Resolution Authorizing the Constitution of a State Majority Participation Company Named "Aerolínea del Estado Mexicano", S.A. de C.V., Grouped in the Sector Coordinated by the Secretariat of National Defense

Official Gazette of the Federation: 05/18/2023

RESOLUTION authorizing the constitution of a State Majority Participation Company, named "Aerolínea del Estado Mexicano", S

At the margin a seal with the National Shield, reading: United Mexican States.- FINANCE.- Secretariat of Finance and Public Credit.- Letter 100.- 027

Mexico City, May 12, 2023.

GENERAL LUIS CRESENCIO SANDOVAL GONZÁLEZ

SECRETARY OF NATIONAL DEFENSE

PRESENT

I refer to the instruction of the President of the United Mexican States, as well as to letter number GAFSACOMM/JUR-A/452/2023/9206, issued by the Chief Officer of the Secretariat of National Defense, through which it was requested to carry out the procedures tendent to the authorization for the constitution of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V.

In this regard, based on articles 31, section XXXII and 46, section II, of the Organic Law of the Federal Public Administration; 6, 28, 30 and 31 of the Federal Law of Parastatal Entities; 8 of the Federal Law of Budget and Fiscal Responsibility; 5 of the Regulation of the Federal Law of Parastatal Entities; 8 B and 8 C of the Regulation of the Federal Law of Budget and Fiscal Responsibility and 3 of the Internal Regulation of the Secretariat of Finance and Public Credit, and

WHEREAS

That the National Development Plan 2019-2024, published in the Official Gazette of the Federation on July 12, 2019, contemplates twelve guiding principles, three General Axes and the Vision towards 2024, whose contents have as priority the integral, equitable, inclusive, sustainable and viable development pursued by the Mexican State, as well as the achievements that will be had in 2024; seeking in this way, the general welfare of the population, through the construction of a viable model of economic development, political ordering and coexistence between social sectors, that guarantees progress with justice and growth with welfare, to demonstrate that without authoritarianism it is possible to print a national course; that modernity can be forged from below, without excluding anyone, and that development does not have to be contrary to that social justice.

That the purpose of economic policy, as a guiding principle of the National Development Plan 2019-2024, is not to produce harmonious figures and statistics, but to generate welfare for the population, retaking the path of growth with austerity and without corruption, fiscal discipline, cessation of indebtedness, job creation, strengthening of the internal market and impulse to agriculture, research, science and education.

That the National Public Security Strategy, disseminated in the Official Gazette of the Federation on May 16, 2019, establishes as one of its objectives, to guarantee the population jobs, education, health and welfare, through the creation of sources of work; the investment both in infrastructure, as well as in sectoral, regional and conjunctural development and welfare programs, through which the Federal Government has as priority to strengthen the social sector of the economy, industry, commerce and its services.

That within such actions of structural change, the constitution of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S. A. de C. V., is added, whose purpose is to improve the quality and coverage of air services, as well as to boost connectivity in the market where there is demand, which will represent an engine of growth, development and competitiveness at national and international level, in addition to which the collection of foreign currency and national and foreign investments will be strengthened, through the constitution of a Parastatal Entity that promotes, exploits and provides the public service of regular national and international air transport of passengers, cargo, mail or a combination of these, on its own account or, through public or private persons; likewise, that promotes, exploits and provides the public service of non-regular national and international air transport, in its variants of chartering under the modality of tourist package or transfer, charter and air taxi, on its own account or, through public or private persons, as well as those complementary and related services, being able to obtain, under any title, concessions, permits, licenses, authorizations and, in general, execute all acts necessary to carry out its corporate purpose and, with this, foster the generation of jobs and indirectly tourism, which will positively impact the economic and social activity of the country.

That the Intersecretarial Commission of Public Expenditure, Financing and Disincorporation, in its First Ordinary Session 2023, held on January 30, 2023, issued Agreement 23-I-1, through which it favorably ruled on the constitution of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V., grouped in the sector coordinated by the Secretariat of National Defense.

That the General Directorate of Commercial Normativity of the Secretariat of Economy authorized the use of the corporate name, through document A202302211248067571.

That through Agreement 022-O-2431/2023, adopted in Ordinary Session number 2,431, held on February 23, 2023, the Board of Directors of the National Bank of the Army, Air Force and Navy, National Credit Society, Development Banking Institution, approved the investment in the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V., for the amount of $10,000.00 (Ten thousand pesos 00/100 National Currency), and with this it will be holder of 1% of the representative shares of the Social Capital.

