Central North (OMAB) 20-F for FY2020, filed Apr 30, 2021

Table of Contents UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F


◻	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2020

Commission file number: 1-33168


Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.
(Exact name of Registrant as specified in its charter)

Central North Airport Group
(Translation of Registrant’s name into English)

United Mexican States
(Jurisdiction of incorporation or organization)

Plaza Metrópoli Patriotismo, Piso 5<br><br>Av. Patriotismo 201<br><br>Col. San Pedro de los Pinos, Benito Juárez<br><br>Ciudad de México, México
(Address of principal executive offices)

Ruffo Pérez Pliego del Castillo<br><br>Plaza Metrópoli Patriotismo, Piso 5<br><br>Av. Patriotismo 201<br><br>Col. San Pedro de los Pinos, Benito Juárez<br><br>Ciudad de México, México **<br><br>+ 52 81 8625 4300<br><br>rperezpliego@oma.aero**
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares (ADSs) each representing 8 Series B shares	OMAB	The NASDAQ Stock Market LLC
Series B shares	OMAB	The NASDAQ Stock Market LLC*

*	Not for trading, but only in connection with the registration of ADSs, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:


None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:


N/A

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:


Title of each class:		Number of Shares
Series B shares		340,345,556
Series BB shares		49,766,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

⌧ Yes ◻ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934.

◻ Yes ⌧ No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

◻ Yes ⌧ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻	Accelerated filer ⌧	Non-accelerated filer ◻	Emerging growth company ◻

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ◻	IFRS ⌧	Other ◻

Indicate by check mark which financial statement item the registrant has elected to follow:

◻ Item 17 ⌧ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

◻ Yes ⌧ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

⌧ Yes ◻ No

Table of Contents

TABLE OF CONTENTS


		Page

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1

ITEM 3.	KEY INFORMATION	1
	Selected Financial Data	1
	Risk Factors	1
	Forward-Looking Statements	28

ITEM 4.	INFORMATION ON THE COMPANY	29
	History And Development Of The Company	29
	Business Overview	34
	Regulatory Framework	65
	Organizational Structure	83
	Property, Plant And Equipment	85

ITEM 4A.	UNRESOLVED STAFF COMMENTS	85

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	85

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	125

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS	134
	Major Shareholders	134
	Related-Party Transactions	136

ITEM 8.	FINANCIAL INFORMATION	138
	Legal Proceedings	138
	Dividends And Capital Stock Reimbursements	141

ITEM 9.	THE OFFER AND LISTING	142
	Share Price History	142
	Trading On The Mexican Stock Exchange	142

ITEM 10.	ADDITIONAL INFORMATION BYLAWS	143
	Material Contracts	158
	Exchange Controls	158
	Taxation	158
	Documents On Display	162

Table of Contents

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	163

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	163

ITEM 12A.	DEBT SECURITIES	163

ITEM 12B.	WARRANTS AND RIGHTS	163

ITEM 12C.	OTHER SECURITIES	163

ITEM 12D.	AMERICAN DEPOSITARY SHARES	163

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	165

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	165

ITEM 15.	CONTROLS AND PROCEDURES	165

ITEM 16.	[RESERVED]	168

ITEM 16A.	AUDIT COMMITTEE’S FINANCIAL EXPERT	168

ITEM 16B.	CODE OF ETHICS	169

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT AND NON-AUDIT FEES	169

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	169

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	169

ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	171

ITEM 16G.	CORPORATE GOVERNANCE	171

ITEM 16H.	MINE SAFETY DISCLOSURES	176

ITEM 17.	FINANCIAL STATEMENTS	177

ITEM 18.	FINANCIAL STATEMENTS	177

ITEM 19.	EXHIBITS	177

Table of Contents PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

RISK FACTORS

Risks Related to Our Operations

The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.

The novel strain of coronavirus (“COVID-19”), first identified in Wuhan, China in December 2019, has spread to nearly all regions around the world. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The outbreak, and measures taken to contain or mitigate it, have had dramatic adverse consequences for the global economy, including on demand, operations, supply chains and financial markets. COVID-19 has led to travel restrictions imposed by governments, flight cancellations, and a marked decline in passenger demand for air travel, domestically and worldwide.

On March 19, 2020, the United States issued a travel advisory recommending that travelers avoid all international travel. The following day, on March 20, 2020, the United States closed its land border with Mexico, except to essential travel and trade and commerce. As of April 22, 2021, the land border remains closed. On January 26, 2021, the United States issued a decree, requesting negative COVID-19 test results for all inbound passengers traveling by air. Beginning on January 7, 2021, Canada established similar testing requirements for passengers traveling by air to the country. Subsequently, the Canadian government suspended flights between Canada, Mexico and the Caribbean until April 30, 2021. The full effect of the travel advisories and restrictions in other countries is not yet known and could impact our international passenger levels even after formal advisories and restrictions have been lifted.

On March 31, 2020, Mexico’s Ministry of Health issued a decree suspending all non-essential activities in the country through April 30, and on April 21, such suspension was extended through May 30, 2020. As a consequence of these suspensions, total passenger traffic in our airports experienced a sharp decline. In April and May, 2020, our total terminal passenger traffic decreased 92.8% and 93.5%, respectively, compared to the same periods of 2019. On May 29, 2020, Mexico’s Ministry of Health issued a decree establishing an epidemiological risk traffic light system by region, applicable both to municipalities and states which became effective on June 1, 2020 (and which remains in place as of the date of this report) that determines the level of health risk and the type of activities authorized to take place. As a result, different states of the country are experiencing different reactivation levels and, consequently, different types of economic activities are being allowed. As a result of this gradual reactivation of economic activity by region, passenger traffic started to show signs of recovery, with monthly decreases from 84.6% in June 2020 to 41.5% in December 2020, compared to the same periods of 2019. Throughout the pandemic, airports have been considered essential and our airports have remained operational. Given that OMA operates in 9 states of Mexico, the economic reactivation level and the gradual recovery of passenger flows in our airports could vary significantly from state to state, depending on the risk level established in each of the states in which we operate, as well as those in our main destinations. In response to this material deterioration in air traffic, we have taken a number of actions to mitigate our business, operations and financial condition, including, among others, (a) the temporary reduction of certain operating areas in terminal buildings, which resulted in electricity savings and optimization of our cleaning and security crew, (b) deferral of cost in minor maintenances based on the current levels of operations, (c) headcount reduction of approximately 100 positions 1

Table of Contents implemented in the third quarter of 2020, and (d) deferral and discount agreements with commercial and aeronautical clients. Most of our cost structure is fixed, and the impact from these measures is not expected to be significant vis a vis the potential decline in revenues resulting from the disruption in passenger traffic across the Company’s operations.

Due to measures implemented by Mexico and other countries such as “shelter in place” or quarantine requirements, international and domestic travel restrictions or advisories, limitations on public gatherings, social distancing recommendations, remote work arrangements and closures of tourist destinations and attractions, as well as passenger perceptions of the safety, ease and predictability of air travel, our main airline customers and our commercial tenants have experienced an adverse economic environment, which has led to halts of operations, restructuring processes and the interruption of commercial relationships with the Company. For example, on June 30, 2020, Aeromexico and its affiliates, which accounted for 20.3% of our total passenger traffic in 2020, filed voluntary Chapter 11 petitions in the United States to implement a financial restructuring, while continuing to operate. In addition, since December 9, 2020, Interjet, which accounted for 5.6% of our total passenger traffic in 2020, stopped operating at our airports. We cannot measure the extent of the impact in our future operations and financial results as a consequence of these processes.

Historically, a substantial majority of our revenues have been derived from aeronautical services, and our principal source of aeronautical services revenues is passenger charges (Tarifa de Uso de Aeropuerto, TUA). Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals we operate, collected by the airlines and paid to us. In 2018, 2019 and 2020, passenger charges represented 56.2%, 58.5% and 44.7%, respectively, of our total revenues and 65.7%, 65.9% and 58.4%, respectively, of the sum of our aeronautical and non aeronautical revenues.

The full extent of the ongoing impact of COVID-19 on the Company’s longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus, which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty. Even where formal advisories and restrictions have been lifted or reduced, the increased spread or resurgence of COVID-19 could result in the reintroduction of or increase in such formal advisories and restrictions. We expect that the COVID-19 pandemic will continue to severely impact the countries and regions where we operate in 2021. Our total passenger traffic decreased 37.8% in the first quarter of 2021 compared to the first quarter of 2020. The sum of our aeronautical and non-aeronautical revenues for the first quarter of 2021 were Ps. 1,189,679 thousand, as compared to Ps.1,715,650 thousand in the first quarter of 2020. We have established health and safety protocols aimed at enhancing the well-being of passengers and essential operating personnel across the airports we operate. Protective gear is required for staff working on the premises, and sanitization practices in accordance with the guidelines of local health authorities are in place. We have also implemented a remote working policy for staff where possible. The COVID-19 pandemic has had a material impact on the Company, and the continuation of reduced air travel demand could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity.

Because our revenues are largely dependent on the level of passenger traffic in our airports, any pandemics or outbreaks of health epidemics, such as SARS, Influenza A (H1N1), Ebola, Zika, Chikungunya and COVID-19, or other such international events or threats thereof (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry related to new regulatory procedures in order to preserve the health of the passengers and the airport community, which could not be recovered through our maximum tariffs and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition. For more information, see “Our operations could be adversely affected due to changes in the collection of passenger charges.”

Large scale international events, including acts of terrorism, or wars, could have a negative impact on international air travel and our revenues.

Events such as the conflicts in the Middle East and terrorist attacks worldwide have negatively affected in the past the frequency and pattern of air travel worldwide. 2

Table of Contents The terrorist attacks on the United States on September 11, 2001 had a severe adverse impact on the air travel industry, particularly on U.S. carriers and carriers operating international service to and from the United States. Airline traffic in the United States fell precipitously after the attacks. Our terminal passenger volumes declined 5.8% in 2002 as compared to 2001. Among other consequences, airport operations would be disrupted or suspended during the time necessary to conduct rescue operations, investigate the incident and repair or rebuild damaged or destroyed facilities, and our future insurance premiums would likely increase. In addition, our insurance policies do not cover all losses and liabilities resulting from terrorism. Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our results of operations and financial condition.

Any general increase of hostilities relating to terrorist organizations, reprisals thereof, further conflict in the Middle East, or other such international events or threats thereof, even if not made on or targeted directly at the air travel industry, or the fear of or the precautions taken in anticipation of such attack such as elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations, among others, (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry as a result of new security requirements and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition. The COVID-19 outbreak has and is materially reducing demand for and availability of, worldwide air travel and could therefore continue to have a material adverse effect on our business and results of operations. For more information, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Our revenues are highly dependent on levels of air traffic, which depend on factors beyond our control.

Passenger and cargo traffic volumes and air traffic movements depend on many factors beyond our control, including the COVID-19 pandemic, seasonality, severe or extreme weather, economic conditions in Mexico, the United States or globally, the political situation in Mexico and elsewhere in the world, the attractiveness of the destinations of our airports relative to that of other competing destinations, fluctuations in fuel prices (which could cause airlines to increase tariffs and have a negative impact on traffic as a result of increased fuel costs), changes in regulatory policies applicable to the aviation industry and an increase or decrease in Mexican airlines’ fleets, among others. For more information on the effect COVID-19 has had on our passenger traffic, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Our revenues are closely linked to both passenger and cargo traffic volumes and to the number of air traffic movements at our airports. These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services. Any decreases in passenger and cargo traffic volumes and the number of air traffic movements to or from our airports as a result of these factors could adversely affect our business, results of operations, prospects and financial condition.

Our business could be adversely affected by global political developments, particularly with regard to U.S. policies toward Mexico.

Changes in economic, political and regulatory conditions in the United States or in U.S. laws and policies governing foreign trade and foreign relations could create uncertainty in the international markets and could have a negative impact on the Mexican economy and public finances. This correlation is due, in part, to the high level of economic activity between the two countries generally, including the trade facilitated by the North American Free Trade Agreement (“NAFTA”), as well as physical proximity.

On October 1, 2018, Mexico announced that it had reached an agreement with Canada and the United States to modernize their free trade relationship and replace NAFTA. The new agreement, which is known as the United States Mexico Canada Agreement (USMCA), was formally signed on November 30, 2018 and entered into force on July 1, 2020. We cannot predict the impact of the USMCA on particular industries or government policies and the changes to international trade that may result.

Following the U.S. elections in November 2020 and the change in the U.S. administration for the four-year period from 2021 to 2024, there is uncertainty regarding future U.S. policies with respect to matters of importance to Mexico and its economy, particularly trade and migration. Policies adopted could create tension between the Mexican 3

Table of Contents and U.S. governments or reduce economic activity between Mexico and the United States, thus affecting the travel of passengers between those countries. For more information on travel restrictions related to COVID-19, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Furthermore, in September 2017, the U.S. administration announced its plan to phase out the Deferred Action for Childhood Arrivals program (“DACA”), which allows certain individuals who entered the U.S. as undocumented minors to defer immediate deportation and to be eligible for a work permit. Because the majority of individuals who benefit from this program are from Mexico, terminating the program may affect relations between Mexico and the U.S., as well as transit between the two countries. On January 20, 2021, President Joe Biden issued a Memorandum for the Attorney General, and the Secretary of Homeland Security, to take action to preserve and fortify DACA, consistent with applicable law. There is still uncertainty about whether and when DACA will be ratified, and we cannot assess the impact it may have on particular industries or government policies that may result. If new federal immigration legislation is enacted in the U.S., such laws may contain provisions that could make it more difficult for Mexican citizens to travel between Mexico and the United States. Such restrictions could have a material adverse effect on our passenger traffic results. Also, the U.S. passed the Tax Cuts and Jobs Act on December 22, 2017, which, among others, reduces the U.S. corporate income tax rate from 35% to 21%, and implemented new import taxes on certain goods, approved on January 22, 2018. We cannot predict the impact that these measures may have on trade between the U.S. and Mexico or whether foreign direct investment from the U.S. to Mexico will decrease.

The foregoing factors and further policy changes could have an impact on Mexico’s gross domestic product (“GDP”) growth, the exchange rate between the U.S. dollar and the Mexican peso, levels of foreign direct investment and portfolio investment in Mexico, interest rates, inflation, and the Mexican economy generally; which in turn, may impact the level of passenger traffic in our airports and adversely affect our financial condition or results of operations.

Our business could be adversely affected by a downturn in the global economy, particularly with regard to the U.S. economy**.**

The outbreak of COVID-19 has adversely affected the economies and financial markets of many countries, including the United States and Mexico. The extent to which COVID-19 impacts these economies will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and scope of the outbreak and the actions taken to contain or treat the outbreak, within the United States, Mexico and around the world. As a result, it is possible that the United States and/or Mexico will experience a significant economic downturn due to the effects of the COVID-19 outbreak. The United States and Mexico technically entered into a recession in 2020 following the COVID-19 outbreak. The extent and effect of this recession is difficult to predict, including whether such recession and any recovery thereof will be similar to past periods of recession and recovery.

Moreover, international events, such as decreases in oil prices and the slower growth in the Chinese economy, have led to volatility in the international markets and adversely affected the Mexican economy. As a result, Mexico has been forced to cut public expenses, since oil output is one of the main sources of revenue in Mexico. In recent years, however, the U.S. economy has improved, with the GDP increasing at an annualized rate in real terms of 3.1% in 2018, 2.3% in 2019 and decreased 3.5% in 2020, and our international passenger traffic increasing 4.4%, 7.9% and decreased 56.9%, respectively. In the event of an economic downturn, developing countries, which have largely rebounded from the economic and financial crisis in 2009, would be impacted through trade and financial channels.

Our business is particularly dependent on the condition of the U.S. economy and is particularly influenced by trends in the United States relating to leisure travel, consumer spending and international tourism. For more information on U.S. travel restrictions related to COVID-19, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.” According to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía), in 2020, exports from Mexico to the United States represented approximately 81.2% of Mexican exports, and 39.1 % of foreign direct investment in Mexico originated in the United States. According to the U.S. Bureau of Economic Analysis, in 2020, secondary income received from the United States, which includes government and private transfers, was approximately U.S.$17.6 billion. 4

Table of Contents Since the demand for aeronautical services in Mexico is substantially dependent on the performance of the Mexican economy, which is in turn highly dependent on the performance of the U.S. economy, a further downturn in the U.S. economy or a disruption in commercial activities among the U.S. and Mexico could cause a material adverse effect on our results of operations, prospects and financial condition. More generally, further downturns in the global economy and/or in the Mexican economy would also adversely affect our business, results of operations, prospects and financial condition. See also “—Risks Related to Mexico—The Company is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments in Mexico could adversely affect its business and results of operations.”

Variations in international fuel prices could directly or indirectly adversely affect our business and results of operations.

International fuel prices, which represent a significant cost for airlines, have experienced significant volatility in recent years. In the past, increased costs were among the factors leading to cancellations of routes, decreases in frequencies of flights and, in some cases, even contributed to filings for bankruptcy by some airlines. Any substantial variation in fuel prices could have an adverse effect on our results of operations and financial condition.

Our business is highly dependent on the operations of Mexico City International Airport.

In 2018, 2019 and 2020, approximately 42.9%, 43.0% and 40.0%, respectively, of our domestic passengers flew to or from our airports via Mexico City International Airport (Aeropuerto Internacional de la Ciudad de México, S.A. de C.V.) As a result, our domestic traffic is highly dependent upon the operations of Mexico City International Airport.

On July 3, 2017, the Mexican Federal Antitrust Commission (Comisión Federal de Competencia Económica, or the “Antitrust Commission”) issued Corrective Measures for the Mexico City International Airport to address the inefficiencies observed at the airport during congested hours, limiting operations between the hours of 7:00 and 22:00. In response, on September 29, 2017, the Ministry of Communications and Transportation announced in the Federal Official Gazette the General Guidelines for the allocation of slots at congested airports (see “Risk Factors⸻The Company cannot predict how the regulations governing the business will be applied.”). The indirect effect of the new regulation in 2017 was a decrease in the number of flights and an increase in the number of flight cancellations to and from Mexico City International Airport and other regional destinations.

To alleviate congestion at the Mexico City International Airport, a new Mexico City international airport was being built and was expected to start operations in 2022. The current Mexican federal administration that took office on December 1, 2018 cancelled the construction of the new Mexico City international airport. There is still uncertainty about what effect, if any, the cancellation of the new Mexico City international airport will have on our operations and passenger traffic results.

In addition, the current Mexican federal administration announced that it would seek to alleviate congestion at the existing airport by (i) converting a military airport approximately 40 kilometers (24.9 miles) outside of Mexico City (the “Santa Lucía Airport”) to a civil airport, which is expected to start operations in March 2022, (ii) expanding the Toluca International Airport, which is approximately 60 kilometers (37.3 miles) outside of Mexico City and (iii) expanding the boarding gate capacity at Terminal 2 of the existing Mexico City International Airport, which expansion plan was announced on September 24, 2019. There is still uncertainty about when these renovations will be completed and what impact congestion may have on the existing Mexico City International Airport. We cannot assure you that the airport’s operations will remain at existing levels or increase in the future or that the converted Santa Lucía Airport or expanded Mexico City and Toluca International Airports will start operations on time.

Security enhancements have resulted in increased costs and may require additional investments in the future.

In 2020, 10.7% of the passengers served by our airports were international passengers, of which, 76.8% arrived or departed on flights originating in or departing to the United States. The air travel business is susceptible to increased costs resulting from enhanced security and higher insurance. Following the events of September 11, 2001, we reinforced 5

Table of Contents security at our airports, and our general liability insurance premiums increased substantially. For more information on the insurance policies we carry, see “Item 4. Information on the Company – Property, Plant and Equipment.”

Because a substantial majority of our international flights involve travel to and from the United States, we may be required to comply with security directives of the U.S. Federal Aviation Administration (“FAA”) in addition to the directives of Mexican aviation authorities. World events, such as the terrorist attacks worldwide attributed to the Islamic State of Iraq and Syria or any other organization, could lead to additional security measures taken by the FAA or the International Civil Aviation Organization (“ICAO”), an agency of the United Nations Organization, and could require us to incur in additional costs to comply with these measures. Similarly, our airport operations and passenger volume could be negatively impacted by terrorist attacks on aircrafts, such as those which occurred with international airlines’ aircraft operating over Egypt and the Ukraine in 2015.

While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has not done so and has given no indication of any intention to do the same. In addition, fuel prices and supplies, which constitute a significant cost for airlines using our airports, may be subject to increases resulting from any future terrorist attacks, a general increase in international hostilities or a reduction in output of fuel, voluntary or otherwise, by oil producing countries. Such increases in airlines’ costs have resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. As a result of the COVID-19 pandemic, airlines and airports have had to implement additional security and compliance measures to comply with local health and safety regulations, which could increase costs. We have, among other things, installed disinfectant gel dispensers and air purifiers, mandated facemasks, installed preventive barriers, instituted spacing and flow of movement measures, and provided training to our employees. These enhanced measures have not resulted in a significant increase in our operating costs to date, but we may be required to adopt additional safety measures in the future. Security measures taken to comply with future security directives or in response to a terrorist attack or threat could reduce passenger capacity at our airports due to increased passenger screening and slower security checkpoints and increase our operating costs, which would have an adverse effect on our overall performance.

Furthermore, under the Mexican Airport Law, we are currently responsible for inspecting passengers and their carry-on luggage before they board any aircraft. Under Mexican law, we may be liable to third parties for personal injury or property damage resulting from the performance of such inspection. In addition, we may be required to adopt additional security measures in the future or undertake capital expenditures if security measures for carry-on luggage are enhanced, which could increase our liability or adversely affect our operating results.

The operation of baggage screening equipment could increase our expenses and may expose us to greater liability.

The ICAO’s security guidelines requires checked baggage on all international commercial flights and domestic commercial flights to undergo a comprehensive screening process for the detection of explosives. In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration (“TSA”)) is responsible for screening checked baggage. On May 1, 2014 and July 1, 2016, the Mexican Bureau of Civil Aviation (currently the Federal Civil Aviation Agency (Agencia Federal de Aviación Civil or “AFAC”)) published mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16, respectively, which require that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines. We have purchased and installed screening equipment in all of our airports to facilitate compliance with the baggage screening guidelines, and our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked baggage screening system since March 1, 2012.

We incur ongoing expenses to maintain and operate this equipment and expect to incur ongoing expenses to maintain any equipment purchased. In the future, we could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment if screening guidelines are expanded further and require that additional steps be taken to comply with the requirements. For instance, replacement of the majority of our baggage screening equipment with new Computer Tomography X-ray (CTX) baggage screening equipment is scheduled for 2021-2025, although regulatory changes could force our airports to undertake this replacement sooner. In addition, the circular CO SA-17.9/16 established that airports must have alternative baggage screening methods in case the inspection technology currently used is no longer available. We believe that we comply 6

Table of Contents with the baggage screening guidelines, but AFAC may require additional investments. These additional expenses could restrict our liquidity and adversely affect our results of operations.

Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process.

Competition from other tourist destinations could adversely affect our business.

The principal factor affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports (particularly the Acapulco, Mazatlán and Zihuatanejo airports) may vary as a result of factors beyond our control, including the level of tourism in Mexico. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancún, Puerto Vallarta and Los Cabos, or elsewhere, such as Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America.

Tourism levels may decrease, and therefore the number of passengers using our airports in the future may not exceed or match current levels, which could have a direct and indirect impact on our aeronautical and non-aeronautical revenues.

Our business is highly dependent upon revenues from eight of our thirteen airports and could be adversely impacted by any condition affecting those businesses.

In 2020, approximately 80.6% of the sum of our aeronautical and non-aeronautical revenues were generated from eight of our thirteen airports. The Monterrey airport generated the most significant portion of our revenues. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports, including the percentage of total revenues generated by our hotel services:


	****	For Year Ended	****
Airport		December 31, 2020	****
Monterrey		42.7	%
Culiacán		10.0	%
Chihuahua		6.4	%
Mazatlán		6.0	%
Ciudad Juárez		5.8	%
Acapulco		3.5	%
San Luis Potosí		3.3	%
Zihuatanejo		2.8	%
Five other airports, Servicios Complementarios del Centro Norte, Terminal 2 NH Collection Hotel, and OMA Logística, S.A. de C.V. (“OMA Logística”)^(1)^		19.4	%
Total		100.0	%

(1)	OMA Logística includes revenues from Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V. and OMA-VYNMSA Aero Industrial Park, S.A. de C.V.

As a result of the substantial contribution to our revenues from these eight airports, any event or condition affecting these principal airports could have a material adverse effect on our business, results of operations, prospects and financial condition.

Lastly, we cannot predict any future effect COVID-19 will have on our revenues. For more information on risks related to COVID-19 see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Table of Contents We are dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity risks.

We rely on a variety of information technology to manage our operations. The proper functioning of these systems is critical to the efficient operation and management of our business. In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business. These changes may be costly and disruptive to our operations, and could impose substantial demands on management time. Our systems may be vulnerable to damage or disruption caused by circumstances beyond our control, such as catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break-ins, unauthorized access and cyber-attacks. Currently, our information systems are protected with backup systems, including physical and software safeguards located outside of our offices for protection purposes, and a cold site on critical systems to recover information technology operations. Furthermore, we undertake other steps to secure our systems and electronic information from exogenous events. These safety components reduce the risk of disruptions, failures or security breaches of our information technology infrastructure and are reviewed periodically by external advisors. Any such disruption, failure or security breach of our information technology infrastructure, including our back-up systems, could have a negative impact on our operations.

Additionally, the security risks associated with information technology have increased in recent years due to an increase in more complex types of cyber-attacks. A failure of or attack to our information technology systems or those of our contractors could affect our business or result in the disclosure or misuse of confidential or personal information, which could cause significant interruptions in services or other operational difficulties and increases in costs, that could result in losses. Although actions are taken continuously to improve and monitor our information technology systems, these systems remain vulnerable to failures or unauthorized access, which could adversely affect our operations, financial condition and liquidity.

We face risks associated with our diversification activities, which could lead to our inability to recover our investment as planned.

We face risks associated with the nature of the diversification projects that we have developed and in which we participate as shareholders, which could impact our results of operations, prospects and financial condition. Our Terminal 2 NH Collection Hotel and our Hilton Garden Inn Hotel depend on passenger traffic travel to and from the Mexico City International Airport and the Monterrey airport, respectively, and any event that reduces passenger volume in these airports could adversely affect the results of operations of these hotels. The passenger traffic volume in such airports depends on factors beyond our control, such as the attractiveness of the commercial, industrial and tourist centers that the airports serve. Accordingly, there can be no assurance that the passenger traffic volume in such airports will increase or maintain the current level.

As a result of the various measures implemented to control the spread of COVID-19, such as the suspension of non-essential activities and the reduced demand for air travel and hotel services, the operation of our two hotels has experienced significant declines in occupancy rates and in revenues. In 2020, the occupancy rates in our Terminal 2 NH Collection Hotel and our Hilton Garden Inn Hotel in the Monterrey airport were 42.4 and 41.6 percentage points lower, respectively, than in 2019. On April 6, 2020, we temporarily suspended services our Hilton Garden Inn Hotel through July 6, 2020 due to low occupancy demand as a result of the COVID-19 outbreak.

