Díez Barroso Emilio Rotondo Inclán Roberto Ángel Ramírez García Juan Gallardo Thurlow Mónica Sánchez Navarro Rivera Torres María de los Reyes Escrig Teigeiro Carlos Alberto Rohm Campos Carlos Cárdenas Guzmán Not applicable Ángel Losada Moreno Not applicable Joaquín Vargas Guajardo Not applicable Juan Diez-Canedo Ruíz Not applicable Luis Téllez Kuenzler Not applicable Jerónimo Marcos Gerard Rivero Not applicable Alejandra Yazmín Soto Ayech Not applicable | |
| X. | Ratification of Mrs. Laura Díez Barros Azcárraga as Chairwoman of Company’s the Board of Directors, in accordance with Article Sixteenth of the Company’s bylaws. | |
| XI. | Approval of the compensation paid to members of the Company’s Board of Directors during fiscal year 2025 and the compensation to be paid to the Company’s Board of Directors for the 2026 fiscal year proposed by the Compensation and Nominations Committee. | |
| XII. | Ratification of Mr. Luis Téllez Kuenzler, as member of our Board of Directors designated by the Series “B” shareholders to serve as member of the Nominations and Compensation Committee, in accordance with Article Twenty-Eighth 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 in accordance with Article Twenty-Ninth of the Company’s bylaws regarding transactions involving the acquisition of goods or services, contracting of works, or sale of assets equal to or greater than US$3,000,000 (THREE MILLION U.S. DOLLARS) or its equivalent in Mexican pesos or other currencies, or transactions carried out by relevant shareholders, if any. | |
| XV. | Approval of special delegates that can appear before a Notary Public to formalize the resolutions adopted at this meeting. |
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, Guanajuato, 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”. In April 2015, GAP acquired 100% of Desarrollo de Concessioner Aeroportuarias, S.L., which owns a majority stake in MBJ Airports Limited, a company operating Sangster International Airport in Montego Bay, Jamaica. In October 2018, GAP entered into a concession agreement for the Norman Manley International Airport operation in Kingston, Jamaica, and took control of the operation in October 2019.
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 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 involve criminal conduct or violations. The telephone number in Mexico, facilitated by a third party responsible for collecting these complaints, is 800 04 ETICA (38422) or WhatsApp +52 55 6538 5504. The website is www.lineadedenunciagap.com or by email at denuncia@lineadedenunciagap.com. GAP’s Audit Committee will be notified of all complaints for immediate investigation.
| Alejandra Soto Investor Relations and Social Responsibility Officer Gisela Murillo, Investor Relations | asoto@aeropuertosgap.com.mx gmurillo@aeropuertosgap.com.mx +52 33 3880 1100 ext. 20294 |
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