That through letter number 312.A.-0694 dated March 1, 2023, the General Directorate of Programming and Budget "B" of the Undersecretariat of Expenditures, in terms of what is provided in article 8 of the Federal Law of Budget and Fiscal Responsibility, informed the Development Banking Unit of the Undersecretariat of Finance and Public Credit, both administrative units of this Secretariat of Finance and Public Credit, the authorization for purposes of budget availability to the National Bank of the Army, Air Force and Navy, National Credit Society, Development Banking Institution, for the amount of $10,000.00 (Ten thousand pesos 00/100 National Currency), so that that National Credit Society can participate as a minority shareholder of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V.

That the Intersecretarial Commission of Public Expenditure, Financing and Disincorporation, in its First Extraordinary Session 2023, held on March 30, 2023, issued Agreement 23-E-I-1, through which it took note that the Secretariat of National Defense will participate as a majority shareholder of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V.

That the General Directorate of Programming and Budget "A" of the Undersecretariat of Expenditures, through letter number 416/DGPyPA/2023/0482 dated April 19, 2023, authorized the Secretariat of National Defense, the budgetary sufficiency for the fiscal year 2023, in terms of article 8 of the Federal Law of Budget and Fiscal Responsibility, for the constitution of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V., grouped in the sector coordinated by the referred dependency, for the amount of $990,000.00 (Nine hundred ninety thousand pesos 00/ 100 National Currency)

By virtue of the foregoing, by agreement with the Head of the Federal Executive, I have seen fit to issue the following:

RESOLUTION

FIRST.- The constitution of a State Majority Participation Company is authorized, whose organization and functioning will be that of a Variable Capital Stock Corporation, in terms of the General Law of Commercial Companies, the Federal Law of Parastatal Entities, the Regulation of the Federal Law of Parastatal Entities and other applicable legal provisions, which will be grouped in the sector coordinated by the Secretariat of National Defense.

SECOND.- The corporate name of the State Majority Participation Company will be "Aerolínea del Estado Mexicano", S. A. de C. V.

THIRD.- The State Majority Participation Company may carry out all necessary actions to promote, exploit and provide the public service of regular national and international air transport of passengers, cargo, mail or a combination of these, on its own account or, through public or private persons; promote, exploit and provide the public service of non-regular national and international air transport, in its variants of chartering under the modality of tourist package or transfer, charter and air taxi, on its own account or, through public or private persons, as well as those complementary and related services, in addition to obtaining, under any title, concessions, permits, licenses, authorizations and in general, execute all acts necessary to carry out its corporate purpose, in accordance with its Social Statutes and other applicable provisions.

FOURTH.- The corporate domicile of the State Majority Participation Company will be in the State of Mexico.

FIFTH.- The social capital of the State Majority Participation Company will be variable. The variable part of the social capital will be unlimited, and the minimum part, without right to withdrawal will be of $1'000,000.00 (one million pesos 00/100 National Currency) and will be represented by 100 (one hundred) nominative shares, whose nominal value will be of $10,000.00 (ten thousand pesos 00/100 National Currency) each one.

Based on the foregoing, the initial amount of state participation will be of $1'000,000.00 (one million pesos 00/100 National Currency), corresponding $990,000.00 (nine hundred ninety thousand pesos 00/100 National Currency) of budgetary origin to the Secretariat of National Defense and $10,000.00 (ten thousand pesos 00/100 National Currency) to the National Bank of the Army, Air Force and Navy, S.N.C., as a minority shareholder.

The representative shares of social capital will be divided into two series in the following manner:

a) Shares Series "A", which will represent the minimum fixed social capital of the corporation, and

b) Shares Series "B", which will represent the variable social capital of the corporation.

SIXTH.- Regarding its duration, constitution, administration, liquidation and dissolution, the State Majority Participation Company will be subject to the provisions of the General Law of Commercial Companies, the Federal Law of Parastatal Entities, the Regulation of the Federal Law of Parastatal Entities and its Social Statutes, as well as to other applicable provisions.

SEVENTH.- The expenditures that are generated due to the entry into force of the present, will be charged to the budget authorized for the Secretariat of National Defense, with compensated movements, so that its regularizable budget will not be increased and additional resources will not be authorized for the fiscal year in question nor subsequent ones.

EIGHTH.- The Secretariat of National Defense, in its capacity as Sector Coordinator, must send to the Secretariat of Finance and Public Credit a certified copy of the notarial testimony in which the constitution of the State Majority Participation Company, named "Aerolínea del Estado Mexicano", S.A. de C.V. is recorded.

NINTH.- The Secretariat of the Public Function in accordance with its attributes, will monitor the due compliance of what is established in this resolution.

Sincerely

The Secretary of Finance and Public Credit, Rogelio Eduardo Ramírez de la O.- Signature.

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