Both of the hotels that we operate, our OMA-VYNMSA industrial park and our OMA Carga bonded warehouses could face additional competition from third parties developing similar projects in areas adjacent to the Monterrey airport. Despite our efforts to retain clients, we cannot predict whether our clients will continue occupying our commercial spaces or cancel their contracts. Furthermore, the continued growth at our OMA-VYNMSA industrial park could also decline should there be a slowdown in the Mexican economy. All such factors could adversely affect the profitability of our non-aeronautical businesses and our ability to recover our investments in such projects. 8

Table of Contents Our operations depend on certain key airline customers, and the loss or suspension of operations of one or more of them could result in a loss of a significant amount of our revenues.

Of the total aeronautical revenues generated at our airports in 2020, VivaAerobus represented 28.0%, Volaris represented 23.5%, Aeroméxico and its affiliates represented 20.0% and Interjet represented 5.7^^%. None of our contracts with our airline customers obliges them to continue providing service from our airports and, if any of our key customers reduces their use of our airports, competing airlines may not add flights to their schedules to replace any flights no longer handled by our principal airline customers. On June 30, 2020, Aeromexico and its affiliates, which accounted for 20.3% of our total passenger traffic in 2020, filed voluntary Chapter 11 petitions in the United States to implement a financial restructuring while continuing to operate. In addition, as of December 9, 2020, Interjet, which accounted for 5.7% of our total passenger traffic in 2020, stopped operating at our airports due to the financial impact of the current outbreak of COVID-19 on their operations. Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenues from our key customers.

Due to increased competition, volatility in fuel prices and the general decrease in demand because of global volatility in the financial and exchange markets, economic crises and the current COVID-19 related health crisis, many airlines are operating in adverse conditions. Should fuel prices increase or in the event of other adverse health or economic developments, one or more of our principal carriers could become insolvent, cancel routes, suspend operations or file for bankruptcy. All such events could have a material adverse effect on our results from operations. Furthermore, any accident, incident or any other event that affects the perception of safety standards of any of the major airlines may affect their image and generate a public perception that it is less safe or reliable than other airlines. These events would affect consumer demand and the number of passengers serviced by the airline, thus affecting our business, results of operations, prospects and financial condition.

The global airline industry has experienced and continues to experience significant financial difficulties and recent warnings regarding industry profitability. In December 2020, the International Air Transport Association, or IATA, issued its 2021 financial forecast for the global commercial airline industry, estimating net post-tax loss of about U.S.$38.7 billion, given that airlines will continue to have difficulty reducing their costs to offset lower revenues. The forecast also indicated that net profit margins were expected to slightly increase to -8.4% in 2021. On February 21, 2021, the IATA announced that it did not expect the airline industry to be cash positive until 2022. The IATA may further reduce its forecasts, and the short-term and long-term effects of the COVID-19 outbreak on the global airline industry is still uncertain. The economic shock from the COVID-19 outbreak, which has been felt more acutely by airlines, has and may continue to trigger insolvencies within the global airline industry.

Some of our airline and other clients and tenants have asked for assistance, either through discounts on payments owed to us or by an extension on those payments. During 2020, we provided payment extensions to our main airline customers, which allowed us to mitigate noncompliance risks. We also offered incentives to our commercial tenants through discounts or payment extensions. No such arrangement materially affected our financial condition or liquidity. As a result of the COVID-19 pandemic, our reserve for doubtful accounts receivable increased by 231% to Ps.20.8 million as of December 31, 2020, which is mainly comprised of commercial tenants. We cannot assure you whether the COVID-19 pandemic will continue to cause an increase in our reserve for doubtful accounts receivable in 2021. For more information on the impact of COVID-19 on our business, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another (unless the flight originated outside Mexico), which limits the number of airlines providing domestic service in Mexico. On December 18, 2015, the United States and Mexico entered into an Air Transport Agreement with the purpose of promoting and facilitating an international aviation system, based on competition among airlines, to facilitate the expansion of international air transport opportunities and ensure the highest degree of safety and security in air transport. The agreement, which replaced the agreement that had been in effect since 1960, became effective as of August 21, 2016, after approval by the Mexican Senate and the competent authorities in the United States. The agreement provides for an increase in services on existing routes between both nations, as well as the addition of new routes and an increase in the frequency of flights on existing routes. The agreement also grants Mexican airlines the ability to further penetrate international markets, as it permits airlines from both countries that operate flights between the United States and Mexico to pick up passengers and continue with the flights to a third country. This agreement may 9

Table of Contents be modified in the future to provide for international airlines to operate domestic flights in our airports, but until then we expect to continue to generate a significant portion of our revenues from domestic travel from a limited number of airlines.

Collective labor conflicts in Mexico could have an adverse impact on our results of operations.

A number of events, such as (i) the endorsement by the Mexican Senate of the International Labor Organization’s Convention C098, the “Right to Organize and Collective Bargaining Convention”, (ii) the approval by Congress to modify the Mexican Federal Labor Law, and (iii) the adverse labor effect resulting from the COVID-19 crisis, have led and continue to cause labor conflicts in Mexico.

In addition, such conflicts have been exacerbated by (i) new labor unions created to negotiate and/or dispute existing collective bargaining agreements on behalf of the labor unions that currently hold such contracts, (ii) a 16.21% increase of the general minimum wage nationwide as of January 1, 2019, a subsequent 20.0% increase of the general minimum wage as of January 1, 2020 , and a 15% increase as of January 1, 2021 and (iii) a 100% increase of the minimum wage in the municipalities near the northern border of Mexico on January 1, 2019, an additional 5.0% increase as of January 1, 2020, and a 15% increase as of January 1, 2021. These developments in recent years have led workers and labor unions to demand more significant benefits and higher salary increases than in prior years.

Moreover, the effects of the Mexican government's response to COVID-19, which include travel restrictions, stay-at-home ordinances, restrictions on non-essential activities and other restrictions on the overall operation of businesses across Mexico may strain relationships by and between businesses, on the one hand, and labor unions and/or their employees, on the other. As of the date of this report, the Company has not experienced any material adverse effect as a result of the different labor related developments or those that have resulted from the evolution of the COVID-19 pandemic and cannot predict whether these will affect its labor force and relations going forward. For more information on the impact of COVID-19, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.” For more information on employee relations, see “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations” and “Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations”.

The Company cannot predict how these developments may affect the Company’s results of operations or its financial condition. Any increased demands by the Company’s unionized workers may lead to higher labor costs, which could have a negative impact on its results of operations.

If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.

If any conflicts with our employees were to arise, including with our unionized employees (which accounted for 54.5% of our total employees as of December 31, 2020), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations. As of the date of this report, the effects of the COVID-19 outbreak have not affected our relations with our labor force, but we cannot assure you that any further effects resulting from COVID-19 will not cause any disruptions in the future.

Our unionized employees are represented by a national union of airport workers that operates throughout Mexico. To the extent unionized airport workers seek material modifications to the conditions agreed with us and with other Mexican airport operators, our operations could be adversely affected by union activities, including organized strikes or other work stoppages.

Table of Contents Our operations could be adversely affected due to changes in the collection of passenger charges.

Passenger charges are collected by the airlines and then paid to us on the basis of contracts entered into with each airline operating at our airports. We cannot guarantee that all airlines will continue collecting the passenger charges for us. Should one or more airlines stop collecting passenger charges for us, we would have to collect these charges directly ourselves, which would result in additional costs for us.

Recently, some airlines have reported losses. In cases where we extend days of credit to airlines, substantially all of our revenues from passenger charges and other aeronautical services are secured by a performance bond or other types of guarantees; however, guarantees may not fully cover the amount owed by an airline at a certain date. In the event of the insolvency of any of these airlines, we would not be certain of the collection of any amounts invoiced to that airline in respect of passenger charges. In cases where the airlines cannot provide adequate or sufficient performance bonds or other types of guarantees, the airlines operate under advance payment conditions.

In addition, the COVID-19 outbreak has and will likely continue to adversely affect the global airline industry. For more information on how COVID-19 has affected airlines, see “Our operations depend on certain key airline customers, and the loss or suspension of operations of one or more of them could result in a loss of a significant amount of our revenues.” Given the economic uncertainty for many airlines, it is possible that airlines will stop paying us the applicable passenger charges. Should one or more airlines stop paying us for passengers (other than diplomats, infants, transfer and transit passengers) departing from our terminals, our business and results of operation could be adversely affected. For more information on the impact of COVID-19 on our business, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

The main domestic airlines operating at our airports may refuse to pay certain increases in our specific prices for regulated aeronautical services.

In the past, we have entered into a series of agreements with the Mexican National Air Transportation Chamber of Commerce (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation (most recently in January 2013, covering the period from January 1, 2013 to December 31, 2015), pursuant to which we established specific prices for regulated aeronautical services applicable to our principal airline customers. Although this agreement has not been renewed as of April 22, 2021, all benefits continue to be provided on the same terms. Furthermore, we have expanded the benefits of the agreement to all domestic and international airlines operating at our airports, even to those airlines that are not affiliated to the Mexican National Air Transportation Chamber of Commerce. Historically, amounts paid under these agreements have not been material, and we do not expect any current agreement or any similar future agreements with the Mexican National Air Transportation Chamber of Commerce or any airline to have a material effect on our results of operations.

Although passenger traffic volume (and therefore overall revenues) may increase, any agreed incentives and/or discounts offered to airlines as a means to prevent or settle any potential dispute could reduce our aeronautical revenues per terminal passenger in the future. In addition, should any of our principal airline customers refuse to continue to make payment to us, or should they refuse to pay increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted by decreased cash flows from operations.

Our operation depends on our management team for its knowledge and experience and the loss of capable executives could affect our operations.

The current and future performance of our operations depends significantly on the continuous contribution of managers and other key employees. In order to achieve the objectives of each manager or key position, the ability, experience, aptitude and knowledge of each candidate is taken into account for recruitment and personnel allocation purposes. We cannot guarantee that in the future our executive team will be maintained, or that if new executives are 11

Table of Contents incorporated, they will have the same level of knowledge and experience. The potential lack of a capable management team could adversely affect the operations, financial situation and results of operations.

The operations of our airports may be affected by the actions of third parties, which are beyond our control.

As is the case with most airports, the operation of our airports is largely dependent on the services of third parties, such as air traffic control authorities, airlines, airline providers and ground transportation providers. We also depend upon the Mexican government or government entities for provision of services, such as electricity, supply of fuel to aircraft, air traffic control and immigration and customs services for our international passengers. The disruption or stoppage of taxi or bus services at one or more of our airports could also adversely affect our operations. We are not responsible for and cannot control the services provided by these parties. Any disruption in, or adverse consequence resulting from, their services, including a work stoppage or other similar event, may have a material adverse effect on the operation of our airports and on our results of operations.

In addition, if any service providers were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves, either of which may result in increased costs and have an adverse impact on our results of operations.

We may be liable for property taxes as a result of claims asserted against us by certain municipalities.

Various municipalities have assessed tax credits against us for the payment of property taxes with respect to the real estate on which we operate our airports in those cities. We have appealed all the administrative law proceedings, as well as the tax credits, assessed against us and, while some have been dismissed by the relevant administrative authority, some are still pending. We believe there are no legal grounds which enable the municipalities to collect such taxes and although we intend to defend our position vigorously, if procedures are brought by authorities, there can be no assurance that we will be successful in such defense. See “Item 8. Financial Information—Legal Proceedings—Property Tax Claims” for a full discussion of these property tax proceedings. Some Mexican airport operators contesting the assessment of similar property tax claims have been required to post material surety bonds in connection with their challenge of those assessments. If we are required to post similar surety bonds in the future, the terms of the surety bonds may restrict our ability to pay dividends or otherwise limit our flexibility. In addition, if we are required to pay for additional state or municipal rights, we could face costs, limiting our liquidity, flexibility and ability to pay dividends.

Furthermore, if the Mexican government changes the current laws or if we do not prevail in these proceedings, these tax liabilities could have an adverse effect on our financial condition and results of operations. In addition, any change in law which enables municipalities to request construction or operation permits may affect our ability to comply with investments required under our Master Development Programs, which in turn may result in additional payments for governmental tariffs and affect our results of operations.

Inability to generate sufficient future taxable profits or adverse changes to tax laws, regulatory requirements or accounting standards could have a negative impact on the recoverability of certain deferred tax assets.

We recognize deferred tax assets relating to tax losses carried forward and deductible temporary differences only to the extent that it is probable that future taxable profit will be available against which the tax losses carried forward and the temporary differences can be utilized. Net deferred tax assets amounted to approximately Ps.183,930 thousand at December 31, 2020. The deferred tax assets are quantified on the basis of currently enacted tax rates and accounting standards and are subject to change as a result of future changes to tax laws or the rules for computing taxable profits and allowable losses. Failure to generate sufficient future taxable profits or changes in tax laws or accounting standards may reduce our estimated recoverable amount of net deferred tax assets. Such a reduction could have an adverse effect on our financial condition and results of operations. For further information on deferred tax assets, refer to Note 4.p. to our audited consolidated financial statements. See “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Deferred Income Taxes.”

Table of Contents Natural disasters could adversely affect our business.

From time to time, the northern and central regions of Mexico experience torrential rains, hurricanes (particularly during the months of July through September) and, depending on the region, earthquakes and volcanic activity. In addition, the Mazatlán, Culiacán and Acapulco airports are susceptible to occasional flooding due to torrential rainfall.

Natural disasters may impede or cause the suspension of operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. For instance, on November 3, 2016, the Tampico airport flooded due to heavy rains, causing the collapse of part of the bordering fence. Although, the affected neighbors filed claims for damages against the Tampico airport, the insurance carrier rejected the neighbors’ claims alleging that the damage was caused by a natural disaster. In addition, the Terminal 2 NH Collection Hotel located in Terminal 2 of the Mexico City International Airport was temporarily closed after the earthquake on September 19, 2017. Although the Terminal 2 NH Collection Hotel did not suffer any structural damage, utilities of the hotel were interrupted and hotel operations were suspended until September 25, 2017.

Any of these events could reduce our passenger and cargo traffic volume in the airports and our guest volume in the Terminal 2 NH Collection Hotel. For example, our international passenger traffic decreased 1.2% during September 2017, partially due to the cancellation of flights caused by hurricanes Harvey and Max. The occurrence of natural disasters in the destinations that we serve could adversely affect our business, results of operations, prospects and financial condition.

We have insurance for the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but we do not have insurance covering losses due to resulting business interruption. Moreover, should losses occur, losses caused by damages to the physical facilities may exceed the pre-established limits on any of our insurance policies.

Our operations are at greater risk of disruption due to the dependence of several of our airports on a single commercial runway.

As is the case with many other domestic and international airports around the world, several of our airports, including the Monterrey, Culiacán, Ciudad Juárez and Mazatlán airports, have only one runway for most commercial flights. The operation of our runways may be disrupted due to required maintenance or repairs. In addition, our runways may require unscheduled repair or maintenance due to natural disasters, aircraft accidents and other factors that are beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on our business, results of operations, prospects and financial condition.

We are exposed to risk related to construction projects.

The building requirements under our Master Development Programs could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to expand capacity at our airports, increase our operating or capital expenditures and could adversely affect our business, results of operations, prospects and financial condition. Such delays or budgetary overruns also could limit our ability to comply with our Master Development Programs, which are established as a necessary requirement to our concessions.

From March 31, 2020 to June 1, 2020, we stopped most construction works, including those needed to comply with our Master Development Program, as a result of the restrictions imposed by the Mexican government on non-essential activity, including construction, in Mexico due to the COVID-19 outbreak. These restrictions generated delays in our scheduled works to comply with our Master Development Program commitments for 2020. Even though the delays were notified to and agreed upon with the regulator, should we experience any other delay that prevents us from complying with our Master Development Program commitments, there could be penalties which could adversely affect our business, results of operations, prospect and financial condition. 13

Table of Contents We are exposed to certain risks inherently associated with the rental of real property.

We are exposed to risks generally associated with properties rented to third parties, such as a decline in rental market demand, occupancy rates or rent levels, non-payment of minimum rent and royalties by tenants or a weakening of the real estate market. Moreover, our real estate assets are located on or adjacent to our airports and serve a particular sector of the rental market, thus exposing us to fluctuations in this specific market. Any of these risks could adversely affect the profitability of our real estate development activities and, consequently, our business, results of operations, prospects and financial position.

We are exposed to the risk of non-performance by our subcontractors.

We subcontract certain services (including security and surveillance services) necessary to conduct our operations. In the event that our subcontractors fail to perform their obligations under our agreements, we could incur extra costs in providing replacements and could be exposed to liability for operations that we may have to provide directly, which could adversely affect our business, results of operations, prospects and financial condition.

In accordance with applicable labor laws, subcontractors are required to register their employees with the Mexican Social Security Institute (Instituto Mexicano del Seguro Social), and anyone employing the services of subcontractors that has failed to comply with these laws is jointly liable for the payment of social security obligations as well as any applicable penalties. Therefore, if subcontractors providing services at our airports do not have their employees registered at the Mexican Social Security Institute, we could be held jointly liable for the payment of social security obligations that such contractors may have, as well as any applicable penalties.

Our ability to expand certain of our airports and to comply with applicable safety guidelines could be limited by difficulties we encounter in acquiring additional land on which to operate our airports.

Certain guidelines established by the ICAO require the maintenance of a perimeter surrounding the land used for airport operations. At several of our airports, we do not control portions of the land within the required perimeters. If portions of such land adjacent to certain of our airports are developed by third parties in a manner that encroaches on the required perimeters, our ability to comply with applicable guidelines of the ICAO or to expand our airport operations could be adversely affected. Also, the growth of certain cities in the proximity of our airports could limit our ability to expand our airports.

To allow the future expansion of the Monterrey airport, including the construction of a second commercial runway and the relocation of the control tower, in February and June 2007, March and May 2008, July and December 2009 and February, July and December 2010, we completed acquisitions of land surrounding the airport with an aggregate area of 777 hectares (3 square miles), for an aggregate price of Ps.1,559,381 thousand (U.S.$121.3 million). Improvements made to airport facilities at our expense may be recognized by AFAC as part of our investment in the airport concession. We received authorization from AFAC to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 pesos) of our investment in this land to investments included in the 2011–2015 Master Development Program for the Monterrey airport. The recovery of the remaining investment of Ps.695,759 thousand (amount expressed in nominal 2009 pesos), is included in the indicative period of our current approved Master Development Program for 2026-2035. The remaining amount of the investments may not be recognized by the Ministry of Communications and Transportation in the future.

Our future profitability and growth will depend upon our ability to expand our airports in the future. Potential limitations on our possibility of expansion, such as those described above, could restrict any such expansion and thus have a material adverse effect on the future profitability and growth of our business.

We are exposed to risks inherent to the operation of airports.

We are obligated to protect the public at our airports and to reduce the risk of accidents at our airports. As with any company dealing with members of the public, we must implement certain measures for the protection of the public, such as fire safety in public spaces, design and maintenance of car parking facilities and access routes to meet road safety rules. We are also obligated to take certain measures related to aviation activities, such as maintenance, 14

Table of Contents management and supervision of aviation facilities, rescue and fire-fighting services for aircraft, measurement of runway friction coefficients, flood control at the Acapulco airport and measures to control the threat from birds and other wildlife on airport sites. These obligations may require us to incur additional costs and could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations.

Our insurance policies may not provide sufficient coverage against all liabilities.

While we seek to insure all reasonable risks, our insurance policies may not cover all of our liabilities in the event of an accident, terrorist attack or any other incident. The markets for airport insurance and construction insurance are limited, and a change in coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. A certain number of our assets cannot, by their nature, be covered by property insurance (notably aircraft movement areas, and certain civil engineering works and infrastructure). In addition, we do not currently carry business-interruption insurance.

We are exposed to risks related to handling cargo.

The air cargo system is a complex, multi-faceted network that handles a vast amount of freight, packages and mail carried aboard passenger and all-cargo aircraft. The air cargo system is vulnerable to several security threats, including: potential plots to place explosives aboard aircraft; illegal shipments of hazardous materials; criminal activities, such as smuggling and theft; and potential hijackings and sabotage by persons with access to aircraft. Several procedural and technology initiatives to enhance air cargo security and detect terrorist and criminal threats have been put in place, such as an x-ray machine certified by the TSA in the bonded OMA Carga area at the Monterrey airport, or are under consideration.

We may be subject to risks related to the integrity of our facilities or the reduction of our cargo traffic volume. The occurrence of such events could adversely affect our business, results of operations, prospects and financial condition.

We may not be able to detect money laundering operations and other illegal or improper activities, which could expose us to additional liabilities and adversely affect our operations and financial results.

We are required to comply with applicable anti-money laundering and anti-terrorism and other regulations in Mexico. Such laws require us to adopt and implement certain policies and procedures designed to detect and prevent transactions with third parties involved in money laundering or terrorist activities. Although we have adopted such policies and procedures, these procedures require services related to third parties that are not under our control, including third-party providers of complementary services or retailers, restaurants and other commercial tenants leasing spaces at the airport. To the extent that we may fail to fully comply with applicable laws and regulations or fail to detect illegal activities carried out by third parties, the competent authorities may impose certain fines on us and our reputation may also be adversely affected.

We could be exposed to additional risks if we pursue business opportunities in other countries.

From time to time, we may consider strategic participation in airport assets located in other countries. We may evaluate international expansion opportunities through capital investment in other concessions. Expansion into a market outside of Mexico could require significant capital expenditures. If we pursue an international expansion opportunity, we could face internal or external risks, including, without limitation: (i) a lack of market experience in the relevant country, (ii) foreign exchange and economic volatility, (iii) the dedication of significant management resources to execute the international operation and (iv) exposure to risks inherent to doing business in the relevant country. Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a material adverse effect on our business, results of operations, prospects and financial condition, including our capital structure.

Discontinuation, reform or replacement of the London Interbank Offered Rate (or LIBOR) or other benchmark interest rates, or uncertainty related to the potential for any of the foregoing, may impact our business.

As of December 31, 2020, we had Ps. 13,503 thousand (U.S. $678,246 ) of variable rate indebtedness linked to LIBOR or other benchmark rates. In July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR, 15

Table of Contents announced its intention to phase out the use of LIBOR by the end of 2023. In addition, other regulators have suggested reforming or replacing other benchmark rates including peso-denominated rates. As there is not yet definitive information regarding the phase-out of LIBOR, we cannot currently predict the effect of the discontinuation, reform or replacement of LIBOR. However, the phase out of LIBOR and the discontinuation, reform or replacement of other benchmark rates may have an unpredictable impact on, or cause disruption to, the broader financial markets or borrowing costs to borrowers. These developments may in turn increase the cost of our variable rate indebtedness or otherwise have an adverse effect on our results of operations and financial condition.

Risks Related to the Regulation of Our Business

The Company provides a public service regulated by the Mexican government, and the flexibility in managing aeronautical activities is limited by the regulatory environment in which the Company operates.

The Company’s aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries. In 2018, 2019 and 2020, approximately 65.0%. 67.5% and 54.8%, respectively, of the Company’s total revenues, and approximately 76.0%, 76.0% and 71.5%, respectively, of the sum of its aeronautical and non-aeronautical revenues were earned from aeronautical services, which are subject to price regulation under the Company’s maximum rates. These regulations may limit the Company’s flexibility in operating its aeronautical activities, which could have a material adverse effect on its business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to the Company’s operations that affect its profitability are authorized (as in the case of the Master Development Programs) or established (as in the case of maximum rates) by the Ministry of Communications and Transportation for five-year terms. The Company generally does not have the ability to unilaterally change its obligations (such as the investment obligations under its Master Development Programs or the obligation under its concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, this price regulation system may be amended in the future in a manner that would cause additional sources of the Company’s revenues to be regulated.

The Company’s results of operations may be adversely affected by required efficiency adjustments to its maximum rates.

The Company’s maximum rates in Mexico are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements. For the five year period ending December 31, 2020 and December 31, 2025, the maximum rates applicable to the Company’s airports reflect an annual efficiency improvement of 0.70%. Future annual efficiency adjustments will be determined by the Ministry of Communications and Transportation in connection with the setting of each Mexican airport’s maximum rates every five years. For a description of these efficiency adjustments, see “Item 4. Information on the Company—Regulatory Framework—Revenue Regulation—Methodology for Determining Future Maximum Rates.” We cannot provide assurance that we will achieve efficiency improvements sufficient to maintain or increase our operating income as a result of the progressive decrease in each of our airport’s maximum rate.

The Company cannot predict how the regulations governing the business will be applied.

Many of the laws, regulations and instruments that regulate the Company’s business were adopted or became effective in 1999, and there is only a limited history and examples that would allow the Company to predict the impact of these legal requirements on its future operations. Mexican law establishes ranges of sanctions that might be imposed should the Company fail to comply with the terms of one of its concessions, the Mexican Airport Law and its regulations or other applicable laws. The Company cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. It may encounter difficulties in complying with these laws, regulations and instruments.

Although the Master Development Programs and maximum rates through 2025 have been set, the Company cannot predict what the Master Development Program for 2026 and following years will establish. When determining the maximum rates for the next five year period (from 2026 to 2030), the Ministry of Communications and Transportation may be solicited by different entities (for example, the Antitrust Commission) and the carriers operating at our airports) to modify the maximum rates, thus reducing the Company’s profitability. The laws and regulations governing the business, including the rate-setting process and the Mexican Airport Law, may change in the future or be 16

Table of Contents applied or interpreted in a way that could have a material adverse effect on the Company’s business, results of operations, prospects and financial condition.

Additionally, on October 16, 2019, the Ministry of Communications and Transportation established AFAC, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). AFAC is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. Even though AFAC has been formally established, its internal regulations and operation manuals are still pending as of the date of this report. As such, the Company cannot predict how this new agency will be organized, the scope of its authority, the actions that it will take in the future or the effect of any such actions on its business.

On February 20, 2014, a bill of the new Federal Antitrust Law (Ley Federal de Competencia Económica) was submitted to Mexico’s Congress in furtherance and as a result of certain amendments to Mexico’s Constitution passed in 2013. The bill was enacted and published on May 23, 2014. The law grants broader powers to the Antitrust Commission, including the authority to regulate essential facilities, order the divestment of assets and eliminate barriers to competition in order to promote access to the market. Such law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities and the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law. The Antitrust Commission may therefore determine that the services that the Company provides at its airports are essential and require it to implement significant changes to its business operations and thus generate a significant impact on its results of operations.

For example, pursuant to the Federal Antitrust Law (Ley Federal de Competencia Económica), the Antitrust Commission determined that the slots allocated to air carriers at the Mexico City International Airport constitute an essential service. The Antitrust Commission found that the allocation of slots led to flight delays and cancellations and, among others, hindered entry to new competitors. On July 3, 2017, the Antitrust Commission issued a series of corrective measures (the “Corrective Measures”) for the Mexico City International Airport to address the inefficiencies and anticompetitive effects observed at such airport.

