Resolution authorizing the merger-based disincorporation of Grupo Aeroportuario de la Ciudad de México and Servicios Aeroportuarios de la Ciudad de México into Aeropuerto Internacional de la Ciudad de México

DOF: 12/08/2024

RESOLUTION authorizing the merger-based disincorporation of the majority state-owned enterprises named Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. and Servicios Aeroportuarios de la Ciudad de México, S.A. de C.V., as merged entities, into Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., as the merging entity, grouped under the sector coordinated by the Ministry of the Navy.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of the Navy.- Secretary.- 100.- 052.

ADMIRAL JOSÉ RAFAEL OJEDA DURÁN

SECRETARY OF THE NAVY

PRESENT.

I refer to your letters numbers A.-1605 and A.-1632, dated July 18 and 29, 2024, respectively, through which you requested to carry out the procedures aimed at obtaining authorization for the merger-based disincorporation of the majority state-owned enterprises named Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. and Servicios Aeroportuarios de la Ciudad de México, S.A. de C.V., as merged entities, into Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., as the merging entity.

Regarding this matter, based on Articles 31, fraction XXXII, and 46, fraction II, of the Organic Law of the Federal Public Administration; Articles 28, 30, and 31 of the Federal Law of Parastate Entities; Article 8 of the Federal Budget and Fiscal Responsibility Law; Article 5 of the Regulations of the Federal Law of Parastate Entities; Articles 8 B, 8 C, and 8 D of the Regulations of the Federal Budget and Fiscal Responsibility Law; and Article 3, first paragraph, of the Internal Regulations of the Ministry of Finance and Public Credit; as well as the Sixth Standard of the Agreement by which the general standards for the merger-based disincorporation of majority state-owned enterprises are issued, published in the Official Gazette of the Federation on March 28, 2008, and

CONSIDERING

That the majority state-owned enterprise named Grupo Aeroportuario de la Ciudad de México, S.A. de C.V., was constituted by public deed number 44,337 granted before Notary Public number 25 of the then Federal District, currently Mexico City, on May 28, 1998; having as its main object to acquire shares, interests, or participations in majority state-owned enterprises and in private nature companies, either as a founder or through acquisitions of shares or participations in already established companies dedicated to the construction, administration, operation, and maintenance of airports, including the provision of complementary and commercial airport services; as well as the construction, administration, operation, maintenance, and exploitation of civil aerodromes in terms of the Airports Law and its Regulations;

That the majority state-owned enterprise named Servicios Aeroportuarios de la Ciudad de México, S.A. de C.V., was constituted by public deed number 44,338 granted before Notary Public number 25 of the then Federal District, currently Mexico City, on May 28, 1998; having as its main object to provide all kinds of technical, engineering, administrative, financial, data processing and control advisory services; to carry out research for technological development or professional research; implementation and development of programs, procedures, and incentives; to obtain, acquire, use, license, or dispose of all types of patents, and to obtain all types of loans or credits with or without guarantee;

That the majority state-owned enterprise named Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., was constituted by public deed number 44,339 granted before Notary Public number 25 of the then Federal District, currently Mexico City, on May 28, 1998; having as its main object to administer, operate, construct, and exploit one or more civil aerodromes and airports located in Mexico City; as well as to provide complementary, commercial, auxiliary, and special services necessary for the exploitation of said airports;

That on August 8, 2023, the Agreement by which the parastate entities named "Grupo Aeroportuario de la Ciudad de México", S.A. de C.V.; "Servicios Aeroportuarios de la Ciudad de México", S.A. de C.V. and "Aeropuerto Internacional de la Ciudad de México", S.A. de C.V. are grouped under the sector coordinated by the Ministry of the Navy, was published in the Official Gazette of the Federation;

That the Ministry of the Navy requested the Intersecretarial Commission on Public Spending, Financing and Disincorporation to issue a favorable opinion for the merger-based disincorporation of "Grupo Aeroportuario de la Ciudad de México", S.A. de C.V. and "Servicios Aeroportuarios de la Ciudad de México", S.A. de C.V., into "Aeropuerto Internacional de la Ciudad de México", S.A. de C.V., as the merging entity, all grouped in the sector coordinated by said Ministry of State;

