MEXICO CITY, Mexico – Grupo Aeroportuario del Sureste, SAB de CV (ASUR) the first privatized airport group in Mexico and operator of Cancún Airport and eight other airports in southeast Mexico, as well as a 50% JV partner in Aerostar Airport Holdings, LLC, operator of the Luis Muñoz Marín International Airport in San Juan, Puerto Rico, today announced that its General Annual Ordinary Shareholders’ Meeting will be held on April 26, 2016 and announced the agenda for the meeting.
The following is the complete text of the call for the shareholders’ meeting:
CALL TO ASSEMBLY FOR ORDINARY ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
By resolution of the Board of Directors adopted at the meeting held on March 10, 2016 and pursuant to the provisions of Articles 36, 37 and other provisions of the bylaws of Grupo Aeroportuario del Sureste, S.A.B. de C.V. (the “Company”) and Articles 181 and 183 of the General Corporations Law (“Ley General de Sociedades Mercantiles”), the Company’s shareholders are hereby called to attend the Ordinary Annual General Shareholders’ Meeting (the “Meeting”), which will take place at 10 o’clock a.m. on the April 26, 2016, at the Company’s offices at Bosque de Alisos No. 47-A 4th floor, Colonia Bosque de las Lomas, 05120, Mexico City, Mexico, in order to discuss the following matters:
A G E N D A
I. Presentation and, if applicable, approval of the following:
a. Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law (“Ley del Mercado de Valores”), accompanied by the independent auditor’s report, in connection with the operations and results for the fiscal year ended December 31, 2015, as well as of the Board of Directors’ opinion of the content of such report;
b. Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company;
c. Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law;
d. Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2015;
e. Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company’s subsidiaries. Resolutions thereon; and
f. Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2014, in accordance with Article 76, section XIX of the Income Tax Law. Resolutions thereon.
II. Proposal on and, if applicable, approval of the application of the Company’s results for the year:
a. Proposal for increase of the legal reserve;
b. Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $5.61 (five pesos and sixty one cents Mexican legal tender) for each of the ordinary “B” and “BB” Series shares;
c. Proposal and, if applicable, approval of the maximum amount that may be used by the Company to repurchase its shares in 2016 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. Resolutions thereon.
III. Ratification, if applicable, of the administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2015 and appointment or ratification, as applicable, of (i) the persons who comprise or will comprise the Board of Directors of the Company, once assessed as independent, as applicable, (ii) the Chairperson of the Audit Committee, and (iii) the persons who serve or will serve on the Committees of the Company; determination of corresponding compensations. Resolutions thereon.
IV. Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions. Resolutions thereon. .
Subject to the provisions of the paragraph immediately following this one, in order to have the right to attend the Meeting, the shareholders shall (i) be registered on the Company Shareholder Register, which will be closed three days prior to the date set for the Meeting, that is, on April 21, 2016; and (ii) have obtained their admission pass.
In order to have the right to attend the Meeting, at the latest on the working day before the Meeting (i) the shareholders shall deposit at the Company’s offices, with S.D. Indeval, S.A. de C.V., Institución para el Depósito de Valores (“Indeval”) or with any national or foreign financial credit institution, their share certificates or the receipts or other proof of deposit issued by any such institutions, and (ii) the brokerage houses and the other depositaries at Indeval shall present a list containing the names, addresses, nationalities and number of shares of the shareholders that they will represent at the Meeting. Upon receipt of such documents, the Company shall issue an admission pass to the shareholders and/or deliver the forms that they may use in order to be duly represented at the Meeting pursuant to subsection III of Article 49 of the Securities Market Law. In order to attend the Meeting, the shareholders shall present the corresponding admission pass and/or form.
The shares deposited at the Company by the shareholders for the purposes of attending the Meeting shall be returned when the Meeting has ended, upon the delivery of the deposit receipts issued to the shareholder or attorney-in-fact for such shares.
The shareholders may either attend the Meeting personally or be represented by a person or persons duly authorized in a power of attorney signed by two witnesses, through an application in terms of Article 49 subsection III of the Securities Market Law or by any other form of representation granted pursuant to the law.
Furthermore, please be advised that the supporting documentation for the adoption of the resolutions of the Meeting hereby convened, and the application previously mentioned, shall be placed at the disposal of the shareholders at the Company’s offices fifteen days prior to the date of the Meeting.