In response to the Antitrust Commission’s findings, the Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) published an amendment to the regulations of the Mexican Airport Law in the Federal Official Gazette on September 29, 2017, as well as general guidelines for the allocation of slots at congested airports (the “General Guidelines”). The Antitrust Commission found that the reforms issued by the Ministry of Communications and Transportation did not provide a solution to the issues the Antitrust Commission had addressed and that the General Guidelines directly contradicted the Corrective Measures. As a result, the Antitrust Commission filed an appeal (controversia constitucional) before the Mexican Supreme Court, arguing that the Antitrust Commission, not the Ministry of Communications and Transportation, has the authority to regulate the allocation of slots as a public essential service. On November 26, 2019 the Mexican Supreme Court ruled against the Antitrust Commission.

Even though none of its airports have been declared congested as of the date of this report, the Company cannot predict whether or when this will happen. Similarly, it cannot predict whether the Antitrust Commission will declare any of its airports, or any complementary or commercial service provided at the airports, as essential services, and consequently, establish rules, recommendations, guidelines or conditions that could limit or restrict the Company’s aeronautical and/or non-aeronautical revenues.

The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.

The regulations applicable to the Company’s aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that the Company may earn at that airport from services subject to price regulation. For a discussion of the framework for establishing its maximum rates and the application of the rates, see “Item 4. Information on the Company—Regulatory Framework—Revenue Regulation.” On November 30, 2020, the Ministry of Communications and Transportation approved, based on the terms of the Company’s concessions, the 17

Table of Contents maximum rates for its airports from January 1, 2021 through December 31, 2025. Under the terms of the Company’s concessions, there is no guarantee that the results of operations of any airport will be profitable. The Company may not realize its expected return on investment from investments under the Master Development Programs.

The Company’s concessions provide that an airport’s maximum rates will be adjusted periodically for inflation (determined by reference to the Mexican Producer Price Index (Índice Nacional de Precios Productor), excluding fuel). Although the Company is entitled to request additional adjustments to an airport’s maximum rates under certain circumstances including, among others, required capital investments not foreseen in the Master Development Programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession tax payable by the Company, its concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that certain limited events specified in the concessions have occurred. Therefore, such a request may not be granted in the future. If a request to increase an airport’s maximum rates is not granted, and the Company is impacted by the circumstances that led to the request, its results of operations and financial condition could be adversely affected, and the value of Series B shares and ADSs could decline.

The Company business is dependent upon international regulations that affect Mexican airlines.

The FAA evaluates the legal framework for civil aviation and issues related to the monitoring, staff training and inspection processes related to regulations issued by the ICAO.

On July 30, 2010, the FAA downgraded Mexico’s aviation safety rating from an ICAO Category 1 rating to an ICAO Category 2 rating, as a result of the FAA’s visit to the Mexican Bureau of Civil Aviation (currently AFAC) between January and July 2010. The downgrade was attributable to an insufficient number of flight inspectors and administrative and organizational elements in the Mexican Bureau of Civil Aviation (currently AFAC).

The consequences of the downgrade from a Category 1 rating to a Category 2 rating were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the United States and that the international routes of Mexicana de Aviación would not be flown by any Mexican carrier with a Category 2 rating.

Mexico regained its Category 1 safety rating on December 1, 2010; however, Mexico may be downgraded in the future, and the Company cannot be certain of how long this Category 1 rating will be maintained. We cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.

If the Company exceeds the maximum rate at any airport at the end of any year, it could be subject to sanctions.

Historically, the Company has set the tariffs it charges for aeronautical services at each airport in order to come as close as possible to its authorized maximum rate for that airport in any given year. For example, in 2020, the revenues subject to maximum rate regulation represented approximately 99.3% of the amounts the Company was entitled to earn under the maximum rates for all of its airports. The Company may not be able to establish tariffs in the future that allows it to collect substantially all of the revenues it is entitled to earn from services subject to price regulation.

The specific tariffs the Company charges for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican Producer Price Index (excluding fuel), the Mexican Consumer Price Index and the value of the peso relative to the U.S. dollar. These variables are outside of the Company’s control. The Company’s projections could differ from the applicable actual data, and, if these differences occur at the end of any year, they could cause the Company to exceed the maximum rate at any one or more of its airports during that year. 18

Table of Contents If the Company exceeds the maximum rate at any airport at the end of any year, the Ministry of Communications and Transportation may assess a fine and may reduce the maximum rate at that airport in the subsequent year. The imposition of sanctions for violations of certain terms of a concession, including for exceeding an airport’s maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times. In the event that any one of the Company’s concessions is terminated, its other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see “Item 4. Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

Depreciation of the peso may cause the Company to exceed the maximum rates.

The Company aims to charge prices that are as close as possible to its maximum chargeable rates, and it is entitled to adjust the specific tariffs only once every six months for inflation (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index (excluding fuel)). However, the Company generally collects passenger charges from airlines 30 to 60 days following the date of each flight. The tariffs for the services that it provides to international flights or international passengers are generally denominated in U.S. dollars but are paid in Mexican pesos based on the average exchange rate for the month prior to each flight. Accordingly, depreciation of the peso, particularly late in the year, could cause the Company to exceed the maximum rates at one or more of its airports, which could lead to the imposition of fines and the subsequent termination of one or more of its concessions.

The peso has historically experienced significant volatility. From December 31, 2018 to December 31, 2019, the peso appreciated by approximately 3.9%, from Ps.19.64 per U.S.$1.00 on December 31, 2018 to Ps.18.86 per U.S.$1.00 on December 31, 2019. From December 31, 2019 to December 31, 2020, the peso depreciated by approximately 5.5%, from Ps.18.86 per U.S.$1.00 on December 31, 2019 to Ps.19.89 per U.S.$1.00 on December 31, 2020. On April 22, 2021, the exchange rate was Ps.19.87 per U.S.$1.00.

The Mexican government may terminate or reacquire the concessions under various circumstances, some of which are beyond the control of the Company.

The Company’s concessions are its principal assets, and it would be unable to continue operations without them. A concession may be revoked by the Mexican government for certain prescribed reasons, including the failure to comply with the Master Development Programs, a temporary or permanent halt in the Company’s operations, actions affecting the operations of other concession holders in Mexico, the failure to pay damages resulting from its operations, the failure to keep the rates from exceeding its maximum rates or the failure to comply with any other material term of its concessions. Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. The concessions may also be terminated upon the Company’s bankruptcy or insolvency. Violations of the Mexican Airport Law, its regulations or other federal regulations could result in similar sanctions. In the event that any one of the Company’s concessions is terminated, its other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see “Item 4. Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

Under applicable Mexican law and the terms of the Company’s concessions, its concessions may also be made subject to additional conditions, including under the renewed Master Development Programs, which the Company may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions.

The Mexican government may also terminate one or more of the concessions at any time through reversion, if, in accordance with applicable Mexican law, it determines that it is in the public interest to do so. The Mexican government may also assume the operation of any airport in the event of war, public disturbance or a threat to national security. In addition, in the case of a force majeure event, the Mexican government may require the Company to implement certain changes in its operations. In the event of a reversion of the public domain assets that are the subject of the concessions, the Mexican government under Mexican law is required to compensate the Company for the value of the concessions or added costs based on the results of an audit performed by appraisers or, in the case of a mandated 19

Table of Contents change in the Company’s operations, the cost of that change. Similarly, in the event of an assumption of the Company’s operations, other than in the event of war, the government is required to compensate it and any other affected parties for any resulting damages. The Company may not receive compensation equivalent to the value of its investment in or any additional damages related to its concessions and related assets in the event of such action.

In the event that any one of the Company’s concessions is terminated, whether through revocation or otherwise, its other concessions may also be terminated. Thus, the loss of any concession would have a material adverse effect on the business and results of operations.

The Mexican government could grant new concessions that compete with the airports operated by the Company.

The Mexican government could grant additional concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with the airports operated by the Company.

On February 5, 2014, the Mexican government announced in the Federal Official Gazette that the Ministry of Communications and Transportation granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles). The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V. The airport has an ICAO Category 3C rating and could present competition to the Company’s airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua. The Ministry of Communications and Transportation has the capacity to upgrade the category of the airport depending on improvements to infrastructure made by the concessionaire or could downgrade the category if the concessionaire does not maintain adequate conditions in the airport. On February 21, 2020, the State of Chihuahua announced that the airport was expected to start operations in late 2020, with limited operations through late 2021. On January 15, 2021, the State of Chihuahua mentioned that the airport is expected to start operations in late 2021, due to constructions delays because of COVID-19. The airport is expected to be fully operational beginning in 2022 and will serve both commercial and general aviation flights. It will have an annual capacity to serve up to 450,000 passengers. As of the date of this report, the Company cannot predict whether the Chihuahua airport will materially affect its results of operations or financial performance.

In the future, the Company may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo León has requested in the past that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations. To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession. However, the Ministry of Communications and Transportation may authorize such an amendment and commercial aviation flights may operate from Aeropuerto del Norte in the future. Any competition from other such airports could have a material adverse effect on the Company’s business, results of operations, prospects and financial condition. Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process. In the event that a competing concession is offered in a public bidding process, the Company may not participate in such a process, or it may not be successful if it were to participate. See “Item 4. Information on the Company—Regulatory Framework—Grants of New Concessions.”

The Ministry of Communications and Transportation could require the Company to monitor certain aircraft movements at its airports that the Company does not currently control, which could result in increased costs.

The Mexican Air Traffic Control Authority (Servicios a la Navegación en el Espacio Aéreo Mexicano) or “SENEAM”, could require the Company to monitor certain aircraft movements at its airports that the Company does not currently control, which could result in increased costs. SENEAM may require the Company to manage and control aircraft movements in and out of its arrival and departure gates and remote boarding locations at its airports. Should SENEAM require the Company to control, or if the Company, for efficiency purposes, requests to control, these aircraft movements directly at any or all of its other airports in the future, the Company’s results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations. 20

Table of Contents Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations.

In recent years, the Mexican government has implemented changes to the tax laws applicable to Mexican companies, including the Company. The terms of the Company’s concessions do not exempt it from any changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in the Company having significantly higher income tax, the Company will be required to pay higher amounts due pursuant to any such changes, which could have a material adverse impact on its results of operations. For example, the issuance of the Business Flat Tax (Impuesto Empresarial a Tasa Única), which was published on October 1, 2007 and repealed in 2013, adversely impacted the Company’s results of operations in each of the years from 2007 through 2013. In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on the Company’s business, results of operations, prospects and financial condition.

On December 27, 2016, the Ministry of Finance and Public Credit announced an increase, effective January 1, 2017, in the maximum gasoline and diesel prices to be applied in certain regions of Mexico, which caused an increase of gasoline prices of up to 20% in those areas. Furthermore, in November 2017, the Mexican Government removed price controls on gasoline and diesel. The removal of price controls and the resulting price increases led to widespread protests across Mexico. The Company cannot predict the effect of changes in gasoline and diesel prices, and any related political and social unrest, on the Mexican economy or whether the Mexican Government may alter its strategy for price liberalization in the future.

On May 1, 2019, the Mexican Government published significant reforms in the Federal Official Gazette to the Mexican Federal Labor Law. These changes include the creation of courts specializing in labor law and protections to the collective rights of workers and union rights. As a result of these reforms, employees cannot be forced to join a union and more than one union can exist in every workplace. Currently, all unionized Company employees are represented by a national union of airport workers that operates throughout Mexico. To the extent unionized airport workers seek to create or join new unions, and/or materially modify the conditions agreed with the Company and with other Mexican airport operators, the Company’s operations could be adversely affected by union activities, including organized strikes or other work stoppages. The Company cannot predict how these developments may affect the Company’s results of operations or its financial condition. Any increased demands by the Company’s unionized workers may lead to higher labor costs, which could have a negative impact on its results of operations. For more information, see “Collective labor conflicts in Mexico could have an adverse impact on our results of operations” and “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.”

In December 2019, the Mexican government published several amendments to the Income Tax Law, Value Added Tax Law, Excise Tax Law and the Federal Tax Code, most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in the past few years and its main purpose is to tackle tax evasion by strengthening tax authorities’ control mechanisms. These amendments imposed stringent restrictions on the deductibility of certain expenses, such as a new earnings-stripping rule applicable to net interest, and the non-deductibility of payments to related parties that are deemed subject to preferential tax regimes or by means of structured arrangements, introduced regulations regarding hybrid mismatches and added amendments to the tax treatment applicable to tax transparent foreign entities or arrangements, all of which could affect our operating results. None of these amendments significantly impacted our operating results in 2020.

The 2020 tax reform also introduced a new mandatory disclosure regime aimed at tax advisors, for purposes of reporting and monitoring specific tax schemes listed under article 199 of the Federal Tax Code.

On April 23, 2021, the Mexican government published a decree pursuant to which several amendments were made to the Federal Labor Law, Income Tax Law, VAT Law, among others, in order to prohibit outsourcing of personnel. The amendments became effective April 24, 2021, except for certain legal provisions that will become effective August 1, 2021. Among the most important amendments made are: (i) prohibition of outsourcing of personnel, which consists of an individual or legal entity providing or making available its own workers for the benefit of another, including those provided by companies within the same business group; (ii) the provision of specialized services or the execution of specialized works (through external providers or companies within the same business group), is still allowed, only to the extent the services provided are not part of the corporate purpose or the primary economic activity 21

Table of Contents of the company receiving the services; (iii) companies that hire specialized services with a contractor who fails to comply with its labor obligations will be jointly and severally liable with such contractor; (iv) companies that provide specialized services will require to be registered with the Ministry of Labor and Social Welfare (STPS); (v) violation of the new rules will result in fines ranging from 2,000 to 50,000 UMAs (approximately between U.S.$9,003 to U.S.$225,077); and (vi) payments to subcontracting personnel will not have tax effects of income tax deduction or VAT accreditation; furthermore, irregularities will be prosecuted as a tax fraud offense. The Company is analyzing the effect that the amendments will have on its costs, which could have a negative impact on its results of operations.

On January 11, 2021, the Mexican Government published reforms to Article 311 of Mexican Federal Labor Law in the Federal Official Gazette, regulating remote working conditions. As a result of these reforms, employees that work more than 40% of their work hours from home or from any other place that is not the applicable company’s domicile without supervision or guidance from the employer have new rights and obligations. These new rules also sets forth new obligations for employers. For example, employers must now provide the necessary tools and services for employees to fulfill their jobs. This reform became effective as of January 12, 2021 and provides for the publication of a Mexican Official Norm (Norma Oficial Mexicana, or “NOM”) which will determine the conditions to be complied with by employers to protect the security and health of employees working under this modality. These developments may adversely affect the Company’s results of operations or financial condition.

On March 10, 2021, a decree amending certain terms of the Electric Industry Law (EIL) became effective. The amendments aim to strengthen the state-owned utility Comisión Federal de Electricidad (CFE). The amendment includes, among others, (a) modifications to the order of priority of dispatch to the national electric grid; (b) modifications to the granting of permits referred in the EIL, which will now be subject to the planning criteria issued by the Ministry of Energy; and (c) powers granted to the Energy Regulatory Commission (“CRE”, for its acronym in Spanish) to revoke vesting self-supply contracts. The Company entered in 2017 into a power purchase agreement (PPA) with a wind electricity generator, which expires in 2028. In 2020, approximately 78% of the total electricity consumption of the Company was supplied under this agreement. As of the date of this memorandum, we cannot predict how these amendments to the EIL will affect the PPA.

In addition, as part of the current Federal Administration’s effort to protect worker’s rights, on October 23, 2019, NOM-035-STPS-2018 became effective. This NOM seeks to identify and prevent psychosocial risk factors in the workplace and promote a favorable work environment. Some of the obligations set forth in this NOM include the creation of internal policies to prevent psychosocial risks, such as workloads, excessive work hours and shift rotations, negative interference in family life, negative leaderships in the workplace and violence in the workplace. While the Company has complied with the NOM provisions, the Company cannot predict whether its employees will eventually claim that the Company violated any of the provisions under the NOM. Any claims against the Company filed by its employees may lead to higher labor costs, which could have a negative impact on our results of operations. For more information, see “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.”

Risks Related to Mexico

The Company’s business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments in Mexico could adversely affect its business and results of operations.

In 2018, 2019 and 2020, domestic terminal passengers have represented approximately 88.2%, 88.1% and 89.3%, respectively, of the passenger traffic volume in the Company’s airports. In addition, all of its assets are located, and all of its operations are conducted, in Mexico. Accordingly, the Company’s financial conditions and results of operations are substantially dependent on economic conditions prevailing from time to time in Mexico. As a result, its business, financial condition and results of operations could be adversely affected by any deterioration of the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico or by other negative political, social and economic developments in Mexico.

In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange-rate instability (including large devaluations), high inflation, high domestic interest rates, economic 22

Table of Contents contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates.

The Mexican economy underwent an economic crisis that began in 2008 and continued in 2009 as a result of the impact of the global financial crisis, which affected many emerging economies. The Mexican economy’s link with the U.S. economy remains very important, and therefore, any downside to the economic outlook of the U.S. may hinder any recovery in Mexico. This correlation may have an impact on Mexico’s GDP growth and other macro-economic conditions. The Mexican economy achieved real GDP growth rates of -8.5%, -0.1% and 2.0% in 2020, 2019 and 2018, respectively, and is estimated to increase by 4.3% in 2021 and to grow by 2.5% in 2022, according to the World Economic Outlook published by the International Monetary Fund in January 2021.

During 2020, average reference interest rates in Mexico decreased by 253 basis points compared to 2019. The annualized interest rates on 28-day short-term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 4.2%, 6.7%, 7.6%, 7.8% and 5.3% for 2016, 2017, 2018, 2019 and 2020, respectively. To the extent that the Company incurs peso-denominated debt in the future, it could be at high interest rates.

If inflation or interest rates increase significantly or if the Mexican economy is otherwise further adversely impacted, the Company’s business, financial condition, prospects and results of operations could be materially and adversely affected because, among other things, demand for transportation services may decrease. Similar events may occur, and the recurrence of such events may adversely affect the Company’s business, results of operations, prospects and financial condition.

Political conditions in Mexico, could materially and adversely affect the Mexican economy and political climate and, in turn, the operations of the Company.

Last presidential and federal congressional elections in Mexico were held on July 1, 2018. President López Obrador’s term will expire on September 30, 2024. Historically, the Mexican president has strongly influenced new policies and governmental actions that impact the Mexican economy. We cannot assure you that the current administration or any other future administration will maintain business-friendly and open-market economic policies and policies that stimulate economic growth and social stability. Any administration could implement substantial changes in law, policy and regulations in Mexico, which could adversely affect our business, financial condition, results of operations and prospects. In addition, any actions taken by the administration may lead to riots, protests and looting that could adversely affect our operations. Our financial condition and results of operation may be adversely affected by changes in Mexico’s political climate, to the extent that such changes affect the nation’s economic policies, growth, stability, outlook or regulatory environment.

In addition, following the congressional elections on July 1, 2018, Morena obtained an absolute majority in the Mexican Chamber of Deputies and, together with its allied political parties (Partido del Trabajo and Partido Encuentro Social), obtained a majority in the Mexican Senate. The current members of the Mexican Congress took office on September 1, 2018. We cannot assure you that Morena and its political party allies or any future members will not introduce new legislative initiatives or modify existing legislation that could, in turn, result in economic or political conditions that could materially and adversely affect our business. On June 6, 2021, a number of electoral processes will take place including mid-term elections for the Mexican Chamber of Deputies as well as governor elections in fifty states, including six of the states in which we operate our airports, which could lead to changes in the composition of the Mexican Chamber of Deputies as well as of the governing party in those states in which where we operate. Changes in laws, public policies or regulations may affect the political and economic environment in Mexico and, consequently, contribute to economic uncertainty and heightened volatility of the Mexican capital markets and in securities issued by Mexican companies.

Furthermore, our business may be adversely affected by fluctuations in the value of the U.S. dollar as compared to the Mexican peso, inflation, interest rates, changes in laws and other political or social developments in Mexico over which we have no control. Any of the above may have an adverse effect on Mexico’s economic situation and, in turn, on our business, results of operations, financial condition and ability to repay our indebtedness. 23

Table of Contents Adverse domestic events could negatively impact the Company’s business and results of operations.

The operations of our airports may be disrupted due to the actions of third parties, such as protestors or demonstrators, which are beyond our control. Any disruption in our operations, or adverse consequence resulting from protests or riots, including flight delays, a work stoppage or other similar event, may have a material adverse effect on the operation of our airports and on our results of operations.

Demonstrations and riots taking place in cities where our airports are located and where they are either a potential target or in the path of such demonstrations could generate flight cancellations and the suspension of our operations and could materially and adversely affect our business, results of operations, prospects and financial condition.

Depreciation of the peso relative to the U.S. dollar could adversely affect the results of operations and financial condition of the Company.

From December 31, 2018 to December 31, 2019, the peso appreciated from Ps.19.64 per U.S.$1.00 on December 31, 2018 to Ps.18.86 per U.S.$1.00 on December 31, 2019, an appreciation of 3.9%. From December 31, 2019 to December 31, 2020, the peso depreciated from Ps.18.86 per U.S.$1.00 on December 31, 2019 to Ps.19.89 per U.S.$1.00 on December 31, 2020 During the first months of 2021, the peso depreciated, reaching Ps.19.87 per U.S.$1.00 on April 22, 2021.

A depreciation of the peso affects the Company’s business in the following ways: (i) international passengers and international flights pay tariffs reported in U.S. dollars; while these tariffs are generally collected in Mexican pesos up to 60 days following the date of each flight, any depreciation of the Mexican peso has a positive impact on the Company’s results from operations, which are reported in Mexican pesos; (ii) the Company has cash balances denominated in U.S. dollars; a depreciation in the Mexican peso would result in higher cash balances when converted to Mexican pesos, thus causing foreign exchange gains; and (iii) the Company has financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos, thus causing foreign exchange losses. As of December 31, 2020, the Company had U.S.$4.1 million of liabilities denominated in U.S. dollars, representing 1.1% of its consolidated debt. As of March 31, 2021, U.S.$80.2 million of the Company’s cash balance was denominated in U.S. dollars.

Moreover, the depreciation of the peso also affects some of the Company’s airline customers transacting in U.S. dollars, including the purchases or leases of equipment, maintenance and fuel. Severe devaluation or depreciation of the peso may also result in the disruption of the international foreign exchange markets and may limit the Company’s ability to transfer or to convert pesos into U.S. dollars and other currencies.

High incidences of crime in Mexico, including extortion and drug trafficking, could adversely affect the Company’s business.

Higher incidences of crime throughout Mexico, including extortion and drug trafficking, could have an adverse effect on our business, results of operations, prospects and financial condition, as it may decrease the international and domestic passenger traffic directed to or within Mexico. The travel warning issued by the U.S. Department of State (Bureau of Consular Affairs) on September 8, 2020 (the “Travel Advisory”) urges U.S. citizens not to travel to the states of Colima, Guerrero, Michoacán, Sinaloa (except the city of Mazatlán), and Tamaulipas. This Travel Advisory also urges U.S. citizens to defer non-essential travel to cities, states and other regions, such as Chihuahua, Coahuila, Durango, areas of the state of Jalisco that border the states of Michoacán, Mexico State, Morelos, Nayarit, Nuevo León (including the metropolitan area of Monterrey), San Luis Potosí, the eastern edge of Sonora which borders the state of Chihuahua, and Zacatecas. Drug-related violence and other incidents of organized crime may not be contained, which could have a material adverse effect on our business, results of operations, prospects and financial condition.

In January 2019, the Mexican government implemented measures to reduce the theft of fuel transported in pipelines operated by Mexican state-owned entity Petróleos Mexicanos (PEMEX) throughout Mexico. As a result of these measures, certain states in Mexico, such as Mexico, Hidalgo, Querétaro, Guanajuato, Jalisco, Tamaulipas and Nuevo León, were affected by a shortage of gasoline for automobile use. Even though there were no shortages of 24

Table of Contents aircraft fuel as a result of the actions implemented by the Mexican government, we cannot assure that future actions taken by the Mexican government against theft of fuel will not affect the availability of aircraft fuel in states where our airports are located, which, in turn, could have an adverse effect on our operations.

The value and prices of securities issued by Mexican companies, including us, may be adversely affected by developments in other countries.

The market value of securities of Mexican companies, including us, may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in these countries may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers. In past years, prices of both Mexican debt and equity securities have been adversely affected by the sharp drop in Asian securities markets and the economic crises in Argentina, Brazil, Greece, Italy, Portugal, Russia, Spain, Venezuela and the United Arab Emirates.

In addition, economic conditions in Mexico have become increasingly correlated to economic conditions in the United States. Therefore, an economic downturn in the United States will significantly adversely impact the Mexican economy. Furthermore, on January 20, 2021 Mr. Joseph R. Biden became the 46^th^ president of the United States. The Company cannot assure you that any policies adopted by the new U.S. administration will not have an impact in the market value of its securities, or that the market value of its securities will not be adversely affected by events elsewhere.

Delays in the process of obtaining necessary governmental approvals could affect the ability to expand the airports of the Company.

The expansion, development and growth of the Company’s airports from time to time may require governmental approvals, administrative proceedings or some other governmental action. Any delay or inability to obtain such approvals or favorable outcomes of such proceedings could have a negative impact on the expansion, development and growth of the Company’s airports.

Mexico’s environmental legislation could limit the growth of some of our airports.^^

The level of environmental regulation in Mexico is increasing and the enforcement of environmental laws has become more common. For instance, Mexico launched a carbon dioxide (“CO2”) market in 2018. The market requires that industries that generate above a certain amount of CO2 emissions pay for rights to excess emissions. Starting in 2019, the legislation also requires that companies report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). In addition, new water quality standards are being discussed, which would require greater water quality for all of our wastewater disposal. There can be no assurance that environmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition.

According to the Mexican Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) norm NOM-SEMARNAT-059-2010, mangroves are protected species, and it is a criminal offense to remove such species. Within the grounds of our Acapulco and Zihuatanejo airports, we have extended areas with mangroves, which may limit our potential to expand such airports.

The Mexican National Water Commission (Comisión Nacional del Agua) has the authority to restrict water use in some of our airports due to water shortage in northern Mexico and has enhanced its mechanisms to verify compliance with the fiscal, administrative and technical requirements regarding the extraction and discharge of water. Concessionaires who fail to comply with any of these requirements may be subject to administrative procedures that may result in the cancellation of water extraction rights and /or the imposition of significant fines.

Furthermore, twelve of our airports have received the Environmental Quality Certification awarded by the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente). Our Monterrey airport is in the process of obtaining this certification, which is expected to be received in 2021. However, compliance with current or future environmental regulations may require us to incur additional costs in order to bring our airports 25

Table of Contents into compliance, and if we fail to comply with current or future environmental regulations, we may be subject to fines and other sanctions.