That the Ministry of the Navy has stated that it considers it convenient to carry out the aforementioned merger-based disincorporation to improve governance conditions, grouping in a single entity (in "Aeropuerto Internacional de la Ciudad de México", S.A. de C.V.), the command capacity, decision-making, and to improve economic conditions by decreasing administrative and budgetary expenses, as well as increasing efficiency, productivity, among others;

That the Intersecretarial Commission on Public Spending, Financing and Disincorporation, in its First Extraordinary Session of 2024, held on July 15, 2024, issued Agreement 24-E-I-1 through which it issued a favorable opinion on the merger-based disincorporation of the majority state-owned enterprises named Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. and Servicios Aeroportuarios de la Ciudad de México, S.A. de C.V. to merge into Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., as the merging entity;

That in said Agreement, the Intersecretarial Commission on Public Spending, Financing and Disincorporation, established as the deadline to conclude the merger-based disincorporation process September 1, 2024, to conclude closing and post-closing activities on December 31, 2024, taking effect between its parties in accordance with the merger agreements signed for that purpose, and against third parties, once the corresponding registration has been carried out in the Public Commerce Registry, in accordance with what is established by Articles 223 and 224 of the General Law of Mercantile Societies, that is, three months after the merger has been registered in the Public Commerce Registry, and

That in view of the foregoing, by agreement of the Head of the Federal Executive, I have deemed it appropriate to issue the following:

RESOLUTION

FIRST. - Authorization is granted for the merger-based disincorporation of the majority state-owned enterprises named Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. and Servicios Aeroportuarios de la Ciudad de México, S.A. de C.V., into Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., as the merging entity, in terms of the General Law of Mercantile Societies, the Federal Law of Parastate Entities, the Regulations of the Federal Law of Parastate Entities, and other applicable legal provisions.

SECOND. - In accordance with Agreement 24-E-I-1, issued by the Intersecretarial Commission on Public Spending, Financing and Disincorporation, in its First Extraordinary Session of 2024, held on July 15, 2024, the deadline to conclude the merger-based disincorporation process is established as September 1, 2024, and to conclude closing and post-closing activities on December 31, 2024, taking effect between its parties in accordance with the merger agreements signed for that purpose, and against third parties once the corresponding registration has been carried out in the Public Commerce Registry, in accordance with what is established by Articles 223 and 224 of the General Law of Mercantile Societies.

THIRD. - The majority state-owned enterprises named Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. and Servicios Aeroportuarios de la Ciudad de México, S.A. de C.V., will retain their legal personality exclusively for the purposes of the merger-based disincorporation process, in terms of the applicable legal provisions.

FOURTH. - The Ministry of the Navy, in its capacity as sector coordinator, will publish in the Official Gazette of the Federation, the liquidation bases for the merger of the entities referred to in this Resolution, within a period not exceeding 30 natural days, counted from the entry into force of this Resolution, attending to what is provided in the applicable regulations.

FIFTH. - The Ministry of the Navy, in its capacity as majority shareholder, will carry out the corporate acts and procedures necessary to conduct and execute the merger-based disincorporation in terms of this Resolution. Likewise, it will consolidate in the social capital of Aeropuerto Internacional de la Ciudad de México, S.A. de C.V., the participation that the Federal Government maintains, through the Ministry of the Navy, in the merged entities, substituting Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. as the majority shareholder of the merging entity, with respect to which Aeropuertos y Servicios Auxiliares will participate as a minority shareholder, all for all legal effects that may arise.

SIXTH. - The Ministry of the Navy, as the coordinating sector dependency, must carry out the necessary acts, in order to comply with the obligations established in fiscal, administrative, and generally applicable provisions, that arise as a result of the merger-based disincorporation derived from this Resolution.

SEVENTH. - The expenditures that arise as a result of the merger-based disincorporation referred to in this Resolution, will be charged to the budget authorized for the Ministry of the Navy with compensated movements, so that its regularizable budget will not be increased and no additional resources will be authorized for the fiscal year in question, nor for subsequent years.

EIGHTH. - The Ministry of Public Function, in accordance with its attributes, will supervise the due compliance with what is established in this Resolution.

NINTH. - This Resolution will enter into force the day following its publication in the Official Gazette of the Federation.

Respectfully,

Mexico City, August 6, 2024. - The Secretary of Finance and Public Credit, Rogelio Eduardo Ramírez de la O. - Signature.

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