On August 11, 2014, the Mexican National Agency of Industrial Safety and Protection of the Environment of the Hydrocarbons Sector (Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos, or “ASEA”) was created. While initially taking a secondary role to the role of the Mexican Ministry of the Environment and Natural Resources, ASEA has started to enforce its legal powers. Our airport growth projects related to fuel supply must now be approved by ASEA, which may result in more burdensome proceedings for the approval of special projects related to hydrocarbons. As of the date of this report, there can be no assurance whether ASEA’s rules and regulations will materially affect our business or results of operations.

Minority shareholders may be less able to enforce their rights against the Company, its directors or controlling shareholders in Mexico.

Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States. For example, there are no precedent cases in which Mexican courts found that the directors violated their fiduciary duties. As a result, it may be difficult for minority shareholders to bring an action against directors for breach of these duties and achieve the same results as in most jurisdictions in the United States. Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012. However, these rules and procedures are different and more limited than those in place in the United States. Therefore, it may be more difficult for minority shareholders to enforce their rights against the Company, its directors or its controlling shareholders.

Enforcing civil liabilities against us or our directors, officers and controlling persons may be difficult.

We are organized under the laws of Mexico, and almost all of our directors, officers and controlling persons reside in Mexico. In addition, a substantial portion of our assets and the assets of our directors, officers and controlling persons are located in Mexico. As a result, it may be difficult for investors to effect service of process on such persons within the United States or elsewhere outside of Mexico or to enforce judgments against us or our directors, officers and controlling persons, including in any action based on civil liabilities under U.S. federal securities laws. There is doubt as to the enforceability in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts or other courts outside of Mexico, of liabilities based solely on U.S. federal securities laws.

Mexican law and the bylaws of the Company restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.

As required by Mexican law, the Company’s bylaws provide that non-Mexican shareholders shall be considered as Mexicans in respect of their ownership interests in the Company and shall be deemed to have agreed not to invoke the protection of their governments in certain circumstances. Under this provision, a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in the Company. If you invoke such governmental protection in violation of this agreement, your shares could be forfeited to the Mexican government.

The Company is subject to different corporate disclosure standards than U.S. companies.

A principal objective of the securities laws of the United States is to promote full and fair disclosure of all material corporate information. However, there may be less publicly available information about foreign issuers of securities listed in the United States than is regularly published by or about U.S. issuers of listed securities. 26

Table of Contents Risks Related to Our Shareholders

SETA controls our management, and its interests may differ from those of other shareholders.

As of the date of this report, Fintech Holdings, Inc., Bagual S.à r.l. (“Bagual”), Grenadier S.à r.l. (“Grenadier”), Pequod S.à r.l. (“Pequod”), Harpoon S.à r.l. (“Harpoon”), Expanse S.à r.l. (“Expanse”), together (“Fintech”), through their direct subsidiary SETA, are the beneficial owners of 14.7% of our total capital stock. SETA directly owns Series B shares representing 1.9% of our total capital stock and owns Series BB shares that represent 12.8% of our capital stock. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB, all of its special rights, including its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, will remain in place. The rights and obligations of SETA in our management are explained in “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”

The termination of the Technical Assistance Agreement would also trigger the conversion of SETA’s remaining Series BB shares into Series B shares, resulting in the termination of all of SETA’s special rights. As long as the Technical Assistance Agreement remains in effect and SETA continues to hold at least 7.65% of our capital stock in the form of Series BB shares, it also has the right to appoint and nominate the same number of directors and officers that it is currently entitled to appoint under our bylaws. For further information on the Technical Assistance Agreement and its terms, see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Arrangements Relating to SETA.”

SETA’s continuing veto rights as holder of at least 7.65% of our capital stock in the form of Series BB shares and its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, which will continue for as long as it owns at least one Series BB share and the Technical Assistance Agreement remains in effect, could adversely impact our operations and constitute an obstacle for us to bring in a new strategic shareholder and/or operator. With the right to nominate, appoint and remove certain members of our senior management, SETA directs the actions of our management in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. Should SETA’s shares fall below this threshold, our management could change significantly, and our operations could be adversely affected as a result. In the event of termination of the Technical Assistance Agreement, SETA would cease to have the special rights of the Series BB shares, which may adversely affect and disrupt our operations.

On September 14, 2020, Empresas ICA, S.A.B. de C.V. and Controladora de Operaciones de Infraestructura, S.A. de C.V. (“CONOISA”) filed Amendment No. 9 amending the Schedule 13D filed with the SEC, informing that prior to June 12, 2020, SETA was a wholly-owned subsidiary of ICA Tenedora,. S.A. de C.V. (“ICATEN”). On June 10, 2020, each of Bagual, Grenadier, Pequod, Harpoon and Expanse entered into a Stock Purchase Agreement with ICATEN and in the case of Bagual, a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was Ps. 5.47 per share for 862,703,377 shares.

The interests of SETA, Fintech, or any new controlling shareholder, may differ from those of our other shareholders and can be contrary to the preferences and expectations of our other shareholders. SETA and the officers nominated or appointed by it may not exercise their rights in ways that favor the interests of our other shareholders. Furthermore, as a result of our board’s decision-making process, officers appointed by SETA may influence decisions taken by the rest of our officers.

Risks Related to Our ADSs

You may not be entitled to participate in future preemptive rights offerings.

Under Mexican law, if we issue new shares for cash as part of a capital increase, we generally must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in the Company. Rights to purchase shares in these circumstances are known as preemptive rights. We may not legally be permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any future capital increase, 27

Table of Contents unless we file a registration statement with the SEC with respect to that future issuance of shares or the offering qualifies for an exemption from the registration requirements of the Securities Act of 1933, as amended.

At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC and any other factors that we consider important to determine whether we will file such a registration statement.

We may not file a registration statement with the SEC in the future to allow holders of ADSs or shares in the United States to participate in a preemptive rights offering. In addition, under current Mexican law, sales by the depository of preemptive rights and distribution of the proceeds from such sales to you, the ADS holders, is not possible. As a result, your equity interest in the Company may be diluted proportionately.

Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.

Under Mexican law, a shareholder is required to deposit its shares with the Secretary of the Company, S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), a Mexican or foreign credit institution or a brokerage house in order to attend a shareholders’ meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with the procedures provided for in the deposit agreement, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.

FORWARD-LOOKING STATEMENTS

This Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our annual and periodic reports to the SEC on Forms 20-F and 6-K, in our annual report to shareholders, in offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include but are not limited to:

●	projections of operating revenues, net comprehensive income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios,

●	statements of our plans, objectives or goals,

●	changes in our regulatory environment,

●	statements about our future economic performance or that of Mexico, and

●	statements of assumptions underlying such statements.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the projections, plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors, some of which are discussed above under “Risk Factors,” include material changes in the performance or terms of our concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties, including the duration and severity of the COVID-19 outbreak and its impacts on our business; may cause actual results to differ materially from those in forward-looking statements. 28

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Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments.

Item 4. Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., which we refer to by the acronym “GACN”, is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment. The duration of our corporate existence is indefinite. We are a holding company and conduct substantially all of our operations through our subsidiaries. The terms “GACN”, “the Company”, “we”, “us” and “our” in this annual report refer to Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., together with its subsidiaries, and to properties and assets that we own or operate, unless otherwise specified. Our registered office is located at Plaza Metrópoli Patriotismo, Piso 5, Av. Patriotismo 201, Col. San Pedro de los Pinos, Benito Juárez, Ciudad de México, México 03800, telephone +52.81.8625.4300. Our U.S. agent is Puglisi & Associates. Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.

The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us. The reports and information statements and other information about us can also be downloaded from the SEC’s website or our website at http://www.oma.aero.

Investment by SETA and Its Affiliates

In 2000, as part of the first stage of our privatization, the Mexican government sold Series BB shares to SETA in a public bidding process. Pursuant to this transaction, SETA paid the Mexican government a total of Ps.864,055,578 (amount in nominal pesos, excluding interest) (U.S.$76.0 million based on the exchange rate in effect on the date of SETA’s bid) in exchange for:

●	all of our Series BB shares, which in 2000 represented 15.0% of our outstanding capital stock;
●	an option to acquire from the Mexican government shares representing 36.0% of the capital stock in 2000. This option was subsequently assigned to and exercised by Aeroinvest (currently CONOISA);
---	---
●	an option to subscribe for up to 3% of newly issued Series B shares (1% of which expired unexercised on June 14, 2005, and 2% of which was exercised in September 2006); and
---	---
●	the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including SETA) (the “Participation Agreement”), a 15-year Technical Assistance Agreement setting forth SETA’s right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders’ agreement under terms established during the public bidding process. These agreements are described in greater detail under “Item 7. Major Shareholders and Related-Party Transactions.”
---	---

Currently, Series BB shares represent 12.8^^% of our capital stock and the remainder consist of Series B shares.

SETA’s current shareholders are:

●

Fintech, through its wholly-owned subsidiaries , which own directly 100% of SETA. Bagual owns 19.6% of the capital stock of SETA; Grenadier owns 21.5% of the capital stock of SETA; Pequod owns 21.5% of the capital stock of SETA; Harpoon owns 20.4% of the capital stock of SETA and Expanse owns 17.1% of the capital stock of SETA. On June 10, 2020, each of the wholly-owned subsidiaries previously mentioned entered into a Stock Purchase Agreement with ICATEN and in the

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case of Bagual, a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was 5.47 Mexican pesos per share for 862,703,377 shares. SETA currently owns all of the outstanding Series BB shares representing 12.8% of our capital stock and also owns Series B shares representing 1.9% of our total capital stock.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 2020 amounted to approximately Ps.81,164 thousand. This agreement is more fully described in “Item 7. Major Shareholders and Related-Party Transactions.”

Initial Public Offering

On November 29, 2006, a Mexican trust established by Nacional Financiera, S.N.C., or NAFIN (a Mexican national credit institution and development bank owned and controlled by the Mexican Government), acting pursuant to the instructions of the Ministry of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of ADSs and Series B shares, concurrently in the United States and Mexico. The net proceeds from the sale of the shares totaled approximately U.S.$432.2 million and were paid to the Mexican government.

Master Development Programs and Capital Expenditures

Master Development Program

Every five years, we are required to submit to the Ministry of Communications and Transportation for approval a Master Development Program for each of our concessions describing, among other matters, our traffic forecasts for the following 15 years, and detailed expansion, modernization and major and minor maintenance plans for the following five years. Each Master Development Program is required to be updated and resubmitted for approval to the Ministry of Communications and Transportation every five years. Upon such approval, the Master Development Program is binding for the following five years and deemed to constitute part of the relevant concession. Any major construction, renovation or expansion of an airport generally may only be made pursuant to a concession holder’s Master Development Program and upon approval by the Ministry of Communications and Transportation. In November 2020, the Ministry of Communications and Transportation approved the Master Development Programs for each of our subsidiary concession holders for the 2021 to 2025 period. These five-year Master Development Programs, which were approved by the Ministry of Communications and Transportation, are in effect from January 1, 2021 until December 31, 2025, and we are required to comply with them on a year-by-year basis. We do not expect the COVID-19 pandemic to affect our committed investments under the current Master Development Programs. 30

Table of Contents The following table sets forth our committed investments, including major maintenance expenditures, under our Master Development Programs by airport for 2021 through 2025. Figures are updated based on the Producer Price Index for the construction industry:

Committed Investments Under Master Development Programs byAirport for 2021 through 2025 ^(1)^


		For the Year Ended December 31,
	****		****		****		****		****		****	Total
		2021		2022		2023		2024		2025		2021 - 2025
		(in thousands of pesos)
Acapulco		169,017		54,220		45,189		19,988		40,858		329,272
Ciudad Juárez		233,915		202,913		313,188		195,768		62,014		1,007,799
Culiacán		279,206		301,991		333,872		72,891		88,512		1,076,472
Chihuahua		188,108		166,830		210,734		116,083		72,699		754,453
Durango		73,650		112,310		82,069		44,354		24,791		337,173
Mazatlán		79,162		70,696		131,412		15,272		40,001		336,542
Monterrey		947,082		1,336,164		1,238,833		1,871,495		1,688,744		7,082,318
Reynosa		104,664		44,173		44,805		35,838		28,960		258,440
San Luis Potosí		154,519		83,211		90,005		51,135		29,798		408,668
Tampico		104,325		69,792		54,446		10,940		51,502		291,004
Torreón		82,090		110,730		38,894		27,978		33,258		292,950
Zacatecas		71,296		24,093		18,759		16,843		22,386		153,377
Zihuatanejo		78,468		77,944		18,534		31,542		51,943		258,432
Total		2,565,502		2,655,068		2,620,741		2,510,125		2,235,465		12,586,901

(1)	In pesos with purchasing power as of December 2020.

The following table sets forth our committed investments, including major maintenance expenditures, under our Master Development Programs by category for 2021 through 2025:

Committed Investments Under Master Development Programs by

Category for 2021 through 2025 ^(1)^


		For the Year Ended December 31,
	****		****		****		****		****		****	Total
		2021		2022		2023		2024		2025		2021 - 2025
		(in thousands of pesos)
Terminal capacity expansions and quality projects		610,054		1,051,955		1,295,208		1,444,221		1,438,497		5,839,936
Projects to meet ICAO directives		236,096		139,842		14,053		10,260		9,502		409,753
Operational Infrastructure Expansion		190,178		176,799		158,040		209,535		313,502		1,048,054
Runways and aprons		371,483		441,930		348,335		284,352		135,296		1,581,395
Machinery and equipment		437,868		527,027		198,793		159,582		217,715		1,540,984
Security, Safety and Information Technology Equipment		388,412		156,264		544,285		361,149		81,534		1,531,644
Other		331,412		161,252		62,027		41,027		39,418		635,135
Total		2,565,502		2,655,068		2,620,741		2,510,125		2,235,465		12,586,901

(1)	In pesos with purchasing power as of December 2020.

Table of Contents Expenditures Under the Master Development Programs and Other Strategic Capital Expenditures

Expenditures incurred to comply with our obligations under the Master Development Programs include expenditures associated with improvements to our concession assets, major maintenance costs and other items recorded as operating costs as incurred. Major maintenance expenditures are not subject to capitalization and reduce our major maintenance provision. See “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Major Maintenance Provision.” Thus, not all expenditures incurred to comply with our obligations under the Master Development Programs will constitute capital expenditures.

In addition to investments in our Master Development Programs, we have also invested in commercial, real estate and other business opportunities, including our investment in hotels in Terminal 2 of the Mexico City International Airport and in the Monterrey airport, as well as our industrial park in the Monterrey airport.

The following table sets forth our actual capital expenditures, including capital expenditures made pursuant to our Master Development Programs and other strategic capital expenditures by airport for 2016 through 2020:

Actual Capital Expenditures by Airport for 2016 through 2020


		For the Year Ended December 31,
	****	2016	2017	****	2018	****	2019	2020
		(in thousands of pesos)
Acapulco		77,069	372,253		279,099		12,221	34,592
Ciudad Juárez		10,005	33,404		9,096		29,839	78,794
Culiacán		9,896	44,389		34,035		65,480	40,919
Chihuahua		16,202	122,448		141,908		173,576	37,908
Durango		4,478	19,991		13,788		48,932	47,209
Mazatlán		19,632	30,222		31,306		37,812	23,805
Monterrey		98,585	505,445		282,514		244,038	748,245
Reynosa		23,944	127,353		153,562		63,443	30,191
San Luis Potosí		24,553	108,757		231,726		71,716	53,596
Tampico		32,157	46,742		26,169		111,210	50,152
Torreón		5,834	20,017		19,990		9,105	29,400
Zacatecas		7,789	19,174		9,656		17,555	29,443
Zihuatanejo		25,822	28,138		13,587		105,374	74,516
Other		173,427	103,626		67,927		58,625	122,714
Total		529,393	1,581,959		1,314,363		1,048,926	1,401,483

Table of Contents The following table sets forth our actual capital expenditures by category across all of our airports for 2016, 2017, 2018, 2019 and 2020:

Actual Capital Expenditures by Category for 2016 through 2020


	For the Year Ended
	December 31,
	2016	2017	****	2018	2019	2020
	(in thousands of pesos)
Capacity and quality project	140,989	882,289		961,580	598,829	946,848
Projects to meet ICAO directives	13,412	113,561		71,813	52,345	57,788
Facilities for disabled passengers	820	628		7,289	—	591
Environmental projects	6,616	12,429		6,655	3,350	4,279
Projects requested by competent authorities	2,283	8,216		4,126	692	16,806
Runways and aprons	12,552	1,735		—	220,647	95,033
Machinery and equipment	11,657	2,863		—	15,413	8,672
Operative standards equipment	19,669	78,735		25,804	10,027	33,475
Security — investments	7,287	27,309		6,074	17,305	29,398
Information systems — investments	5,565	58,545		43,738	16,972	14,432
Baggage-screening system — investments	775	81,942		12,538	820	22,363
Other	307,768	313,707		174,746	112,527	171,798
Total	529,393	1,581,959		1,314,363	1,048,926	1,401,483

In 2018, 2019 and 2020, our major maintenance expenditures totaled Ps. 139,320 thousand, Ps.305,133 thousand, and Ps.103,704 thousand, respectively. For a detailed reconciliation of expenditures actually made during 2018, 2019 and 2019 and their classification in our consolidated financial statements for such periods, see “Item 5 Operating and Financial Review and Prospects—Liquidity and Capital Resources—Principal Uses of Capital.”

Our actual capital expenditures from 2018 through 2020 were allocated to the following types of investments at the majority of our airports:

●	Terminals. We started the construction of five building expansions, and we completed the construction of three expansion projects in 2019 and 2020. We also improved our airports’ terminals by, among others, updating our lighting and air conditioning systems, replacing our fire detection and suppression equipment, installing new elevators and escalators and upgrading our public information systems.
●	Paved surfaces. We performed major rehabilitation work on our runways, taxiways and service roads to meet ICAO standards, including the modernization of our illuminated navigation aid systems to improve the safety of our airports. We expanded several aircraft aprons for general and commercial aviation, particularly at the Monterrey airport. We also completed construction of two taxiways at each of the Culiacan airport and Monterrey airport, two new car rental facilities at each of the Monterrey and Acapulco airports, an expansion of the Chihuahua airport parking lot, and a new parking lot at Ciudad Juarez airport. We began the construction of three new parking lots at the Monterrey airport.
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●	Machinery and equipment. We invested in machinery and equipment such as aircraft-approved fire-extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment. We purchased operational and passenger ground vehicles and completed construction of a new power main substation at the Acapulco airport. We also began the renewal of our runway light technology from halogen to solar LED in Reynosa, Tampico, Acapulco, Monterrey and Durango airports. We began the construction of a new electrical substation at the Monterrey airport.
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●	Baggage-screening system – investments. We updated the screening equipment in six of our airports to facilitate compliance with the new baggage-screening guidelines that require a comprehensive screening process for the detection of explosives.
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Table of Contents

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OMA-VYNMSA Industrial Park at the Monterrey airport. We continued with the expansion of our OMA-VYNMSA industrial park located at the Monterrey airport. As of December 31, 2020, we had a total construction of 9 warehouses with a total leasable area of 58,940 square meters (634,426 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 40 to 144 months. Construction of an additional warehouse with an area of 4,849 square meters (52,192 square-feet) was completed in January 2021.

BUSINESS OVERVIEW

Our Operations

Through our subsidiaries, we hold concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in the country’s central and northern regions. Each of our concessions has a term of 50 years beginning on November 1, 1998. The term of each of our concessions may be extended by the Ministry of Communications and Transportation under certain circumstances for up to 50 additional years. The terms of our concessions also include the right to occupy, use and improve the land appurtenant to our airports, which we do not own and which will revert to the Mexican government upon the termination of our concession. As operator of the 13 airports under our concessions, we charge fees to airlines, passengers and other users for the use of the airports’ facilities. We also derive rental and other income from commercial and diversification activities conducted at our airports, such as the leasing of space to restaurants and retailers, the operation of parking facilities, the operation of the OMA Carga business, the Terminal 2 NH Collection Hotel and the Hilton Garden Inn Hotel at the Monterrey airport, among others.

We operate 13 airports, which serve a major metropolitan area (Monterrey), three tourist destinations (Acapulco, Mazatlán and Zihuatanejo), seven regional centers (Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas) and two border cities (Ciudad Juárez and Reynosa). Our airports are located in nine of the 32 Mexican states, covering a territory of approximately 926,421 square kilometers (575,667 square miles), with a population of approximately 29.0 million according to the Mexican National Institute of Statistics and Geography. All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and to maintain customs and immigration services managed by the Mexican government, as well as refueling services.

According to figures published by the AFAC, our total aviation passenger traffic accounted for approximately 14.2% of all arriving and departing total aviation passengers in Mexico in 2020.

In 2020, we recorded revenues of Ps.5,367,466 thousand (U.S.$269,604 thousand) and consolidated net income of Ps.1,097,879 thousand (U.S.$55,146 thousand), the sum of our aeronautical and non-aeronautical revenues was Ps. 4,113,597 thousand (U.S.$206,623 thousand) and our airports handled approximately 11.1 million terminal passengers, a decrease of 52.3% with respect to the 23.2 million terminal passengers handled in 2019.

Our airports serve several major international routes, including Monterrey-Houston, Monterrey-Dallas, San Luis Potosí-Dallas, Monterrey-San Antonio, Chihuahua-Dallas, Mazatlán-Los Angeles, Mazatlán-Phoenix, Monterrey-Atlanta, Zihuatanejo-Los Angeles and Monterrey-Las Vegas. Our airports also serve several other major international destinations, including Dallas, Chicago, Houston, Los Angeles, Detroit, Minneapolis, Denver, Miami, New York, San Jose California and Phoenix in the United States, Havana, Cuba and Panama City. In addition, our airports serve major resort destinations, such as Acapulco, Mazatlán and Zihuatanejo, which are popular destinations in Mexico frequented by tourists from Mexico, the United States and Canada. Our airports also serve major domestic routes, including Monterrey-Mexico City, which was the country’s busiest domestic route in 2020, with approximately 1.6 million total passengers (including passengers flying directly to the nearby airport of Toluca, which are counted together with those flying to Mexico City), according to the AFAC. Other major domestic routes served by our airports include Cancún-Monterrey, Tijuana-Culiacán and Chihuahua-Mexico City, with approximately 832,462, 608,145 and 406,554 total passengers, respectively, in 2020, according to the AFAC.

Our international traffic in 2020 decreased by 56.9% compared to 2019, principally as a result of temporary suspensions in the operations of United Airlines’ Monterrey-Houston route, American Airlines’ Monterrey-Dallas route, 34

Table of Contents Delta Airlines’ Monterrey-Atlanta route, United Airlines’ Monterrey-Chicago route, Alaska Airlines’ Mazatlán-Los Angeles route, Aeroméxico’ Monterrey-Los Angeles route, United Airlines’ San Luis Potosí-Houston route, Delta Airlines’ Monterrey-Detroit route, Aeroméxico’ Monterrey-New York route, Interjet’ Monterrey-Las Vegas route and Alaska Airlines’ Zihuatanejo-Los Angeles route.

Monterrey and its metropolitan area is the third largest city in Mexico based on population, with a population of approximately 5.0 million. Monterrey ranks among Mexico’s most established urban and commercial centers and is the capital of the state of Nuevo León, Mexico’s seventh largest state based on population. It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities. Business travelers account for a substantial portion of passengers at the Monterrey airport. The Monterrey airport is our leading airport based on passenger traffic volume, air traffic movements and contribution to revenues and ranked as the fifth busiest airport in Mexico based on passenger traffic volume in 2020, according to data published by the AFAC. In 2020, our Monterrey airport accounted for approximately 45.1% of our terminal passenger traffic, 47.7% of our total revenues and 42.7% of the sum of our aeronautical and non-aeronautical revenues.

Three of our airports, Acapulco, Mazatlán and Zihuatanejo, serve popular Mexican tourist destinations. Acapulco is Mexico’s 24^th^ largest tourist destination, Mazatlán is the 10^th^ and Zihuatanejo is the 12^th^, based on the number of international visitors in 2020 according to the AFAC. Acapulco is a principal port of call for cruise ships. In 2020, the Acapulco, Mazatlán and Zihuatanejo airports collectively accounted for 13.2% of our aggregate terminal passengers, 11.4% of our total revenues and 12.4% of the sum of our aeronautical and non-aeronautical revenues.

Seven of our airports serve small and mid-sized cities that are important regional centers of economic activity, with diverse economic activities such as mining (the Durango and Zacatecas airports), maquiladora manufacturing (the Chihuahua and Torreón airports), petroleum and chemical production (the Tampico airport), agriculture and livestock (the Culiacán airport) and transportation and logistics (the San Luis Potosí airport). In 2020, these seven regional airports collectively accounted for 32.5% of our aggregate terminal passengers, 27.6% of our total revenues and 28.8% of the sum of our aeronautical and non-aeronautical revenues.

The remaining two airports in the group, the Ciudad Juárez and Reynosa airports, serve cities situated along the border of Mexico and the United States. Both Ciudad Juárez and Reynosa are popular entry points to the United States. In 2020, the Ciudad Juárez and Reynosa airports collectively accounted for 9.2% of our aggregate terminal passengers, 7.3% of our total revenues and 7.5% of the sum of our aeronautical and non-aeronautical revenues.

Additionally, we operate four bonded warehouses under the OMA Carga brand that provide cargo logistics services, which include storage, handling, custody maneuvers, loading and unloading, and x-ray screening of exports, among other services. Two bonded warehouses operate at the Monterrey airport, one operates at the Ciudad Juárez airport and the other at the Chihuahua airport.

We also have a 90% investment with a Mexican subsidiary of the international hotel operator NH Hoteles SA under Consorcio Grupo Hotelero T2, S.A. de C.V. to develop and operate a 287-room hotel and more than 5,000 square meters (53,820 square feet) of commercial space inside Terminal 2 of Mexico City International Airport under a lease agreement (the “Lease”) with Mexico City International Airport that expires in 2029. The Terminal 2 NH Collection Hotel opened in August 2009. Under certain circumstances, the Mexico City International Airport can terminate the Lease at any time with partial or no compensation to us. 35

Table of Contents In November 2012, as part of our diversification activities, we signed a strategic alliance agreement with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. (“VYNMSA”), to build and operate an industrial park at the Monterrey airport. As part of this strategic alliance, 32.4 hectares (80.06 acres) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park. The industrial park was inaugurated on March 20, 2015, and as of December 2020 we had built a total of 9 warehouses with a total leasable area of 58,940 square meters (634,426 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 40 to 144 months. An additional warehouse was developed, which construction ended in January 2021, with an area of 4,849 square meters (52,192 square-feet).

We also have an investment with Grupo Hotelero Santa Fe, S. de R.L. de C.V. (“Grupo Hotelero Santa Fe”), a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand. The hotel started operations on August 27, 2015.

We consider OMA Carga, our hotel operations and the operation of our industrial park a key part of our diversification strategy to increase our non-aeronautical revenues.

The following table provides summary data for each of our 13 airports for the years ended December 31, 2018, 2019 and 2020:


		For the Year Ended December 31,
		2018										2019										2020
										Aeronautical										Aeronautical										Aeronautical
						Sum of				and Non-						Sum of				and Non-						Sum of				and Non-
						Aeronautical				Aeronautical						Aeronautical				Aeronautical						Aeronautical				Aeronautical
						and				Revenues						and				Revenues per						and				Revenues
		Terminal				Non-Aeronautical				per Terminal		Terminal				Non-Aeronautical				Terminal		Terminal				Non-Aeronautical				per Terminal
		Passengers				Revenues^(1)^				Passenger^(2)^		Passengers				Revenues^(1)^				Passenger^(2)^		Passengers				Revenues^(1)^				Passenger^(2)^
	****	(Number	****		****	(in millions	****		****		****	(Number	****		****	(in millions	****		****		****	(Number	****		****	(in millions	****		****	(in pesos)
Airport	****	in millions)		%	****	of pesos)		%		(pesos)	****	in millions)		%	****	of pesos)		%		(pesos)	****	in millions)		%	****	of pesos)		%
Metropolitan destination:
Monterrey		10.7		49.8	%	3,097.4		50.1	%	288.6		11.2		48.2	%	3,367.7		48.5	%	301.3		5.0		45.1	%	1,757.6		46.7	%	351.9
Total metropolitan destination	^^	10.7		49.8	%	3,097.4		50.1	%	288.6	^(3)^	11.2		48.2	%	3,367.7		48.5	%	301.3	^(3)^	5.0		45.1	%	1,757.6		46.74	%	351.9
Tourist destinations:
Acapulco		0.7		3.4	%	216.9		3.5	%	293.5		0.9		3.8	%	268.2		3.9	%	306.4		0.4		3.6	%	144.4		3.8	%	364.6
Mazatlán		1.0		4.9	%	322.9		5.2	%	310.9		1.2		5.0	%	374.2		5.4	%	322.2		0.7		6.7	%	248.6		6.6	%	335.8
Zihuatanejo		0.6		2.6	%	190.5		3.1	%	336.3		0.6		2.7	%	217.1		3.1	%	347.3		0.3		2.9	%	117.0		3.1	%	368.6
Total tourist destinations	^^	2.3		10.9	%	730.3		11.8	%	311.6	^(3)^	2.7		11.5	%	859.5		12.39	%	322.9	^(3)^	1.4		13.2	%	510.0		13.56	%	350.80
Regional destinations:
Chihuahua		1.6		7.2	%	420.9		6.8	%	270.4		1.7		7.3	%	478.4		6.9	%	281.4		0.8		7.4	%	261.8		7.0	%	320.0
Culiacán		2.3		10.5	%	596.9		9.6	%	262.8		2.5		10.6	%	684.3		9.9	%	278.3		1.4		12.4	%	411.3		10.9	%	299.5
Durango		0.4		1.9	%	123.1		2.0	%	293.9		0.5		2.3	%	163.6		2.4	%	310.4		0.3		2.5	%	90.6		2.4	%	334.0
San Luis Potosí		0.6		2.9	%	197.3		3.2	%	314.9		0.6		2.8	%	210.0		3.0	%	326.4		0.3		2.8	%	136.6		3.6	%	441.5
Tampico		0.7		3.4	%	217.4		3.5	%	295.1		0.7		3.2	%	225.2		3.2	%	304.7		0.3		2.4	%	91.7		2.4	%	338.7
Torreón		0.7		3.2	%	207.1		3.3	%	303.8		0.7		3.1	%	225.1		3.2	%	317.7		0.3		2.9	%	112.3		3.0	%	350.1
Zacatecas		0.4		1.7	%	117.6		1.9	%	320.4		0.5		2.1	%	155.4		2.2	%	327.1		0.2		2.1	%	81.8		2.2	%	352.1
Total regional destinations	^^	6.7		30.8	%	1,880.3		30.3	%	282.4	^(3)^	7.2		31.3	%	2,142.0		30.9	%	295.4	^(3)^	3.6		32.5	%	1,186.1		31.5	%	329.9
Border destinations:
Ciudad Juárez		1.4		6.3	%	356.2		5.8	%	261.1		1.6		6.9	%	436.3		6.3	%	273.1		0.8		7.1	%	237.4		6.3	%	300.5
Reynosa		0.5		2.2	%	121.7		2.0	%	260.6		0.5		2.1	%	131.8		1.9	%	274.2		0.2		2.1	%	69.5		1.8	%	303.5
Total border destinations	^^	1.9		8.5	%	477.9		7.8	%	261.0	^(3)^	2.1		9.0	%	568.1		8.2	%	273.4	^(3)^	1.0		9.2	%	306.9		8.2	%	301.2
Sum of aeronautical and non-aeronautical revenues^(1)^	^^	21.6		100	%	6,185.8		100	%	286.8	^(3)^	23.2		100	%	6,937.3		100	%	299.4	^(3)^	11.1		100	%	3,761		100	%	339.9

(1)	Defined as the sum of aeronautical and non-aeronautical revenues for each airport, which does not include eliminations among our subsidiaries and does not include revenues from construction services. Revenues in millions rounded to the decimal.
(2)	Revenues per terminal passenger are calculated by dividing the sum of aeronautical and non-aeronautical revenues for each airport by the number of terminal passengers for each airport. The result has been rounded to the decimal.
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(3)	Represents average total revenues per terminal passenger for the applicable airports.

See Note 25 to our consolidated financial statements for further information by segment. The Company’s reportable segments under IFRS include its airports, the Terminal 2 NH Collection Hotel, the Hilton Garden Inn Hotel and the OMA-VYNMSA Industrial Park, individually, and information about our holding company and service companies has been combined in the “other” line item, as they represent other business activities and are segments that are not required to be reported separately. For purposes of analysis, segments are comprised of our two hotels and thirteen individual airports, which have been grouped into four different regions according to their location: metropolitan, tourist, regional and border airports. 36

Table of Contents Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports. In 2018, 2019 and 2020, aeronautical services revenues represented approximately 65.0%, 67.5% and 54.8%, respectively, of our total revenues and 76.0%, 76.0% and 71.5%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Our revenues from aeronautical services are derived principally from: passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services. Aeronautical services revenues are principally dependent on the following factors: passenger traffic volume, the number of air traffic movements, the weight of the aircraft, the duration of an aircraft’s stay at the airport, the time of day the aircraft operates at the airport and the specific prices charged for the service.

Passenger Charges

We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers) called the Tarifa de Uso de Aeropuerto. We do not collect passenger charges from arriving passengers. Passenger charges are included in the cost of a passenger’s ticket and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

The current agreements between our airports and our principal airline customers provide that payments for passenger charges will be between 30 and 60 days after the invoice delivery date. In 2020, the weighted average term of payment was 48 days.

International passenger charges are currently U.S. dollar-denominated but are collected in pesos based on the average exchange rate during the month prior to the flight, and the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso. Domestic passenger charges are peso-denominated. In 2018, 2019 and 2020, passenger charges represented approximately 86.5%, 86.6% and 81.6%, respectively, of our aeronautical services revenues, 56.2%, 58.5% and 44.7%, respectively, of our total revenues and 65.7%, 65.9% and 58.4%, respectively, of the sum of aeronautical and non-aeronautical revenues. Passenger charges vary at each airport and based on the destination of each flight.

Aircraft Landing Charges

We collect landing charges from all carriers including cargo carriers for their use of our runways and taxiways, illumination systems on the runways and taxiways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client. In 2018, 2019 and 2020, these charges represented approximately 4.0%, 4.0% and 5.0%, respectively, of our aeronautical services revenues, 2.6%, 2.7% and 2.7%, respectively, of our total revenues and 3.0%, 3.0% and 3.6%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Aircraft Parking, Boarding and Unloading Charges and Aircraft Long-Term Parking Charges

We collect various charges from all carriers including cargo carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges based on the time an aircraft is at an airport’s gate or parking position. Each of these charges varies based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and whether the service is domestic or international. We collect aircraft parking charges the entire time an aircraft is on our aprons. 37

Table of Contents We collect charges from carriers for the long-term use of facilities at our airports for aircraft long-term parking that does not involve the loading or unloading of passengers or cargo. These charges are based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and whether the service is domestic or international. Together with our aircraft parking, boarding and unloading charges described above, in 2018, 2019 and 2020, these charges represented approximately 3.4%, 3.2% and 4.2%, respectively, of our aeronautical services revenues, 2.2%, 2.2% and 2.3%, respectively, of our total revenues and 2.5%, 2.5% and 3.0%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Passenger Walkway Charges

Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via buses and other vehicles. These charges are generally based on the amount of time each service is used, the number of these services used, the time of day the services are used, the origin and destination of the flight and the nationality of the airline or client. In 2018, 2019 and 2020, these charges represented approximately 0.9%, 0.8% and 0.7%, respectively, of our aeronautical services revenues, 0.6%, 0.6% and 0.4%, respectively, of our total revenues and 0.7%, 0.6% and 0.5%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Airport Security Charges

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. Independent subcontractors provide airport security services at our airports. In 2018, 2019 and 2020, these charges represented approximately 1.1%, 1.1% and 1.0%, respectively, of our aeronautical services revenues, 0.7%, 0.7% and 0.6%, respectively, of our total revenues and 0.8%, 0.8% and 0.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

The ICAO, the AFAC and the Office of Public Security issue guidelines for airport security in Mexico. In response to the September 11, 2001 terrorist attacks in the United States, we have taken additional steps to increase security at our airports. The ICAO issued directives in October 2001 establishing new rules and procedures to be adopted at our airports. Under these directives, these rules and procedures were to be implemented immediately and for an indefinite period of time.

Several of our airline customers have also contributed to the enhanced security at our airports as they have adopted new procedures and guidelines established by the ICAO applicable to airlines. Some measures adopted by the airlines included adding more points for verification of passenger identification, inspecting luggage prior to check-in and reinforcing controls over access to airplanes by various service providers (such as baggage handlers and food service providers).

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives. Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012. In some countries, such as the United States, the federal government (in the case of the United States, through TSA) is responsible for screening checked baggage. Under Mexican law, however, airlines are responsible for screening checked baggage. On May 1, 2014 and July 1, 2016, the AFAC published mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16, respectively, which require that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines. Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process. In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus become subject to potential liability, if Mexican law changes in the future. Revenues derived from checked baggage screening are classified as non-aeronautical revenues see “Item 4. Information on the Company—Our Sources of Revenue.”

Table of Contents In response to the COVID-19 pandemic, we have implemented, among others, the following measures, which increased airport costs and expenses during 2020:

●	installed disinfectant gel dispensers based on alcohol at a minimum of 70% in public areas and strategic points,
●	mandated the use of face coverings in all areas,
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●	installed temperature checkpoints at entry points for passengers and airport personnel,
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●	provided personal protection equipment (PPE) (facemasks, gloves, face shields) to all our airport personnel,
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●	installed disinfectant mats to eliminate viruses and bacteria on footwear at the entrances to the terminals and offices,
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●	installed protective acrylics to minimize the transmission routes of COVID-19 between passengers and personnel in the airport facilities, including at information modules and commercial areas, such as stores and rental companies,
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●	installed physical barriers to ensure entry only and exit only flows,
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●	distributed the questionnaire required by AFAC for the “Identification of Risk Factors in Travelers” in paper and electronic form,
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●	increased the cleaning and sanitation cycles in all areas of our facilities, including through the increased use of disinfectants and the daily cleaning of transport equipment,
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●	established guidelines for effective, efficient and recurrent supervision of compliance with health measures to prevent the spread of COVID-19,
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●	displayed COVID-19 information, including national and international regulations regarding the pandemic and other relevant information, on all our airport information screens,
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●	instituted work from home and staggered activity policies in certain departments, and
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●	circulated to airport personnel informational materials on preventive measures and questionnaires to detect health risks.
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Complementary Service Providers

At each of our airports, we earn revenues from charging access and other fees from third-party providers, ramp-handling and baggage-handling services, catering services, aircraft security, providers of aircraft maintenance and repair and fuel. These access fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of their total revenues. We currently maintain contracts with 51 companies that provide the majority of these complementary services at our 13 airports.

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there is no third party providing such services. If any service providers were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves.

On November 1, 1998, the Company entered into an agreement with the Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares or “ASA”), pursuant to which the Company granted the agency access to the facilities at the Company’s airports for a nominal fee in order for ASA to buy, sell and supply fuel in such facilities. On July 21, 2018, the Mexican Bureau of Civil Aviation (currently AFAC) published a notice in the Federal Official Gazette clarifying the scope of Transitory Article Nine of the Regulations of the Mexican Airport Law, stating that as of the publication of the Hydrocarbons Law on August 11, 2014, the fuel market was to be considered open so that any interested party can distribute and sell Jet-A fuel. This clarification opens the possibility for third parties complying with the applicable legal requirements to provide fuel distribution and supply services within the airports operated by the Company. As of the date of this report, there are no third parties, other than ASA, providing fuel distribution and supply services within such airports. 39

Table of Contents Leasing of Space to Airlines

We derive aeronautical revenues from leasing space in our airports to airlines that is necessary for their operations, such as ticket counters and offices. Our lease agreements with airline customers for the use of space in our airports are typically for terms of three years with provisions for periodic inflation adjustments to our rental fees.

Cargo Handling

Cargo-related revenues include revenues from the leasing of space in the airside of our airports to cargo handling agents and shippers, landing fees for each arriving aircraft carrying cargo and a portion of the revenues derived from other complementary services provided in connection with cargo services. Cargo-related revenues are largely aeronautical and therefore subject to maximum rates applicable to aeronautical revenue sources.

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues.

Permanent Ground Transportation

We receive revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on our airport premises. Our revenues from providers of ground transport services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis, are subject to price regulation.

Non-Aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services. Our revenues from non-aeronautical services are principally derived from (i) commercial activities, such as the leasing of space in our airports to retailers, restaurants and other commercial tenants, maintaining and operating parking facilities and advertising; (ii) diversification activities, such as OMA Carga, hotel services, operation and lease of the industrial park and real estate services and (iii) complementary activities, which principally include the baggage-screening system and the leasing of space to airlines.

None of our revenues from non-aeronautical services are regulated under our maximum-rate price regulation system, though other authorities may regulate them. For example, our parking facilities may be subject to certain municipal regulations.

As one of the main parts of our business strategy, we have prioritized increasing our non-aeronautical revenues, seeking new and improved commercial prices at our airports, as well as the development of the diversification and complementary activities. As a result of our efforts during the last ten years, our non-aeronautical revenues have increased as a percentage of our revenues. In 2010, non-aeronautical revenues represented 14% of our total revenues, while in 2018, 2019, and 2020 non-aeronautical revenues accounted for approximately 20.6%, 21.3% and 21.8% of our total revenues, respectively. Non-aeronautical revenues represented 24.0%, 24.0%, 28.5% in 2018, 2019 and 2020, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Revenues from Commercial Activities

As another main part of our business strategy to enhance our non aeronautical revenues, we have prioritized increasing our revenues per passenger from commercial activities in our airports through the development of new areas, introduction of new services, brands and promotion of the commercial services described below. As a consequence of the outbreak of COVID-19, our revenues from commercial activities decreased by 37.6% in 2020 as compared to 2019 as revenues from commercial activities are largely dependent on passenger traffic. In order to reduce the impact from the outbreak of COVID-19 and to position our commercial revenues for future growth as demand for air travel recovers, the following initiatives have been implemented or expanded:^^ 40

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●	Expanding and reconfiguring the commercial space available in our airport terminals. In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase passengers’ exposure to the commercial businesses operating in our airports. As a result, during the last ten years, we increased the total area available for commercial activity in our 13 airports by approximately 59.7%, and have more than doubled the commercial area in the Monterrey airport. As of December 31, 2020, the total area available for commercial activity at our 13 airports was 21,907.92 square meters (235,816.85 square feet), with an occupancy rate of 89.9%.
●	Supporting our commercial tenants through the effects of COVID-19 as a direct response to the pandemic, and ensuring that commercial services continue despite the pandemic by providing support programs, such as discounts and a payment deferral program, to certain commercial activities that were largely impacted by the decrease in passenger traffic. Such support programs are voluntary and solely to address the pandemic and do not represent ongoing obligations of the Company.
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●	Renegotiating agreements with commercial tenants to be more consistent with market practice. We improved our lease arrangements with existing tenants by adopting a new type of contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. We estimate, based on the nature of our commercial tenants, that approximately 57% of our commercial contracts are subject to royalty-based leasing arrangements.
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●	Improving the quality of retail offerings in our airports. Historically, commercial tenants in our terminals consisted of small, often similar, local businesses offering goods and services of limited variety. We have leased redesigned space formerly occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality, diversity and brand recognition of commercial goods and services available to our passengers, which we believe, based in part on market surveys conducted at several of our airports, will increase the sales revenues of our commercial tenants, thereby increasing our revenues from commercial activities. As a result, our food and beverage service tenants currently offer internationally recognized brands such as Starbucks, Chili’s, Carl’s Jr, Krispy Kreme, Urban Corner, Sbarro and Gastro Hub. In order to promote commercial development at all of our airports, we encourage commercial tenants to lease bundles of commercial spaces among multiple airports that we operate.
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●	Providing timely commercial information. We use social media to communicate the commercial opportunities and activities at our airports on a daily basis. We believe that good communication is the best method to promote our commercial services. We advertise current deals and new commercial services and, in some cases, we offer seasonal deals in coordination with our tenants.
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●	Improving travel experience. Our commercial team works together with our operational team, airline clients and commercial tenants to devise customer-oriented solutions to deliver a better experience for all our passengers.
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Commercial activities in each of our airports currently consist of the following:

●	Parking facilities. Our concessions provide us the right to operate the car parking facilities at all of our airports. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Communications and Transportation. In 2020, we increased parking lot capacity at the Monterrey airport by adding 343 spaces, we opened a new parking lot at the Ciudad Juárez airport, with 201 spaces for long term stays, which increased existing spaces from 300 to 501.
●	Advertising. On October 4, 2018, we signed a lease and advertising services agreement with ISA Corporativo, SA de CV (“ISA”), effective as of October 4, 2018 through December 31, 2025.
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●

Parking facilities. Our concessions provide us the right to operate the car parking facilities at all of our airports. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Communications and Transportation. In 2020, we increased parking lot capacity at the Monterrey airport by adding 343 spaces, we opened a new parking lot at the Ciudad Juárez airport, with 201 spaces for long term stays, which increased existing spaces from 300 to 501.

●

Advertising. On October 4, 2018, we signed a lease and advertising services agreement with ISA Corporativo, SA de CV (“ISA”), effective as of October 4, 2018 through December 31, 2025.

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●	Retail and duty free. We have completed several renovation projects as part of our overall effort (described above) to improve the product mix and brand recognition of retail stores in the commercial areas at our airports. We also have several duty-free retailers that cater to international passengers.
●	Food and beverage services. Through the years, we have upgraded our restaurant and bar offerings, which has allowed us to attract world-class operators of food and beverage outlets offering a wide variety of cuisine options and service concepts.
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●	Car rentals. We have internationally known name-brand car rental providers at our airports and have encouraged car rental companies to establish on-site automobile pick-up and drop-off facilities at our airports. We have also encouraged our car rental providers to differentiate their VIP services and modernize their facilities.
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●	Time-share marketing and hotel promotion. We receive revenues from time-share developers and hotels to whom we rent space in our airports for the purpose of marketing and sales of time-share units as well as provide hotel transportation services.
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●	Financial services. We lease space to financial services providers (such as currency exchange bureaus, banks and ATMs) at our airports, and we charge providers of these financial services fees based partly on a percentage of the revenues recorded by their operations. ATM service is currently available at all of our airport terminals.
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●	Communications. We offer telephone, mobile phone and internet services at our airports through contractual agreements with service providers and offer wireless internet access at all of our airports.
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●	VIP Lounges. We lease space for the OMA Premium Lounge in the Monterrey, Mazatlán, Culiacán, Chihuahua, Acapulco and San Luis Potosí airports and for the American Express-Centurion VIP Lounge and CitiBanamex Beyond Lounge in the Monterrey airport, which provide their frequent flyers a luxury waiting lounge with comfortable seating, internet service, television and free newspapers, among other amenities.
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Revenues from Diversification Activities

To enhance our non-aeronautical revenues, we also focus our business strategy on generating new services and products to diversify our revenue sources, such as our OMA Carga business, hotel services and real estate services. We develop land not intended for aeronautical purposes at our airports for industrial, logistical or commercial uses that are directly or indirectly related to airport activities in order to strengthen the airports’ role as focal points of economic development in the cities where they are located.

As a consequence of the outbreak of COVID-19 our revenues from diversification activities decreased by 34.0% as compared to 2019. The following are our main diversification initiatives, of which, some of them were negatively affected during 2020:

●	Developments at Mexico City International Airport. In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2029. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%. The Terminal 2 NH Collection Hotel opened in August 2009. For the year ended December 31, 2020, total revenues decreased by 56.8% to Ps.110,299 thousand and annual average occupancy during such period was 40.2%, 4,390 basis points lower than in 2019. In 2020, the annual average rate per room was Ps.1,909.
●	Hotel at Monterrey Airport. In July 2013, we partnered with Grupo Hotelero Santa Fe, a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the
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Developments at Mexico City International Airport. In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2029. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%. The Terminal 2 NH Collection Hotel opened in August 2009. For the year ended December 31, 2020, total revenues decreased by 56.8% to Ps.110,299 thousand and annual average occupancy during such period was 40.2%, 4,390 basis points lower than in 2019. In 2020, the annual average rate per room was Ps.1,909.

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Hotel at Monterrey Airport. In July 2013, we partnered with Grupo Hotelero Santa Fe, a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the

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Monterrey airport under the Hilton Garden Inn brand. We own 85% of Consorcio Grupo Hotelero de Monterrey, S.A.P.I. de C.V. and Grupo Hotelero Santa Fe holds the remaining 15%. The Hilton Garden Inn at the Monterrey airport includes a restaurant and bar, business centers and a fitness center and is easily accessible from Terminals A and B of the airport. For the year ended December 31, 2020, total revenues decreased by 68.5% to Ps.32,614 thousand, compared to 2019, and annual average occupancy during such period was 36.1%, 4,160 basis points lower than in 2019. In 2020, the annual average rate per room was Ps.2,288. The hotel suspended operations form April 6, 2020 to July 6, 2020 due to low occupancy derived from the outbreak of COVID-19.
●	OMA Carga Operations. We operate four bonded warehouses that provide cargo logistics services, which include storage, handling, custody maneuvers, loading and unloading, and x-ray screening of exports, among other services. Two bonded warehouses operate at the Monterrey airport, one operates at the Ciudad Juárez airport and the other at the Chihuahua airport. Total revenues from OMA Carga Operations decreased by 5.9 % to Ps.11,554 thousand, in comparison to revenues from 2019. This decrease resulted from a reduction in volume of imports and exports mainly during COVID-19 lockdown periods in which manufacturing operations were temporally halted.
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●	Shopping Center and Office Plaza. Located in the outside areas of Terminal A of the Monterrey airport, the shopping center and office plaza consists of a two-story building with commercial space on the lower level and office space for rent on the upper level.
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●	Gasoline Service Station at Monterrey Airport. In December 2012, a gasoline service station within the Monterrey airport began operations. The 2,500 square meters (26,910 square feet) of land on which the service station is located is identified for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Mobil, for a renewable term of 15 years. Grupo ORSAN is responsible for the operation of and all investments in the service station. In 2020, the leasing of this land to Grupo ORSAN generated revenues of Ps.2,540 thousand.
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●	Strategic Alliance with VYNMSA. In November 2012, we, through our subsidiary OMA Logística, signed a strategic alliance agreement with VYNMSA, to build and operate an industrial park at the Monterrey airport, through the company OMA-VYNMSA Aero Industrial Park, S.A. de C.V. in which OMA Logística has a 51% ownership interest and VYNMSA has a 49% ownership interest. As part of this strategic alliance, 32.4 hectares (80.06 acres) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park. The industrial park was inaugurated on March 20, 2015, and as of December 2020 we had built a total of 9 warehouses with a total leasable area of 58,940 square meters (634,426 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 40 to 144 months. An additional warehouse with an area of 4,849 square meters (52,192 square-feet) was developed, which construction ended in January 2021.
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●	Office Center for Cargo Logistics Agents. Leasing of 1,045 square meters (11,248 square feet) of space at the Monterrey airport with an occupancy rate of 91.4% as of December 31, 2020.
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Revenues from Complementary Activities

Our complementary activities generated 16.9% of our non-aeronautical revenues in 2020. These include:

●	Leasing of space. Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain activities that are not essential to airport operations, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.
●	Baggage-Screening Services. The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006 and all domestic commercial flights as of July 2006 to undergo a comprehensive screening process for the detection of explosives. We
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completed the purchase and installation of screening equipment in all of our airports in 2015 to facilitate our airline customers’ compliance with the baggage-screening guidelines. We negotiated an increase to maximum rates as of 2013 with the Federal Civil Aviation Agency to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16. Our subsidiary Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening systems at our airports since March 1, 2012. In 2020, our revenues from the operation of checked-baggage screening system service, which are not subject to maximum rates, amounted to Ps. 86,491 thousand.

●Non-Permanent Ground Transportation. Our revenues from providers of ground transportation services deemed “nonpermanent” under applicable Mexican law, such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.

●	Access Rights. Revenues that we derive from granting access rights to transportation providers to terminal buildings at our airports are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.

Our Airports

In 2018, 2019 and 2020, our airports served a total of approximately 21.6 million, 23.2 million and 11.1 million terminal passengers, respectively. All of our airports are designated as international airports under applicable Mexican law, meaning that they are equipped to receive international flights and maintain customs and immigration facilities operated by the Mexican government.

The following table sets forth the percentage of terminal passenger traffic generated at our airports per type of destination during 2018, 2019 and 2020:


		Percentage of Total Passenger Traffic					****
Type of Destination	****	2018	****	2019	****	2020	****
Metropolitan (Monterrey)		49.8	%	48.2	%	45.1	%
Tourist (Acapulco, Mazatlán and Zihuatanejo)		10.9	%	11.5	%	13.2	%
Border (Ciudad Juárez and Reynosa)		8.5	%	9.0	%	9.2	%
Regional (Culiacán, Chihuahua, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas)		30.8	%	31.3	%	32.5	%

Table of Contents The following tables set forth the passenger traffic volume presented in amounts of (i) total passengers, (ii) terminal departing and arriving passengers and (iii) transit passengers, for each of our airports for the periods indicated:

Passenger Traffic


		For the Year Ended December 31,
		2016						2017						2018						2019						2020
	****	Terminal^(1)^	****	Transit^(2)^	****	Total	****	Terminal^(1)^	****	Transit^(2)^	****	Total	****	Terminal^(1)^	****	Transit^(2)^	****	Total	****	Terminal^(1)^	****	Transit^(2)^	****	Total	****	Terminal^(1)^	****	Transit^(2)^	****	Total
Total passengers:
Acapulco		718,493		5,478		723,971		685,124		5,198		690,322		739,120		15,340		754,460		875,315		14,298		889,613		395,948		1,704		397,652
Ciudad Juárez		1,102,855		19,262		1,122,117		1,173,135		7,846		1,180,981		1,364,028		9,725		1,373,753		1,597,471		8,168		1,605,639		790,009		3,053		793,062
Culiacán		1,726,654		12,227		1,738,881		1,909,651		14,480		1,924,131		2,270,834		10,477		2,281,311		2,458,863		8,915		2,467,778		1,373,102		2,571		1,375,673
Chihuahua		1,305,961		31,791		1,337,752		1,409,579		16,762		1,426,341		1,556,770		11,788		1,568,558		1,699,816		5,004		1,704,820		818,151		650		818,801
Durango		424,415		7,817		432,232		395,905		3,442		399,347		418,914		2,711		421,625		527,004		5,521		532,525		271,231		1,317		272,548
Mazatlán		973,440		35,656		1,009,096		994,283		22,085		1,016,368		1,038,555		14,220		1,052,775		1,161,155		21,573		1,182,728		740,306		8,310		748,616
Monterrey		9,178,533		18,608		9,197,141		9,771,630		28,232		9,799,862		10,733,186		36,620		10,769,806		11,176,555		24,797		11,201,352		4,994,170		4,341		4,998,511
Reynosa		563,952		545		564,497		485,727		288		486,015		466,934		158		467,092		480,524		169		480,693		229,058		221		229,279
San Luis Potosí		504,313		1,467		505,780		553,353		1,639		554,992		626,512		2,282		628,794		643,224		2,509		645,733		309,311		823		310,134
Tampico		717,599		8,685		726,284		717,342		4,199		721,541		736,627		2,638		739,265		739,143		2,750		741,893		270,835		728		271,563
Torreón		646,898		9,123		656,021		618,930		4,191		623,121		681,551		5,164		686,715		708,563		6,153		714,716		320,820		1,591		322,411
Zacatecas		343,136		2,802		345,938		349,453		1,470		350,923		366,871		2,639		369,510		475,241		3,849		479,090		232,352		1,003		233,355
Zihuatanejo		557,389		5,835		563,224		597,902		2,068		599,970		566,497		1,331		567,828		625,186		501		625,687		317,395		637		318,032
Total		18,763,638		159,296		18,922,934		19,662,014		111,900		19,773,914		21,566,399		115,093		21,681,492		23,168,060		104,207		23,272,267		11,062,688		26,949		11,089,637

(1)	Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft).

(2)	Terminal passengers who arrive at our airports but generally depart without changing aircraft.

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		For the Year Ended December 31,
		2016						2017						2018						2019						2020
	****	Domestic	****	International	****	Total	****	Domestic	****	International	****	Total	****	Domestic	****	International	****	Total	****	Domestic	****	International	****	Total	****	Domestic	****	International	****	Total
Terminal departing passengers:
Acapulco		323,773		40,745		364,518		305,337		41,326		346,663		327,220		43,948		371,168		392,382		46,383		438,765		178,343		22,046		200,389
Ciudad Juárez		533,229		4,233		537,462		573,739		2,244		575,983		668,369		3,927		672,296		772,724		5,856		778,580		384,557		1,677		386,234
Culiacán		850,046		20,723		870,769		940,889		22,723		963,612		1,118,311		25,413		1,143,724		1,210,867		30,656		1,241,523		681,298		11,417		692,715
Chihuahua		587,020		64,486		651,506		638,836		65,574		704,410		701,064		72,745		773,809		762,680		80,957		843,637		370,880		40,497		411,377
Durango		181,066		30,084		211,150		161,252		36,228		197,480		171,650		37,542		209,192		208,049		56,567		264,616		105,226		30,968		136,194
Mazatlán		341,246		145,987		487,233		341,616		157,267		498,883		363,086		157,710		520,796		413,165		166,222		579,387		279,964		94,180		374,144
Monterrey		3,908,835		661,811		4,570,646		4,193,276		674,556		4,867,832		4,612,687		728,440		5,341,127		4,777,176		774,363		5,551,539		2,195,445		288,703		2,484,148
Reynosa		270,902		244		271,146		234,880		3,210		238,090		225,614		3,354		228,968		230,461		3,392		233,853		108,582		1,809		110,391
San Luis Potosí		167,369		83,748		251,117		185,349		91,558		276,907		207,879		104,717		312,596		211,770		108,127		319,897		105,942		48,709		154,651
Tampico		333,111		27,728		360,839		332,405		28,354		360,759		333,706		37,904		371,610		331,815		38,671		370,486		123,884		14,274		138,158
Torreón		291,377		35,472		326,849		277,275		37,673		314,948		299,449		43,274		342,723		306,625		47,316		353,941		144,792		16,840		161,632
Zacatecas		106,950		65,909		172,859		104,028		71,578		175,606		107,399		76,809		184,208		158,191		81,492		239,683		79,767		39,216		118,983
Zihuatanejo		159,999		116,872		276,871		177,623		121,440		299,063		167,886		116,800		284,686		197,126		116,593		313,719		95,487		67,842		163,329
Total		8,054,923		1,298,042		9,352,965		8,466,505		1,353,731		9,820,236		9,304,320		1,452,583		10,756,903		9,973,031		1,556,595		11,529,626		4,854,167		678,178		5,532,345

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		For the Year Ended December 31,
		2016						2017							2018							2019							2020
	****	Domestic	****	International	****	Total	****		Domestic	****	International	****	Total	****		Domestic	****	International	****	Total	****		Domestic	****	International	****	Total	****		Domestic	****	International	****	Total
Terminal arriving passengers:
Acapulco		340,645		13,330		353,975			326,492		11,969		338,461			354,367		13,585		367,952			422,254		14,296		436,550			182,686		12,873		195,559
Ciudad Juárez		561,086		4,307		565,393			596,586		566		597,152			691,262		470		691,732			818,244		647		818,891			403,398		377		403,775
Culiacán		849,603		6,282		855,885			939,409		6,630		946,039			1,123,022		4,088		1,127,110			1,211,407		5,933		1,217,340			678,105		2,282		680,387
Chihuahua		610,388		44,067		654,455			659,426		45,743		705,169			734,964		47,997		782,961			802,503		53,676		856,179			381,813		24,961		406,774
Durango		194,669		18,596		213,265			177,219		21,206		198,425			191,524		18,198		209,722			224,717		37,671		262,388			110,487		24,550		135,037
Mazatlán		353,629		132,578		486,207			353,920		141,480		495,400			375,957		141,802		517,759			434,104		147,664		581,768			285,878		80,284		366,162
Monterrey		4,008,793		599,094		4,607,887			4,308,480		595,318		4,903,798			4,788,705		603,354		5,392,059			4,979,390		645,626		5,625,016			2,292,727		217,295		2,510,022
Reynosa		292,452		354		292,806			247,231		406		247,637			237,689		277		237,966			246,429		242		246,671			118,395		272		118,667
San Luis Potosí		190,596		62,600		253,196			210,794		65,652		276,446			243,290		70,626		313,916			242,306		81,021		323,327			115,160		39,500		154,660
Tampico		341,655		15,105		356,760			341,321		15,262		356,583			349,805		15,212		365,017			353,006		15,651		368,657			126,954		5,723		132,677
Torreón		300,763		19,286		320,049			286,981		17,001		303,982			322,643		16,185		338,828			331,013		23,609		354,622			149,194		9,994		159,188
Zacatecas		116,216		54,061		170,277			117,174		56,673		173,847			121,675		60,988		182,663			169,639		65,919		235,558			80,903		32,466		113,369
Zihuatanejo		172,528		107,990		280,518			188,412		110,427		298,839			177,154		104,657		281,811			208,721		102,746		311,467			97,830		56,236		154,066
Total		8,333,023		1,077,650		9,410,673			8,753,445		1,088,333		9,841,778			9,712,057		1,097,439		10,809,496			10,443,733		1,194,701		11,638,434			5,023,530		506,813		5,530,343

Table of Contents The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2020:

Capacity^(1)^by Airport^(2)^


	****	Peak Air Traffic	****		****
		Movements per		Runway		% Capacity
Airport		Hour		Capacity^(3)^		Used
Acapulco		5		40		12.5
Ciudad Juárez		6		20		30.0
Culiacán		6		24		25.0
Chihuahua		6		40		15.0
Durango		3		40		7.5
Mazatlán		6		22		27.3
Monterrey		16		38		42.1
Reynosa		3		18		16.7
San Luis Potosí		4		20		20.0
Tampico		5		22		22.7
Torreón		3		20		15.0
Zacatecas		2		20		10.0
Zihuatanejo		5		20		25.0

(1)	Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year).
(2)	2020 figures.
---	---
(3)	Air traffic movements per hour.
---	---

The following table sets forth the terminal capacity of each of our airports as of December 31, 2020:

Capacity^(1)^by Airport^(2)^


	****	Peak Passenger	****		****
		Traffic Movements		Terminal		% Capacity
Airport		per Hour		Capacity^(3)^		Used
Acapulco		421		1,103		38.2
Ciudad Juárez		628		621		101.1
Culiacán		762		938		81.2
Chihuahua		735		1,297		56.7
Durango		275		606		45.4
Mazatlán		713		1,537		46.4
Monterrey Terminal A		972		2,091		46.5
Monterrey Terminal B		509		1,469		34.6
Monterrey Terminal C		1,047		1,246		84.0
Reynosa		351		911		38.5
San Luis Potosí		335		1,380		24.3
Tampico		519		683		76.0
Torreón		331		549		60.3
Zacatecas		322		579		55.6
Zihuatanejo		596		945		63.1

(1)	Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year).
(2)	2020 figures.
---	---

Table of Contents

(3)	Passenger traffic during peak hours.

The following table sets forth the air traffic movements for each of our airports for the periods indicated:

Air Traffic Movements by Airport (1)


		For the Year Ended December 31,
	****	2016	****	2017	****	2018	****	2019	****	2020
Acapulco		23,831		22,838		24,151		23,606		16,115
Ciudad Juárez		18,415		16,215		18,512		19,260		12,277
Culiacán		38,611		38,018		41,133		40,750		29,520
Chihuahua		33,869		29,361		30,760		30,222		20,990
Durango		17,324		14,559		15,324		16,039		11,556
Mazatlán		19,685		17,424		17,579		17,342		13,407
Monterrey		115,593		110,938		114,564		112,188		58,265
Reynosa		11,146		8,639		7,278		6,757		4,825
San Luis Potosí		21,719		21,605		21,394		19,813		12,628
Tampico		20,401		18,702		18,930		17,219		10,266
Torreón		17,922		14,842		16,863		16,912		10,350
Zacatecas		8,261		6,868		6,903		7,390		4,377
Zihuatanejo		11,584		12,343		11,959		12,582		9,580
Total		358,361		332,352		345,350		340,080		214,156

(1)	Includes departures and landings.

The following table sets forth the average number of passengers per air traffic movement for each of our airports for the periods indicated:

Average Passengers per Air Traffic Movements by Airport^(1)^


		For the Year Ended December 31,
	****	2016	****	2017	****	2018	****	2019	****	2020
Acapulco		30.1		30.0		30.6		37.1		24.6
Ciudad Juárez		59.9		72.3		73.7		82.9		64.3
Culiacán		44.7		50.2		55.2		60.3		46.5
Chihuahua		38.6		48.0		50.6		56.2		39.0
Durango		24.5		27.2		27.3		32.9		23.5
Mazatlán		49.5		57.1		59.1		67.0		55.2
Monterrey		79.4		88.1		93.7		99.6		85.7
Reynosa		50.6		56.2		64.2		71.1		47.5
San Luis Potosí		23.2		25.6		29.3		32.5		24.5
Tampico		35.2		38.4		38.9		42.9		26.4
Torreón		36.1		41.7		40.4		41.9		31.0
Zacatecas		41.5		50.9		53.1		64.3		53.1
Zihuatanejo		48.1		48.4		47.4		49.7		33.1
Average of all airports		52.4		59.2		62.4		68.1		51.7

(1)	Includes total passengers divided by total air traffic movements.

Table of Contents Air Traffic Movements by Aviation Category (1)


		For the Year Ended December 31,
	****	2019	****	2020
Commercial aviation		238,630		125,975
Charter aviation		916		648
General aviation and other		100,534		87,533
Total		340,080		214,156

(1)	Includes departures and landings for all 13 airports.

Metropolitan Destination

Monterrey International Airport

The Monterrey airport is our most important airport based on passenger traffic (including both domestic and international passengers), air traffic movements and contribution to aeronautical revenues. According to the AFAC, the Monterrey airport was the fifth busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 49.8%, 48.2% and 45.1%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 10.7 million, 11.2 million and 5.0 million, terminal passengers, respectively, were served by the Monterrey airport. Of the terminal passengers in 2018, 87.6% were domestic, and 12.4% were international passengers. In 2019, 87.3% were domestic, and 12.7% were international passengers. In 2020, 89.9% were domestic, and 10.1% were international passengers. This airport serves primarily business travelers and is also a hub for the transportation of goods.

A total of 12 commercial airlines operated at this airport during 2020. In 2020, airlines operating at this airport served 42 direct destinations, including 30 domestic destinations and 12 international destinations. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Guadalajara, Tijuana, Veracruz, Puerto Vallarta, Querétaro, Mérida, Villahermosa, Hermosillo, El Bajío, Chihuahua, Mazatlán, Puebla, Houston, Dallas, San Antonio, Atlanta, Las Vegas, Detroit, Chicago, Los Angeles, Miami, New York, La Havana and Panama City. In 2020, the principal domestic airlines operating at the airport were VivaAerobus, Volaris, Aeroméxico, Aeroméxico Connect, Interjet and Magnicharters.

The Monterrey airport is located approximately 21 kilometers (13 miles) from the city of Monterrey, which has a population (including its suburbs) of approximately 5.0 million inhabitants. Monterrey is Mexico’s third largest city based on population and is one of Mexico’s most productive industrial centers. It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities. Monterrey is the capital of the state of Nuevo León, the third largest contributor to Mexico’s GDP.

The Monterrey airport operates 24 hours a day. The airport has two operating runways, one with a length of 3,000 meters (9,842 feet) and the other with a length of 1,800 meters (5,905 feet). The airport’s runway capacity is 38 air traffic movements per hour. The airport also has an instrument landing system on runway 29. The airport occupies a total area of 806.2 hectares (3.11 square miles) and has three commercial passenger terminal buildings (Terminal A, B and C for domestic and international flights) with a total area of approximately 67,103 square meters (722,291 square feet). The airport has three platforms for commercial aviation operations, one platform for general aviation operations, one platform for air freight operations and eleven taxiways.

The Terminal A building has a total area of approximately 29,269 square meters (315,049 square feet), of which 4,611 square meters (49,632 square feet) is commercial space, a 19-position apron for commercial aviation, one-position apron for air freight, a five-position apron for general aviation, nine air bridges, an ample boarding lounge for passengers making connections with other flights and other boarding lounges. Terminal A has 15 boarding gates for international or domestic flights and a public parking facility that accommodates 2,213 vehicles.

Table of Contents The Terminal B building started operations on September 1, 2010, and is used by Aeroméxico, Aeroméxico Connect and Delta. Terminal B has a total area of approximately 20,568 square meters (221,392 square feet), of which 3,263 square meters (35,123 square feet) is commercial space. It has two levels plus a mezzanine and includes six air bridges, an 18-position commercial aviation apron and 14 boarding gates. Terminal B also has a public parking facility that accommodates 639 vehicles.

The Terminal C building has a total area of approximately 12,460 square meters (134,118 square feet), of which 1,711 square meters (18,417 square feet) is commercial space. This terminal, which commenced operation at year-end 2006, is used by the low-cost carrier VivaAerobus. Terminal C has eight boarding gates and serves 16 aircraft positions for commercial aviation. In January 2012, we concluded the construction of a new modern access to the Terminal C building, more commercial spaces and an additional baggage-claim area, with a total area of approximately 3,420 square meters (36,812 square feet). Terminal C has a public parking facility that accommodates 986 vehicles.

The Monterrey airport offers air cargo services for imports and exports and serves as a logistical hub for domestic and international air shipping providers. Its current infrastructure servicing air cargo operations includes bonded terminal warehouses. An area of 8,465 square meters (91,117 square feet) has been occupied by Federal Express and OMA Carga (which we operate directly) since 2004, United Parcel Service since 2005 and DHL since 2011. In 2017, OMA Logística (which we also operate directly) started operating a bonded warehouse to facilitate for ground cargo operations between customs. Inside the Monterrey airport, the customs authority has import and export merchandise checkpoint platforms and our warehouses offer services for the handling, storage and custody of merchandise, dry cargo, controlled temperature, DGR (Dangerous Goods Regulation), X-ray (authorized equipment by TSA), 24/7 surveillance cameras, scales of up to 30 tons, as well as miscellaneous services required for authorized import and export operations. The Monterrey airport also offers commercial, office and parking spaces that facilitate and contribute to the activities of all users and make it an attractive logistical hub for the entire foreign trade community, in conjunction with the infrastructure and facilities for Mexican customs.

To allow the future expansion of the Monterrey airport, including its second commercial runway, in 2009, we completed the acquisition of land strategically located adjacent to the Monterrey airport with an aggregate surface area of 777 hectares (3 square miles) for an aggregate price of Ps.1,159,631 thousand (U.S.$88.8 million) (amount expressed in nominal 2009 pesos). The acquired land is classified in our financial statements as land owned by the Company at its acquisition value, presented as a fixed asset. On October 1, 2012, we presented a proposal to the Mexican Bureau of Civil Aviation (currently AFAC) to recover the cost of our investment in the land, meaning that we requested that the Mexican Bureau of Civil Aviation (currently AFAC) recognize the acquired land as part of our future investment in the Monterrey airport concession included in the airport’s required Master Development Program investments, rather than as a fixed asset that we own. On December 4, 2012, we received authorization from the Mexican Bureau of Civil Aviation (currently AFAC) to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 pesos) in investments included in the 2011–2015 Master Development Program for the Monterrey airport. Additionally, during the 2011 Master Development Program review, Ps.77,306 thousand was reallocated due to extraordinary adjustment of the Monterrey airport’s maximum rate under its Master Development Program. We received authorization from AFAC to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 pesos) of our investment in the land at this airport to investments included in the 2011–2015 Master Development Program for the Monterrey airport. The recovery of the remaining investment of Ps.695,759 thousand (amount expressed in nominal 2009 pesos), is included in the indicative period of our current approved Master Development Program for 2026-2035.The actual amounts of recovery are adjusted annually based on the Mexican Producer Index.

On July 22, 2016, we sold 200,000 square meters (2,152,782 square feet) of vacant land outside the Monterrey airport, which was not required for future aeronautical use, for Ps.30 million. The Acapulco airport owned 58.82% of the vacant land and the Zihuatanejo airport owned 41.18%.

In September 2018, we completed a 1,200 square-meter (12,917 square-foot) expansion of the passenger waiting area for regional flights of Terminal B at the Monterrey airport. The expansion increased the regional waiting area by 280%. The project had a total investment of Ps.125 million, and it started operations on September 8, 2018.

Table of Contents In November 2019, we started a major expansion project at the Monterrey airport. We expect to invest approximately Ps.4.2 billion between 2019 and 2025. The project will be built in two phases. Phase 1 consists of the expansion of the public and check-in areas of Terminal A and the construction of a new wing. As a result, total terminal space will increase by approximately 14,646 square meters (157,648 square feet), approximately a 24% increase of the existing terminal space. Certain components of Phase 1 are expected to become operational by the end of 2022. Phase 2 consists of the construction of a second new wing and an overall expansion of the terminal, increasing terminal space by an additional 14,753 square meters (158,800 square feet), an increase of 19%. Phase 2 is expected to be completed by 2025. After both phases of the expansion, the Monterrey airport will have an annual capacity of 16.3 million passengers (up from 12.0 million passengers currently), positioning itself as one of the busiest connection centers in northern Mexico.

In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo León has requested in the past that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations. To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession. The Ministry of Communications and Transportation may authorize such an amendment and that commercial aviation flights will operate from Aeropuerto del Norte in the future. In addition, we understand that Aeropuerto del Norte is not capable of accommodating commercial passenger traffic with its current infrastructure.

Tourist Destinations

Acapulco International Airport

The Acapulco airport is our sixth most important airport based on passenger traffic and our sixth most important airport based on aeronautical revenues. According to the AFAC, the Acapulco airport was the 25^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 3.4%, 3.8% and 3.6%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 739,120, 875,315 and 395,948 terminal passengers, respectively, were served by the Acapulco airport. Of the terminal passengers in 2018, 92.2% were domestic, and 7.8% were international. In 2019, 93.1% were domestic, and 6.9% were international. In 2020, 91.2% were domestic, and 8.8% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of 11 airlines (nine commercial airlines and two charter airlines) operated at this airport during 2020. In 2020, airlines operating at this airport served eleven direct destinations, including seven domestic destinations and four international destinations. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Monterrey, Guadalajara, Toluca, Cancún and Querétaro. In 2020, the principal domestic airlines operating at the airport were Volaris, Interjet, Aeromar, Aeroméxico Connect, VivaAerobus, Aeroméxico and TAR.

The Acapulco airport is located approximately 15 kilometers (9 miles) from the city of Acapulco in the state of Guerrero, which has a population (including its suburbs) of 852,622. Guerrero is Mexico’s 14^th^ largest state based on population, and the city of Acapulco is one of Mexico’s most recognized tourist destinations, of particular importance as a port of embarkation and disembarkation for cruise ships. We believe that these cruise ship passengers represent a significant portion of the airport’s terminal passengers.

The Acapulco airport operates 24 hours a day. The airport has two operating runways and six taxiways. The principal runway has a length of 3,300 meters (10,827 feet), and the auxiliary runway has a length of 1,700 meters (5,577 feet). The apron servicing commercial aviation accommodates 17 airplanes, and the general aviation apron accommodates 24 aircrafts.

The runway capacity at the Acapulco airport is 40 air traffic movements per hour. The airport also has two instrument landing systems for landing in low visibility on runways 10 and 28, which provide precise guidance to assist

Table of Contents aircraft during landing. The airport occupies a total area of 422.2 hectares (1.63 square miles) with a total terminal space of 15,436 square meters (166,151 square feet), of which 2,053 square meters (22,098 square feet) is commercial space. Besides having the instrument landing system, runways 10 and 28 have approach lights and flashes on both headers. The Acapulco airport has a public parking facility that accommodates 110 vehicles.

Due to its technical and geographic characteristics, the Acapulco airport is the primary alternate airport of Mexico City. The length of the airport’s runway as well as its elevation and average temperature makes it possible to operate airplanes at their maximum passenger, freight and fuel capacities.

In May 2018, we inaugurated a new terminal building at Acapulco airport that has an 18,800 square-meter (202,362 square-foot) surface, with three levels and a mezzanine. The new terminal has the capacity to serve 1.3 million passengers per year. The project had a total investment of Ps.615 million.

Mazatlán International Airport

The Mazatlán airport is our fifth most important airport based on passenger traffic. According to the AFAC, the Mazatlán airport was the 15^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 4.8%, 5.0% and 6.7%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 1,038,555, 1,161,155 and 740,306 terminal passengers, respectively, were served by the Mazatlán airport. Of the terminal passengers in 2018, 71.2% were domestic, and 28.8% were international. In 2019, 73.0% were domestic, and 27.0% were international. In 2020, 76.4% were domestic, and 23.6% were international. The airport’s passengers are predominantly domestic tourists who come from Mexico City, Monterrey and Tijuana, among other cities, and international tourists who come primarily from the United States and Canada. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of 15 airlines operate at the airport (13 commercial airlines and two charter airlines). In 2020, airlines operating at this airport served 26 direct destinations, including ten domestic destinations and sixteen international destinations. Of these destinations, Mexico City, Tijuana, Monterrey, Cabo San Lucas, San José del Cabo, Chihuahua, La Paz, Ciudad Juárez, Querétaro and Hermosillo were the main domestic routes. The main international destinations served by this airport were Los Angeles, Phoenix, Dallas and Minneapolis in the United States and Calgary, Edmonton, Vancouver, Abbotsford and Winnipeg in Canada. In 2020, the principal commercial domestic airlines operating at this airport were Volaris, VivaAerobus, Aeroméxico Connect, Aero Calafía, Interjet, Magnicharters, TAR and Aeroméxico.

The Mazatlán airport is located approximately 18 kilometers (11 miles) from the city of Mazatlán, which has a population of 501,441. Mazatlán is the principal tourist destination of the Sinaloa region, with about 9,779 hotel rooms, according to the Mexican Ministry of Tourism (Secretaría de Turismo). Mazatlán offers attractive beaches and is also a major producer of shrimp, sardines and tuna.

The Mazatlán airport operates 24 hours a day. Its runway capacity is 22 air traffic movements per hour. The airport occupies approximately 439.8 hectares (1.70 square miles) of land. The airport’s facilities include a terminal building with a total area of 18,444 square meters (198,530 square feet), of which 2,353 square meters (25,327 square feet) is commercial space. The airport has a commercial aviation apron with 10 positions and a general aviation apron with 24 positions. In addition, the airport has four air bridges and a public parking facility that accommodates 157 vehicles. The airport’s runway is 2,702 meters (8,865 feet) long, with four taxiways that connect the commercial and general aviation platforms and includes an instrument landing system on runway 26.

In 2014, the terminal building was expanded by 2,300 square meters (24,757 square feet) and 2,500 square meters (26,909 square feet) of space were refurbished, including the main façade of the airport, waiting area, check-in and inspection points, restrooms and offices. Commercial spaces were also expanded.

Table of Contents Zihuatanejo International Airport

The Zihuatanejo airport is our eighth most important airport based on passenger traffic. According to the AFAC, the Zihuatanejo airport was the 28^st^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 2.6%, 2.7% and 2.9% respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 566,497, 625,186 and 317,395 terminal passengers, respectively, were served by the Zihuatanejo airport. Of the terminal passengers in 2018, 60.9% were domestic, and 39.1% were international. In 2019, 64.9% were domestic, and 35.1% were international. In 2020, 60.9% were domestic, and 39.1% were international Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are seasonal and are affected by Mexican and international economic conditions.

A total of 15 airlines operate at the airport (12 commercial airlines and three charter airlines). In 2020, airlines operating at this airport served 18 direct destinations, including four domestic destinations and 14 international destinations. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Toluca, Querétaro, Los Angeles, Calgary, Houston, Vancouver, Minneapolis, Chicago and Montreal. In 2020, the principal domestic airlines operating at this airport were Aeroméxico Connect, Volaris, Interjet, Aeromar, VivaAerobus, TAR, Aeroméxico and Magnicharters and the non-Mexican airlines included Alaska Airlines, Sunwing, United Airlines, Air Canada, WestJet, American Airlines and Sun Country.

The Zihuatanejo airport is located approximately 12 kilometers (7 miles) from the city of Zihuatanejo. Situated in the state of Guerrero, with a population of 126,001 people, the city of Zihuatanejo is one of Mexico’s most attractive tourist destinations, with approximately 5,826 hotel rooms, according to the Ministry of Tourism, a marina, world-class golf courses and a growing residential real estate market.

The Zihuatanejo airport operates 14 hours a day. The airport has one runway, which is 2,506 meters (8,222 feet) long with a runway capacity of 20 air traffic movements per hour. The airport’s facilities include a terminal building encompassing an area of 11,336 square meters (122,020 square feet), including 1,453 square meters (15,640 square feet) of commercial space. It has a six-position commercial aviation apron, a 23-position general aviation apron and two taxiways. The Zihuatanejo airport has a public parking facility that accommodates 140 vehicles.

The quality of services offered at the Zihuatanejo airport has improved as a result of the rehabilitation of its runway, the remodeling and expansion of the departure gate area and the reconfiguration of the passenger and carry-on luggage screening area, which were completed on July 14, 2016.

In order to maintain the current infrastructure of the Zihuatanejo airport, on June 2019, we began construction of a structural reinforcement of its terminal building. Total investment is approximately Ps.158 million and construction is expected to be completed in June 2021.

Regional Destinations

Chihuahua International Airport

The Chihuahua airport is our third most important airport based on passenger traffic and air traffic movements and our third most important airport based on aeronautical revenues. According to the AFAC, the Chihuahua airport was the 12^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 7.2%, 7.3% and 7.4%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 1,556,770, 1,699,816, and 818,151 terminal passengers, respectively, were served by the Chihuahua airport. Of the terminal passengers in 2018, 92.2% were domestic, and 7.8% were international. In 2019, 92.1% were domestic, and 7.9% were international. In 2020, 92.0% were domestic, and 8.0% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

Table of Contents A total of ten commercial airlines operate at the airport. In 2020, airlines operating at this airport served 18 direct destinations, including fourteen domestic destinations and four international destinations. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Guadalajara, Monterrey, Cancún, Tijuana, Mazatlán, Hermosillo, Querétaro, Culiacán, Mérida, Dallas, Denver, Houston and Phoenix. In 2020, the principal domestic airlines operating at this airport were Volaris, Aeroméxico Connect, VivaAerobus, Aeroméxico, Interjet and TAR and the principal non-Mexican airlines were American Airlines and United.

The Chihuahua airport is located approximately 18 kilometers (11 miles) from the city of Chihuahua, the capital of the state of Chihuahua. The city’s population is 937,674. Chihuahua’s close proximity to the United States and its highly developed maquiladora industry account for the majority the airport’s incoming and outgoing traffic.

The Chihuahua airport operates 14 hours a day. The airport has three runways, with lengths of 2,600 meters (8,530 feet), 2,420 meters (7,940 feet) and 1,100 meters (3,609 feet), respectively. The runway system has a capacity of 40 air traffic movements per hour. The airport also has an instrument landing system on runway 36. The airport occupies a total area of approximately 909.2 hectares (3.51 square miles). The airport’s facilities include a terminal building with a total area of approximately 12,968 square meters (139,586 square feet), including 1,609 square meters (17,319 square feet) of commercial space, a seven-position apron for commercial aviation, two aprons with a total of 21 positions for general aviation, four taxiways, a one-position apron for airfreight and one air bridge. The airport has six gates for international or domestic flights. The Chihuahua airport has a public parking facility that accommodates 627 vehicles.

To accommodate growing demand for airfreight services and an expanding local economy, in August 2005 we completed the construction of a cargo area, which includes a warehouse, a customs platform and office, x-ray zones, storage areas and logistics offices. We currently operate all international cargo operations at this airport directly.

In December 2016, we started an expansion and remodeling of the terminal building at the Chihuahua airport, which was completed on September 17, 2019. The project had a total investment of Ps.318 million and included 5,743 square meters (61,817 square feet) of new areas and the remodeling of 9,510 square meters (102,365 square feet).

Culiacán International Airport

The Culiacán airport is our second most important airport based on passenger traffic, air traffic movements and contribution to aeronautical revenues. According to the AFAC, the Culiacán airport was the 9^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 10.5%, 10.6% and 12.4%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 2,270,834, 2,458,863 and 1,373,102 terminal passengers, respectively, were served by the Culiacán airport. Of the terminal passengers in 2018, 98.7% were domestic, and 1.3% were international. In 2019, 98.5% were domestic, and 1.5% were international. In 2020, 99.0% were domestic, and 1.0 % were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are highly affected by Mexican economic conditions.

The airport’s terminal passenger traffic consists predominantly of commercial aviation. In 2018, 2019 and 2020, commercial aviation accounted for approximately 99.8%, 99.8% and 99.7%, respectively, and general aviation accounted for approximately 0.2%, 0.2% and 0.3%, respectively, of the airport’s terminal passenger traffic.

A total of seven commercial airlines operate at the airport. In 2020, airlines operating at this airport served twelve domestic destinations: Tijuana, Mexico City, Guadalajara, San José del Cabo, Monterrey, Mexicali, La Paz, Ciudad Juárez, Chihuahua, Hermosillo and Cabo San Lucas and one international destination to Phoenix. In 2020, the domestic airlines operating at this airport were Volaris, VivaAerobus, Aeroméxico Connect, Interjet, TAR, Aerocalafia and Aeroméxico.

The Culiacán airport is located approximately 14 kilometers (9 miles) from the city of Culiacán. The population of the whole municipality is 1,155,462. Culiacán is the capital of the state of Sinaloa, an important producer

Table of Contents of beef and agricultural products. The potential for growth of exports to the United States could generate an increase in cargo operations at this airport, though growth may not occur, and therefore cargo operations may not increase as a result thereof.

The Culiacán airport operates 16 hours a day. The runway has a length of 2,227 meters (7,306 feet) and capacity of 24 air traffic movements per hour. The airport occupies a total area of 280.9 hectares (1.08 square miles). The airport’s facilities include a terminal building expanded in 2012 with a total area of approximately 11,250 square meters (121,094 square feet), including 2,098 square meters (22,593 square feet) of commercial space, a eight-position apron for commercial aviation, a 57-position apron for general aviation, six taxiways and two air bridges. The Culiacán airport has a public parking facility that accommodates 343 vehicles.^^

The Culiacán airport also includes military installations. The presence of these installations amid their operational activity may at some point affect the airport’s runway capacity at peak hours, thus affecting its civil aviation operations.

Durango International Airport

In 2018, 2019 and 2020, the Durango airport accounted for approximately 1.9%, 2.3% and 2.5%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 418,914, 527,004 and 271,231 terminal passengers, respectively, were served by the Durango airport. Of the terminal passengers in2018, 86.7% were domestic, and 13.3% were international. In 2019, 82.1% were domestic, and 17.9% were international. In 2020, 79.5% were domestic, and 20.5% were international Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of five commercial airlines operate at the airport. In 2020, airlines operating at this airport served nine direct destinations, including six domestic destinations and three international destinations: Mexico City, Tijuana, Guadalajara, Monterrey, Ciudad Juárez, Querétaro, Dallas, Chicago and Los Angeles. In 2020, the domestic airlines operating at this airport were Volaris, Aeroméxico Connect, TAR and VivaAerobus and the principal non Mexican airline was American Airlines.

The Durango airport is located approximately 16 kilometers (10 miles) from the City of Durango, which has a population of 688,697. The state of Durango is rich in natural resources and is Mexico’s leading producer of gold, silver, lead and zinc.

The Durango airport operates 14 hours a day. The airport’s runway is 2,900 meters (9,514 feet) long. The runway has five taxiways and a capacity of 40 air traffic movements per hour.

The airport’s total area is 541.4 hectares (2.09 square miles). Its facilities include a 4,846 square-meter (52,162 square-foot) terminal building with 517 square meters (5,565 square feet) of commercial space. It has a five position commercial aviation apron, a 33-position general aviation apron and a 136 space public parking area. The airport has three boarding gates for international or domestic flights.

San Luis Potosí International Airport

According to the AFAC, the San Luis Potosí airport was the 29^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, the San Luis Potosí airport accounted for approximately 2.9%, 2.8% and 2.8%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 626,512, 643,224, and 309,311 terminal passengers, respectively, were served by the San Luis Potosí airport. Of the terminal passengers in 2018, 72.0% were domestic, and 28.0% were international. In 2019, 70.6% were domestic, and 29.4% were international. In 2020, 71.5% were domestic, and 28.5% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions. A total of eight commercial airlines operate at the

Table of Contents airport: Aeroméxico Connect, Volaris, Aeromar, VivaAerobus, TAR, Magnicharters, American Airlines and United Airlines. In 2020, airlines operating at this airport served seven destinations, including five domestic destinations and two international destinations. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Tijuana, Monterrey, Puerto Vallarta, Dallas and Houston.

The San Luis Potosí airport operates 24 hours per day and is located approximately 15 kilometers (9 miles) from the city of San Luis Potosí, which is the capital of the state of San Luis Potosí and has a population of 911,908. The airport has two runways with a total capacity of 20 air traffic movements per hour. The principal runway is 3,006 meters (9,862 feet) long, and the secondary runway is 1,000 meters (3,281 feet) long. The airport has a total area of 508.3 hectares (1.96 square miles). The airport’s facilities include a terminal building with approximately 11,042 square meters (118,855 square feet), including 1,229 square meters (13,229 square feet) of commercial space, a six-position platform for commercial aviation, two aprons with a total of 24 positions for general aviation, four taxiways, a boarding lounge with five gates and a public parking facility that accommodates 222 vehicles. The airport’s navigational aids include precision approach path indicators, VHF omnidirectional radio and an instrument landing system on runway 14.

In November 2016, we started an expansion and remodeling of the terminal building at the San Luis Potosí airport, which was completed on August 16, 2019. The project had a total investment of Ps.400 million and included an expansion of 8,600 square meters (92,570 square feet), for a total of 13,482 square meters (145,119 square feet). Passenger capacity grew threefold to serve up to 1.2 million passengers per year.

Tampico International Airport

According to the AFAC, the Tampico airport was the 32^nd^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, it accounted for approximately 3.4%, 3.2% and 2.4%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020 a total of 736,627, 739,143 and 270,835 terminal passengers, respectively, were served by the Tampico airport. Of the terminal passengers in 2018, 92.8% were domestic, and 7.2% were international. In 2019, 92.7% were domestic, and 7.3% were international. In 2020, 92.6% were domestic, and 7.4% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of six commercial airlines operate at the airport. In 2020, airlines operating at this airport served nine direct destinations, including eight domestic destinations and one international destination: Mexico City, Monterrey, Cancún, Ciudad del Carmen, Villahermosa, Guadalajara, Veracruz, Querétaro and Houston. In 2020, the domestic airlines operating at the airport were Aeroméxico Connect, VivaAerobus, Interjet, TAR and Volaris, and the non-Mexican airline was United Airlines.

The Tampico airport serves the industrial zone of Tampico, Ciudad Madero and Altamira, which have a combined population of 773,285. This industrial zone is home to companies in the petroleum and chemical industries.

The Tampico airport operates Monday, Wednesday and Friday from 6:30 a.m. to 9:30 p.m. (local time) and from 6:30 a.m. to 9:00 p.m. on Sunday, Tuesday, Thursday and Saturday. The airport has three runways in operation. The principal runway is 2,550 meters (8,366 feet) long, the second runway is 1,221 meters (4,006 feet) in length, and the third runway (used exclusively for Alpha (A) category aircraft and visual flights) is 1,200 meters (3,937 feet) long. The airport has a capacity of 22 air traffic movements per hour and includes an instrument landing system, which provides precise guidance to assist aircraft during landing.^^

The airport’s total area is 372.5 hectares (1.44 square miles). Its facilities include a 6,833 square-meter (73,550 square-foot) terminal building, of which 1,077 square meters (11,593 square feet) are commercial spaces. It has six position apron for commercial aviation, a 17 position apron for general aviation, two taxiways and four boarding gates. The Tampico airport has a public parking facility that accommodates 254 vehicles.

Table of Contents In December 2017, we started an expansion and remodeling of the terminal building at the Tampico airport. The project will have a total investment of approximately Ps.196 million. After the project concludes, total area will be 7,763 square meters (85,907 square feet), an increase of approximately 14%.

Torreón International Airport

According to the AFAC, the Torreón airport was the 27^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, the Torreón airport accounted for approximately 3.2%, 3.2% and 2.9%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 681,551, 708,563 and 320,820 terminal passengers, respectively, were served by the Torreón airport. Of the terminal passengers in 2018, 91.3% were domestic, and 8.7% were international. In 2019, 90.0% were domestic, and 10.0% were international. In 2020, 91.6% were domestic, and 8.4% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of seven commercial airlines operate at the airport. In 2020, airlines operating at this airport served seven direct destinations, including six domestic destinations and one international destination. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Cancún, Guadalajara, Querétaro, Ciudad Juárez and Dallas. In 2020, the domestic airlines operating at the airport were Aeroméxico Connect, VivaAerobus, Volaris, Interjet, TAR and Aeroméxico, and the non-Mexican airline was American Airlines.

The Torreón airport is located in the city of Torreón, which is part of the La Laguna region, Mexico’s top dairy-producing region and an important industrial and commercial region. Approximately 720,848 people live in the city of Torreón, and approximately 1.4 million people live in La Laguna region.

The Torreón airport operates 14 hours a day. The airport has two runways. The principal runway measures 2,755 meters (9,038 feet) in length, and the secondary runway measures 1,467 meters (4,813 feet) in length. The airport has a runway capacity of 20 air traffic movements per hour.

The airport’s total area is 354.6 hectares (1.37 square miles). Its facilities include a terminal building of 5,492 square meters (59,115 square feet), of which 610 square meters (6,566 square feet) are commercial space, a six-position apron for commercial aviation, a seven-position apron for general aviation, one taxiway, five boarding gates, several VIP lounges and one air bridge. The Torreón airport has a public parking facility that accommodates 142 vehicles.

Zacatecas International Airport

According to the AFAC, the Zacatecas airport was the 36^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, the Zacatecas airport accounted for approximately 1.7%, 2.1% and 2.1%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 366,871, 475,241 and 232,352 terminal passengers, respectively, were served by the Zacatecas airport. Of the terminal passengers in 2018, 62.4% were domestic, and 37.6% were international. In 2019, 69.0% were domestic, and 31.0% were international. In 2020, 69.1% were domestic, and 30.9% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of four commercial airlines operate at the airport. In 2020, airlines operating at this airport served six direct destinations, including two domestic destinations and four international destinations: Mexico City, Tijuana, Los Angeles, Chicago, San José, California and Dallas.

In 2020, the domestic airlines operating at this airport were Volaris, Aeroméxico Connect and VivaAerobus, and the non-Mexican airline was American Airlines.

Table of Contents Located in the center of Mexico, the state of Zacatecas (of which the city of Zacatecas is the capital) is Mexico’s leading silver producer and second leading producer of lead, copper, zinc and gold. The state of Zacatecas has a population of approximately 1.6 million.

The airport currently operates 24 hours a day. The airport has one runway, which measures 3,000 meters (9,843 feet) in length. The runway capacity is 20 air traffic movements per hour.

The airport’s total area is 207.6 hectares (0.80 square miles). The terminal building is 5,796 square meters (62,388 square feet), of which 508 square meters (5,468 square feet) is commercial area. It has a four-position apron for commercial aviation, a 14-position apron for general aviation, three boarding gates and a parking lot with 202 parking spaces.

In 2012, we built a solar park at Zacatecas airport with an installed capacity of 200 Kw in a land area of approximately 4,000 square meters (43,056 square feet), which in 2020 generated approximately 308,166 Kw/h for the airport, equivalent to approximately 45% of the airport’s total electricity requirements.

Border Destinations

Ciudad Juárez International Airport

According to the AFAC, the Ciudad Juárez airport was the 13^th^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, the Ciudad Juárez airport accounted for approximately 6.3%, 6.9% and 7.1%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 1,364,028, 1,597,471, and 790,009 terminal passengers, respectively, were served by the Ciudad Juárez airport. Of the terminal passengers in 2018, 2019 and 2020, 99.7%, 99.6% and 99.7%, respectively, were domestic.

A total of six commercial airlines operate at the airport. In 2020, airlines operating at this airport served 12 direct destinations, all of which were domestic. In 2020, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Guadalajara, Monterrey, Cancún, El Bajío, Tijuana, Hermosillo, Culiacán, Torreón, Durango, Mazatlán and Chihuahua. In 2020, the domestic airlines operating at the airport were VivaAerobus, Volaris, Aeroméxico Connect, Interjet, Aeroméxico and TAR. As of the date of this annual report, the airport does not have any active non-Mexican airlines.

The airport is located in the city of Ciudad Juárez, which is near the U.S. border and has a population of 1,512,450. The city is a major center of the maquiladora industry. Because Ciudad Juárez is a popular entry point to the United States many of the airport’s passengers consist of Mexican migrant workers traveling to Ciudad Juárez in order to seek work in the United States. Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.

The Ciudad Juárez airport operates 14 hours a day. The airport has two runways. The principal runway measures 2,700 meters (8,858 feet) in length, and the secondary runway measures 1,710 meters (5,610 feet) in length. The airport has a capacity of 20 air traffic movements per hour.

The airport’s total area is 367.95 hectares (1.42 square miles). Its facilities include a terminal building of 6,210 square meters (66,844 square feet), consisting of 923 square meters (9.935 square feet) of commercial space, five boarding gates and two air bridges. The airport has a six-position commercial aviation apron, a 15-position general aviation apron, a one-position freight services apron and three taxiways. The Ciudad Juárez International Airport has a public parking facility that accommodates 501 vehicles.

In January 2021, we started an expansion and remodeling of the terminal building at the Ciudad Juárez airport. The project will have a total investment of approximately Ps.959 million. After the project concludes total area will be 12,470 square meters (134,226 square feet), an increase of approximately 101%.

Table of Contents Reynosa International Airport

According to the AFAC, the Reynosa airport was the 37^rd^ busiest airport in Mexico in 2020 based on commercial and general aviation passenger traffic. In 2018, 2019 and 2020, the Reynosa airport accounted for approximately 2.2%, 2.1% and 2.1%, respectively, of our terminal passenger traffic.

In 2018, 2019 and 2020, a total of 466,934, 480,524 and 229,058 terminal passengers, respectively, were served by the Reynosa airport. Of the terminal passengers in 2018, 2019 and 2020, 99.2%, 99.2%, and 99.1% respectively, were domestic. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of two airlines operate at the airport. In 2020, airlines operating at this airport served four direct destinations, all of which are domestic destinations: Mexico City, Cancún, Guadalajara and Veracruz. In 2020, the domestic airlines operating at this airport were VivaAerobus and Aeroméxico Connect.

The airport is located in Reynosa, a city with a population of 704,767 inhabitants bordering the United States near the Gulf of Mexico. We believe that Reynosa’s robust industrial economic activity and proximity to the United States create the potential for growth in air cargo services. Because Reynosa is a popular entry point to the United States, many of the airport’s passengers consist of Mexican migrant workers traveling to Reynosa in order to seek work in the United States. Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.

The Reynosa airport operates 12 hours a day. The airport has one runway, which is 1,893 meters (6,211 feet) in length and has a runway capacity of 18 air traffic movements per hour.^^

The airport’s total area is approximately 407.4 hectares (1.57 square miles). In February 2021, we inaugurated the new terminal building at the Reynosa airport. The project had a total investment of Ps.335 million and included an expansion of 4,550 square meters (48,976 square feet). Passenger capacity grew threefold to serve up to 900,000 passengers per year. The new terminal building is 7,286 square meters (78,426 square feet), which includes 1,047 square meters (11,270 square feet) of commercial area. It has a four-position apron for commercial aviation, an 11-position apron for general aviation, two taxiways, three boarding gates and a public parking area with 270 spaces.

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2020, over 12 international commercial airlines and nine Mexican commercial airlines operated flights at our 13 airports. VivaAerobus and Grupo Aeroméxico operated the most flights at our airports, followed by Volaris, TAR and Interjet. In 2020, revenues from VivaAerobus were Ps.824,568 thousand (U.S.$41.4 million), revenues from Volaris were Ps.689,127 thousand (U.S.$34.6 million), revenues from Grupo Aeroméxico and its affiliates totaled Ps.588,903 thousand (U.S.$29.6 million) and revenues from Interjet were Ps.166,943 thousand (U.S.$8.8 million), representing 28.0%, 23.4%, 20.0% and 5.7%, respectively, of our aeronautical revenues from airline customers for 2020. These revenues were earned from passenger charges, landing charges, aircraft parking charges and the leasing of space to these airlines. On December 9, 2020, Interjet stopped operations in all our airports and as of the date of this report, the airline has not resumed any operations in the airports we operate.

Table of Contents The following table sets forth the number of air traffic customers per airline for the years ended December 31, 2018, 2019 and 2020:


	Terminal Passengers
Principal Air Traffic Customers Per Airline	2018	****	2019	****	2020
Domestic:
VivaAerobus	5,668,700		6,666,650		3,996,278
Grupo Aeroméxico	5,524,016		5,079,229		2,248,687
Volaris	4,189,679		5,300,929		2,900,985
Interjet	3,137,721		3,045,049		620,940
TAR Aerolíneas	486,151		437,626		136,962
Other	781,732		827,597		311,720
Total domestic	19,787,999		21,357,080		10,215,572

International:
American Airlines	516,367		544,886		306,241
United	494,861		507,277		162,630
Delta	203,812		192,509		42,201
Alaska Airlines	131,119		145,414		63,317
Sunwing Airlines	79,853		85,996		54,212
Other	149,566		165,887		91,573
Total international	1,575,578		1,641,969		720,174

General aviation	202,822		169,011		126,942
Total	21,566,399		23,168,060		11,062,688

Historically, traditional carriers such as Aeroméxico had represented a substantial majority of the Mexican commercial airline market. In recent years, however, international carriers, discount carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market. In 2020, passengers traveling on discount and low-cost carriers, such as VivaAerobus, Interjet and Volaris, accounted for approximately 68.7% of our commercial aviation passenger traffic. Since air transportation historically has been affordable only to the higher income segments of Mexico’s population, resulting in a comparatively low level of air travel, we believe that the entry of low-cost and discount carriers into the Mexican commercial airline market has helped to increase the use of air transportation in Mexico.

Aeroméxico is a publicly traded company and Delta Airlines currently owns approximately 50.7% of Aeroméxico. In June 2020, Aeromexico and its affiliates filed voluntary Chapter 11 petitions in the United States to implement a financial restructuring, while continuing to operate.

Table of Contents The following table sets forth our principal air traffic customers for the years ended December 31, 2018, 2019 and 2020:


		Percentage of Aeronautical Revenues					****
Principal Air Traffic Customers	****	2018	****	2019	****	2020	****
Domestic:
VivaAerobus		21.2	%	22.4	%	28.0	%
Volaris		17.5	%	20.5	%	23.4	%
Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect)		24.5	%	21.8	%	20.0	%
Interjet		14.2	%	13.2	%	5.7	%
Grupo Aeromonterrey (Magnicharters)		1.9	%	2.0	%	1.4	%
TAR		2.1	%	1.8	%	1.2	%
Aeromar		0.8	%	0.8	%	0.9	%
DHL Express México		0.3	%	0.3	%	0.6	%
Calafia Airlines		0.5	%	0.4	%	0.3	%
Other		4.1	%	4.0	%	6.1	%
Total domestic		87.1	%	87.2	%	87.6	%

International:
American Airlines		4.3	%	4.3	%	5.3	%
United		4.1	%	4.0	%	2.8	%
Alaska Airlines		1.1	%	1.1	%	1.1	%
Delta		1.4	%	1.3	%	0.6	%
Copa Airlines		0.3	%	0.2	%	0.1	%
Charters		1.3	%	1.3	%	1.3	%
Other		0.4	%	0.6	%	1.2	%
Total international		12.9	%	12.8	%	12.4	%
Total		100.0	%	100.0	%	100.0	%

Complementary Services Customers

As of December 31, 2020, our principal complementary services clients are three principal providers of ramp-handling and baggage-handling services, AGN Aviation Services, S.A. de C.V., Menzies Aviation Mexico, S.A. de C.V. and Servicios Aeroportuarios Monterrey, S.A. de C.V., and our primary catering client is Aero Cocina, S.A. de C.V., all of which provided an aggregate of Ps.17,049 thousand of revenues in the form of access fees in 2020.

Principal Non-Aeronautical Services Customers

As of December 31, 2020, we were party to approximately 1,246 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty free store operators, food and beverage providers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, time-share sales and promotions services and tourist information and promotion services. As a result, our revenues from non-aeronautical services commercial customers are spread across a large number of customers and are, therefore, not dependent on a limited number of principal customers. In 2020, our largest commercial customers were ISA Corporativo S. A. de C. V. (advertising), Aerocomidas, S.A. de C.V. (food and beverage), Alquiladora de Vehículos Automotores, S.A. de C.V. (car rental), DMC Transportación Ejecutiva, S. de R.L. de C. V. (VIP lounges), Operadora Aeroboutiques, S.A. de C.V. (duty paid stores) a subsidiary of Grupo Areas, Café Sirena, S. de R.L. de C.V (food and beverage), and Dufry México, S.A. de C.V. (duty free).

Table of Contents Seasonality

Our business is subject to seasonal fluctuations. In general, demand for air travel is typically higher during the summer months and during the winter holiday season, particularly in international markets, because there is more vacation travel during these periods. Our results of operations generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including economic conditions, war or threat of war, weather, air traffic control delays and general economic conditions, as well as the other factors discussed above. For example, the impact of COVID-19 on the Company’s longer-term operational performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus, which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty. As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year, and historical operating results are not necessarily indicative of future operating results.

Competition

Excluding our airports servicing tourist destinations, our airports currently are the only major airports in the geographic areas that they serve and generally do not face significant competition.

However, since the Acapulco, Mazatlán and Zihuatanejo airports are substantially dependent on tourists, these airports face competition from competing tourist destinations. We believe that the main competitors to these airports are those airports serving vacation destinations in Mexico, such as Los Cabos, Cancún and Puerto Vallarta, and abroad, such as in Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America.

The relative attractiveness of the locations we serve is dependent on many factors, some of which are beyond our control. These factors include the general state of the Mexican economy, and to a significant degree, the U.S. economy and the attractiveness of other commercial and industrial centers in Mexico, which may affect the attractiveness of Monterrey and other growing population centers in our airport group, such as Ciudad Juárez and San Luis Potosí. In addition, with respect to Acapulco, Mazatlán and Zihuatanejo, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes) and the development of new resorts that may be considered more attractive. The locations we serve may not continue to attract the same level of passenger traffic in the future.

The Mexican Airport and Auxiliary Services Agency currently operates 12 small airports in Mexico’s northern region, which collectively served 1,236,409 passengers in 2020, representing a decrease of 49.2 % from 2019 traffic, mainly as a result of a decrease in passenger traffic to and from Querétaro, Ciudad Obregón and Colima.

In addition, the Mexican government could grant new concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with our airports. Any competition from other such airports could have a material adverse effect on our business and results of operations.

For more information, see "Risk Factors - Risks Related to the Regulation of Our Business - "The Mexican government could grant new concessions that compete with the airports operated by the Company".

Sustainability and Our Corporate Culture

Sustainability is one of the core values of our corporate culture. Our integrated management system focuses on occupational health and safety, environmental care, corporate social responsibility and corporate governance. This allows us to respond in a balanced way to the relevant aspects of our stakeholders through different actions and projects in our 13 airports.

Table of Contents Awards and Recognition

In 2018, OMA was included in the Dow Jones Sustainability Index (“DJSI”) Emerging Markets for the third consecutive year. In addition, OMA was included in 2019 in the Dow Jones Sustainability Index-MILA, for the second consecutive year.

In, 2020, we were included in the Sustainability Index of the Mexican Stock Exchange now called S&P/BMV Total México ESG Index, for the ninth year in a row.

Ten of our 13 airports have maintained certifications as Safe Companies by the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) for their achievements in the administration of health and safety in the workplace. The San Luis Potosí airport was the first airport in Mexico to receive such certification in 2011, and in 2015 it was granted the highest recognition by the Ministry of Labor and Social Welfare with a Level III Safe Company Certificate (Certificado de Empresa Segura Nivel III). The Ministry of Labor and Social Welfare granted Level I Safe Company Certificates (Certificado de Empresa Segura Nivel I) to the Reynosa airport, Level II Safe Company Certificates (Certificado de Empresa Segura Nivel II) to the Zacatecas airport, Level III to the Acapulco, Ciudad Juárez, Monterrey and Zihuatanejo airports, and the Revalidation of Level III Safe Company Certificates (Certificado de Empresa Segura Revalidación Nivel III) to the Culiacán, Mazatlán, San Luis Potosí and Torreón airports.

In 2018, the Culiacán, Mazatlán, Reynosa, Tampico, Torreón, Zacatecas and Zihuatanejo airports received the Distinctive “S” (Distintivo “S”) granted by the Ministry of Tourism to companies with good practices in the development of tourism projects and its commitment to global sustainability criteria. In 2019, the Acapulco, Ciudad Juárez, Chihuahua, Durango and San Luis Potosí airports also received such Distinctive “S” (Distintivo “S”).

Twelve of our airports, have received the Environmental Quality Certificate (Certificado de Calidad Ambiental) awarded by the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) for compliance with applicable Mexican environmental laws, regulations and applicable Official Mexican Standards and must be renewed on a biannual basis. Our Monterrey airport is in the process of obtaining this certification, which is expected to be received in 2021.

In 2020, the Chihuahua, Culiacán, Mazatlán, Reynosa and Tampico airports maintained a Family Responsibility Company Certificate (Certificado de Empresa Familiarmente Responsable) granted by the Mexican Ministry of Labor and Social Welfare.

On March 6, 2018, the Mazatlán airport was named the Best Regional Airport of 2017 in Latin America and the Caribbean by Airports Council International (“ACI”). Previous recognition was awarded in 2014.

In 2020, all of our airports received the Health Security Distinction, awarded by the Mexican Institute of Social Security (IMSS) related to implementation of a healthy return to the workplace due to COVID-19 outbreak.

In 2020, all of our airports received the Safe Travels seal granted by the World Travel and Tourism Council (WTTC) because of the actions and protocols implemented to provide its users of facilities with high standards of sanitation in order to mitigate the risk of infection of COVID-19 in each of its terminal buildings.

In 2020, the Monterrey airport was certified by ACI with the Airport Health Accreditation. This recognition certifies compliance with global health standards including those of ACI and ICAO recommendations, for passengers, authorities and users at the Monterrey airport.

Table of Contents REGULATORY FRAMEWORK

Sources of Regulation

The following are the principal laws, regulations and instruments that govern our business and the operation of our airports:

●the Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles), enacted August 4, 1934;

●the Mexican Airport Law, enacted December 22, 1995;

●the regulations under the Mexican Airport Law (Reglamento del la Ley de Aeropuertos), enacted February 17, 2000;

●the Mexican Communications Law (Ley de Vías Generales de Comunicación), enacted February 19, 1940;

●the Mexican Civil Aviation Law (Ley de Aviación Civil), enacted May 12, 1995;

●the regulations under the Mexican Civil Aviation Law (Reglamento de la Ley de Aviación Civil), enacted December 7, 1998;

●the Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, which may be revised on an annual basis and stipulates the applicable basis and rate for calculating the concession fee and duties payable under the current budget;

●the Mexican National Assets Law (Ley General de Bienes Nacionales), enacted May 20, 2004;

●the concessions that entitle our subsidiaries to operate our 13 airports for a term of 50 years beginning on November 1, 1998;

●the Mexican Securities Market Law (Ley del Mercado de Valores), enacted December 30, 2005;

●the General Provisions Applicable to Issuers of Securities and other Participants in the Securities Market (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Mercados Participantes del Mercado de Valores), enacted March 19, 2003;

●the Federal Labor Law, enacted April 1, 1970;

●the Customs Law, enacted December 115, 1995;

●the Value Added Tax Law, enacted December 29, 1978;^^

●the Social Security Law, enacted December 21, 1995;

●the Income Tax Law, enacted December 11, 2013;

●the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica), enacted May 23, 2014; and

●the regulations under the Mexican Federal Antitrust Law (Reglamento de la Ley Federal de Competencia Económica), enacted October 12, 2007.

The Mexican Airport Law and the regulations under the Mexican Airport Law establish the general framework regulating the construction, operation, maintenance and development of Mexican airport facilities. The Mexican Airport

Table of Contents Law’s stated intent is to promote the expansion, development and modernization of Mexico’s airport infrastructure by encouraging investment and competition.

Under the Mexican Airport Law, the holder of a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to either (a) entities considered part of “the federal public administration” as defined under Mexican law or (b) private companies whose principal shareholders may be a state or municipal government; (ii) concessions granted to operators of private airports (who have operated privately for five or more years) wishing to begin operating their facilities as public service airports; and (iii) complementary concessions granted to existing concession holders. Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand.

On June 29, 1998, the Ministry of Communications and Transportation granted 13 concessions to operate, maintain and develop the 13 principal airports in Mexico’s Central North region to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, the process of selling Series BB shares (currently representing 12.8% of our capital stock) to our strategic shareholder pursuant to the privatization process was conducted through a public bidding process. Each of our concessions was amended on September 12, 2000, in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.

Reforms to the Mexican Airport Law and Civil Aviation Law

On January 26, 2015, amendments to the Mexican Airport Law and Civil Aviation Law were published and enacted. Among other matters, the amendments include provisions that intend to create a competitive market for the suppliers of complementary services. To this end, the amendments establish that a concession holder may not limit the number of providers of complementary services in its airport, except in instances in which space availability, operational efficiency and/or safety warrant such a limitation. If a concession holder denies entry to any complementary service provider for a reason other than the above, that service provider may file a complaint before the Ministry of Communications and Transportation.

On June 8, 2016, Article 10 BIS was added to the Mexican Airport Law to provide guidance regarding the granting of concession titles and extensions. Article 10 BIS requires the Ministry of Communications and Transportation to file with the Ministry of Finance and Public Credit, in accordance with the Mexican Airport Law and corresponding regulations, the following: (i) a favorable opinion on the economic profitability of the respective project; (ii) if federal public funds are used to finance part of the project, evidence of the registration of the project with the investment program and project registry maintained by the Ministry of Finance and Public Credit; and (iii) the determination of the fee and duties payable by the concessionaire to the Mexican government, in terms of the applicable law.

We believe we are currently complying in all material respects with the requirements of the Mexican Airport Law and its regulations. Noncompliance with these regulations could result in fines or other sanctions being assessed by the Ministry of Communications and Transportation, and are among the violations that could result in termination of a concession if they occur three or more times.

On November 8, 2017, an amendment to the Mexican Airport Law took effect, which modified various regulations, primarily impacting airlines. As a result of the amendment, airlines must, among others: (i) be transparent when providing information regarding taxes and restrictions on a passenger’s airplane ticket and the breakdown of each cargo fee; (ii) provide passengers at least a 24-hour advance notice of any change in itinerary; (iii) compensate passengers in the event of a cancellation, overbooking and/or the damage, loss or destruction of luggage; and (iv) allow passengers with disabilities to transport necessary implements (such as wheelchairs, walkers, prostheses, crutches, walking sticks or any other implement), at no extra charge, provided that it is for personal use and the item is directly related to the traveler’s disability.

Table of Contents Federal Antitrust Commission

On May 23, 2014, a new Federal Antitrust Law (Ley Federal de Competencia Económica) was enacted. The law grants broader powers to the Mexican Antitrust Commission, including the abilities to regulate essential facilities, order the divestment of assets and eliminate barriers to competition in order to promote access to the market. The law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the law, increases the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law. If the Mexican Antitrust Commission determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions for or in connection with the relevant service or product. As of April 22, 2021, the Mexican Antitrust Commission had not made any determination as to whether the services we render are considered an essential facility.

Role of the Ministry of Communications and Transportation

The Ministry of Communications and Transportation is the principal regulator of airports in Mexico and is authorized by the Mexican Airport Law to perform the following functions:

●plan, formulate and establish the policies and programs for the development of the national airport system;

●construct, administer and operate airports and airport-related services for the public interest;

●grant, modify and revoke concessions for the operation of airports;

●establish air transit rules and rules regulating take-off and landing schedules through the Mexican air traffic control authority;

●take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services and set forth the minimum operating conditions for airports;

●establish safety regulations;

●close airports entirely or partially when safety requirements are not being satisfied;

●monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions;

●maintain the Mexican aeronautical registry for registrations relating to airports;

●impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions;

●approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder;

●approve the Master Development Programs prepared by each concession holder every five years;

●determine each airport’s maximum rates;

●approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and

●perform any other function specified by the Mexican Airport Law.

Table of Contents In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The Ministry of Communications and Transportation provides these services through Services for Navigation in Mexican Air Space, the Mexican air traffic control authority, which is a division of the Ministry of Communications and Transportation. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.

On October 16, 2019, the Ministry of Communications and Transportation established AFAC, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). AFAC is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. Even though AFAC has been formally established, its internal regulations and operation manuals are still pending as of the date of this report. As such, the Company cannot predict how this new agency will be organized, the scope of its authority, the actions that it will take in the future or the effect of any such actions on its business.

Concession Tax

Under Article 232-A of the Mexican Federal Duties Law, holders of airport concessions must pay a tax for the use of state-owned assets. As such, each of our subsidiary concession holders is required to pay the Mexican government a concession tax based on its gross annual revenues (excluding revenues from improvements to concession assets) from the use of public domain assets pursuant to the terms of its concession. Currently, this concession tax is set at a rate of 5% and may be revised at any time by the Mexican government. Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax, although such a request may not be honored in the future.

Scope of Concessions

We hold (through subsidiary holding companies) concessions granted to us by the Mexican government to use, operate, maintain and develop 13 airports in the Central North region of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by one of our subsidiaries for an initial 50-year term beginning on November 1, 1998. This initial term of each of our concessions may be renewed in one or more terms for up to an additional 50 years, subject to our acceptance of any new conditions imposed by the Ministry of Communications and Transportation and to our compliance with the terms of our concession.

In order to renew a concession, the Ministry of Communications and Transportation must obtain a favorable opinion from the Tax Ministry, which will analyze the profitability of each of the airports together with the costs and benefits of renewing the concession. Such analysis compares the cash revenues that may be generated from the use, benefit and exploitation of the public domain assets and services subject to the relevant concessions against the associated costs. The Tax Ministry must issue a resolution on the profitability of each airport within 30 days following receipt of all relevant information from the Ministry of Communications and Transportation. If the Tax Ministry does not issue a resolution within the 30-day period, it will be deemed that the Tax Ministry issued favorable opinion. In addition, together with the profitability analysis, the Ministry of Communications and Transportation shall submit a proposal for the concession fee applicable to the renewed period to the Tax Ministry.

The concessions held by our subsidiary concession holders allow the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and its regulations and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, the use of these assets, together with any improvements thereto, automatically revert to the Mexican government.

Table of Contents Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law. The security regulations shall be implemented in accordance with the requirements set forth in the National Program for Airport Security (Plan Nacional de Seguridad Aeroportuaria). In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for the inspection of passengers and carry-on luggage prior to approaching the departure gates and specify that the transporting airline is responsible for the inspection of checked-in luggage and cargo. If public order or national security is endangered, the competent federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.

The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the Ministry of Communications and Transportation. No agreement documenting liens approved by the Ministry of Communications and Transportation may allow the beneficiary of a pledge to become a concession holder under any circumstances.

A concession holder may not assign any of its rights or obligations under its concession without the authorization of the Ministry of Communications and Transportation. The Ministry of Communications and Transportation is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the Ministry of Communications and Transportation may require.

General Obligations of Concession Holders

The concessions impose certain obligations on the concession holders, including, among others, (i) the obligation to pay the concession tax described above, (ii) the obligation to deliver concession services in a continuous, public and non-discriminatory manner, (iii) the obligation to maintain the airports in good working condition and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the Master Development Programs and the concessions.

Each concession holder and any third party providing services at an airport is required to carry specified insurance in amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Communications and Transportation. As of April 22, 2021, the Ministry of Communications and Transportation has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are specified. We, together with our subsidiary concession holders, are jointly and severally liable to the Ministry of Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the Master Development Programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of one concession, the Ministry of Communications and Transportation is entitled to revoke all of the concessions held by our subsidiaries.

Substantially all of the contracts entered into prior to the grant of our concessions by the Mexican Airport and Auxiliary Services Agency with respect to each of our airports were assigned to the relevant concession holder for each airport. As part of this assignment, each concession holder agreed to indemnify the Mexican Airport and Auxiliary Services Agency for any loss suffered by the Mexican Airport and Auxiliary Services Agency due to the concession holder’s breach of its obligations under an assigned agreement.

Classification of Services Provided at Airports

The Mexican Airport Law and its regulations classify the services that may be rendered at an airport into the following three categories:

●	Airport Services. Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services. These services include the following:

Table of Contents ●the use of airport runways, taxiways and aprons for landing, aircraft parking and departure;

●the use of hangars, passenger walkways, transport buses and car parking facilities;

●the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids;

●the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and

●the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis).

●Complementary Services. Complementary services for which the airlines are responsible may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include: ramp and handling services, checked-baggage screening, aircraft security, catering, cleaning, maintenance, repair and fuel supply (currently provided exclusively by the Mexican Airport and Auxiliary Services Agency) and related activities that provide support to air carriers.

●Commercial Services. Commercial services involve services that are not considered essential to the operation of an airport or aircraft. These services include, among other things, the leasing of space to retailers, restaurants and banks and advertising; hotel services; air cargo logistics; and real estate services.

Third parties rendering airport, complementary or commercial services are required to do so pursuant to a written agreement with the relevant concession holder. We have entered into agreements with third parties for security and surveillance services, ramp-handling and baggage-handling services and checked-baggage services, among others. All agreements relating to airport or complementary services are required to be approved by the Ministry of Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers of complementary services are required to be corporations incorporated under Mexican law. In addition, we lease spaces to third-party tenants that provide commercial services such as food and beverage, retail and advertising.

A concession holder is also required to allow for a competitive market for complementary services. A concession holder may only limit the number of providers of complementary services in its airport due to space, efficiency and/or safety considerations. If a concession holder denies entry to any complementary services provider for reasons other than the above, such service provider may file a complaint with the Ministry of Communications and Transportation, which shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized. If the number of complementary service providers must be limited due to these considerations, contracts for the provision of complementary services must be awarded through a competitive bidding process.

Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster-support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities.

In the event of force majeure, the Ministry of Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure

Table of Contents event. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure.

Master Development Programs

Concession holders are also required to submit to the Ministry of Communications and Transportation a Master Development Program describing, among other things, the concession holder’s construction and maintenance plans.

Each Master Development Program is for a period of 15 years and is required to be updated every five years and resubmitted for approval to the Ministry of Communications and Transportation. Upon such approval, the Master Development Program is deemed to constitute a part of the relevant concession. Any major construction, renovation or expansion of an airport may only be made pursuant to a concession holder’s Master Development Program or upon approval by the Ministry of Communications and Transportation. Information required to be presented in the Master Development Program includes:

●airport growth and development expectations;

●15-year projections for air traffic demand (including passenger, cargo and operations);

●construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment;

●a binding five-year detailed investment program and planned major investments for the following 10 years;

●descriptive airport plans specifying the distinct uses for the corresponding airport areas;

●any financing sources; and

●environmental protection measures.

The concessions require the concession holder to prepare and submit the concession holder’s Master Development Program in a 24-month period and consider the necessary requirements of the airport users in the preparation of the Master Development Program as well as the opinions of air carriers and operations and timetable’s committee. The concession holder must submit a draft of the Master Development Program to an operations committee (Comité de Operación y Horarios), composed of each of the airport’s principal users, for their review and comments six months prior to its submission for approval to the Ministry of Communications and Transportation. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new Master Development Program to the Ministry of Communications and Transportation. The Ministry of Communications and Transportation may request additional information or clarification as well as seek further comments from airport users. The Mexican Ministry of Defense (Secretaría de la Defensa Nacional) may also opine on the Master Development Programs.

A concession holder may only undertake a major construction project, renovation or expansion relating to an airport pursuant to its Master Development Program or with the approval of the Ministry of Communications and Transportation. We are required to spend the full amounts set forth in each investment program under our Master Development Programs, and the Ministry of Communications and Transportation may apply sanctions if we do not comply.

Changes to a Master Development Program and investment program require the approval of the Ministry of Communications and Transportation, except for emergency repairs and minor works that do not adversely affect an airport’s operations.

Pursuant to the terms of our concessions, we are required to comply with the investment obligations under the Master Development Programs on a year-by-year basis, and the Ministry of Communications and Transportation is entitled to review our compliance thereunder (and apply sanctions accordingly) on a year-by-year basis. Although

Table of Contents historically the Ministry of Communications and Transportation has indicated its intent to review our compliance with these obligations on an aggregate five-year basis, we understand that the Ministry of Communications and Transportation may also conduct more limited reviews of our compliance with our obligations on a year-by-year basis going forward.

During 2020, we negotiated the Master Development Program for the 2021 to 2025 period with the Ministry of Communications and Transportation for each of our subsidiary concession holders. This five-year program is in effect from January 1, 2021 until December 31, 2025.

Revenue Regulation

The Mexican Airport Law provides for the Ministry of Communications and Transportation to establish price regulations for services for which the Antitrust Commission determines that a competitive market does not exist. In 1999, the Antitrust Commission issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the Ministry of Communications and Transportation to establish regulations governing the prices that may be charged for airport services and access fees that may be charged to third parties rendering complementary services in our airports. On September 12, 2000, the Rate Regulation (Regulación Tarifaria), which provides a framework for the setting by the Ministry of Communications and Transportation of five-year maximum rates, was incorporated within the terms of each of our concessions. See “Item 3. Key Information—Risk Factors—Risks Related to the Regulation of Our Business— The Company cannot predict how the regulations governing the business will be applied.”

Regulated Revenues

Since January 1, 2000, all of our revenues from aeronautical services have been subject to the Rate Regulation. This price regulation system establishes a “maximum rate” for each airport for every year in a five-year period. The “maximum rate” is the maximum amount of revenues per “workload unit” that may be earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes. The combined maximum tariffs are expressed in workload units for each airport and were determined based on: (i) projected workload units; (ii) capital investments; and (iii) the operating expenses authorized for the five-year period in the Master Development Programs.

We are able to set the specific prices for regulated services, other than complementary services and the leasing of space to airlines, for each of our airports every six months (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index (excluding fuel)), as long as the combined revenues from regulated services at an airport does not exceed the maximum rate per workload unit at that airport on an annual basis. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic increase the workload units permit greater revenues overall within each five-year period for which maximum rates are established.

The Rate Regulation establishes a “dual-till” system of price regulation under which a majority of our revenues, such as passenger fees, landing fees, aircraft parking fees and access fees from third parties providing complementary services at our airports, are regulated, while the revenues that we earn from commercial activities in terminals at our airports, such as the leasing of space to retailers, restaurants, car rental companies and banks, are not regulated. In 2018, 2019 and 2020, approximately 65.0%, 67.5%, and 54.8%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates (76.0%, 76.0^^%, and 71.5%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not subject to this maximum-rate price regulation system and are therefore not subject to a ceiling. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see “Item 5. Operating and Financial Review and Prospects—Overview—Classification of Revenues.”

Table of Contents Maximum Rates

Each airport’s maximum rate is to be determined for each year by the Ministry of Communications and Transportation based on a general framework established in our concessions. This framework reflects, among other factors, projections of an airport’s revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services and projected annual efficiency adjustments determined by the Ministry of Communications and Transportation. The schedule of maximum rates for each airport is to be established every five years.

Maximum Rates for 2016 through 2020

The following table sets forth the maximum rates for each of our airports under our 2016 to 2020 Master Development Programs that went into effect as of January 1, 2016:

Historical Maximum Rates^(1)^


		For the Year Ended December 31,
	****	2016	****	2017	****	2018	****	2019	****	2020
Acapulco		330.39		328.08		325.77		323.50		321.24
Ciudad Juárez		250.18		248.42		246.68		244.95		243.24
Culiacán		266.39		264.53		262.68		260.84		259.02
Chihuahua		251.96		250.19		248.44		246.70		244.97
Durango		305.90		303.76		301.64		299.52		297.43
Mazatlán		293.86		291.81		289.76		287.74		285.72
Monterrey		244.15		242.43		240.73		239.05		237.37
Reynosa		285.53		283.53		281.54		279.57		277.61
San Luis Potosí		213.08		211.59		210.11		208.64		207.18
Tampico		286.87		284.87		282.88		280.91		278.95
Torreón		302.68		300.55		298.46		296.37		294.30
Zacatecas		320.22		317.97		315.75		313.55		311.35
Zihuatanejo		330.24		327.93		325.64		323.36		321.10

(1)	Expressed in constant pesos as of December 31, 2020, as required by the maximum rate regulation. The maximum rate for each succeeding year from 2016 onwards is reduced by the efficiency factor of 0.70% per year.

Maximum Rates for 2021 through 2025

On December 28, 2020, the Ministry of Communications and Transportation set the airport maximum rates for the five-year period from January 1, 2021 through December 31, 2025. These maximum rates are subject to adjustment only under the limited circumstances described below under “Special Adjustments to Maximum Rates.” The following table sets forth the maximum rates for each of our airports under our 2021 to 2025 Master Development Programs that went into effect as of January 1, 2021:

Table of Contents Current Maximum Rates^(1)^


		For the Year Ended December 31,
	****	2021	****	2022	****	2023	****	2024	****	2025
Acapulco		330.62		328.30		326.01		323.73		321.46
Ciudad Juárez		271.00		269.11		267.22		265.35		263.49
Culiacán		288.89		286.87		284.87		282.87		280.89
Chihuahua		284.85		282.86		280.88		278.91		276.95
Durango		330.07		327.76		325.46		323.18		320.92
Mazatlán		321.57		319.32		317.09		314.87		312.66
Monterrey		270.47		268.58		266.70		264.83		262.98
Reynosa		286.31		284.30		282.31		280.33		278.36
San Luis Potosí		258.19		256.38		254.58		252.80		251.03
Tampico		316.50		314.28		312.08		309.89		307.73
Torreón		320.78		318.54		316.31		314.10		311.90
Zacatecas		343.94		341.53		339.14		336.76		334.40
Zihuatanejo		348.49		346.05		343.63		341.22		338.83

(1)	Expressed in constant pesos as of December 31, 2020, as required by the maximum rate regulation. The maximum rate for each succeeding year from 2021 onwards is reduced by the efficiency factor of 0.70% per year.

Methodology for Determining Future Maximum Rates

The Rate Regulation provides that each airport’s annual maximum rates are to be determined in five-year intervals based on the following variables:

●Projections for the following 15 years of workload units (each of which is equivalent to one terminal passenger or 100 kilograms (220 pounds) of commercial cargo), operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation. The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s Master Development Program for the following 15 years.

●Projections for the following 15 years of capital expenditures related to regulated services, based on air traffic forecasts and quality of standards for services to be derived from the Master Development Programs.

●Reference values, which initially were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value.

●A discount rate to be determined by the Ministry of Communications and Transportation. The concessions provide that the discount rate shall reflect the cost of capital to Mexican and international companies in the airport industry (on a pre-tax basis), as well as Mexican economic conditions. The concessions provide that the discount rate shall be at least equal to the average yield of long term Mexican government debt securities quoted in the international markets during the prior 24 months plus a risk premium to be determined by the Ministry of Communications and Transportation based on the inherent risk of the airport business in Mexico.

●An efficiency factor to be determined by the Ministry of Communications and Transportation. For the five-year period ending December 31, 2020, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70%.

Table of Contents Our concessions specify a discounted cash flow formula to be used by the Ministry of Communications and Transportation to determine the maximum rates that, given the projected pre-tax earnings, the efficiency adjustment, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates. In connection with the preparation of the current Master Development Programs, we prepared a proposal to submit to the Ministry of Communications and Transportation establishing the values we believe should be used with respect to each variable included in the determination of maximum rates, including the efficiency factor, projected capital expenditures and the discount rate. Historically, the maximum rates ultimately established by the Ministry of Communications and Transportation reflect a negotiation between the Ministry and us regarding these variables. Once the maximum rates are established, they may be adjusted annually to take account of projected improvements in efficiency and the Mexican Producer Price Index (excluding fuel).

The concessions provide that each airport’s reference values, discount rate and the other variables used in calculating the maximum rates do not represent an undertaking by the Ministry of Communications and Transportation or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we have been able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for this shortfall.

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the Ministry of Communications and Transportation may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the Unit of Measurement and Update (“UMA”). The UMA as of January 1, 2021 was Ps.89.62. As a result, the maximum penalty at such date could have been Ps.4,481 thousand (U.S.$225,077) per airport.

As established by the Ministry of Communications and Transportation, the calculation of workload units does not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of commercial cargo.

Special Adjustments to Maximum Rates

Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:

●Change in law or natural disasters. A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. Requests on these grounds may not be approved in the future.

●Macroeconomic conditions. A concession holder may also request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican GDP in a 12-month period, the workload units processed in the concession holder’s airport are less than that projected when its Master Development Program was approved. To grant an adjustment under these circumstances, the Ministry of Communications and Transportation under the Master Development Program must have already allowed the concession holder to decrease its projected capital improvements as a result of the decline in passenger traffic volume. Requests on these grounds may not be approved in the future.

●Increase in concession tax under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. Requests on these grounds may not be approved in the future.

Table of Contents ●Failure to make required investments or improvements. The Ministry of Communications and Transportation is required to review annually each concession holder’s compliance with its Master Development Program (including the provision of services and the making of capital investments). If a concession holder fails to satisfy any of the investment commitments contained in its Master Development Program, the Ministry of Communications and Transportation is entitled to decrease the concession holder’s maximum rates and assess penalties.

●Excess revenues. In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the Ministry of Communications and Transportation is also entitled to assess penalties against the concession holder.

Increases in Maximum Rates Associated with Baggage-Screening Services

On November 23, 2012, the Mexican Bureau of Civil Aviation (currently AFAC) published mandatory circulars CO SA-17.2/10 R1, superseded by circulars CO SA-17.2/10 R3 and CO SA-17.9/16, which required that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines to provide the service to the airlines. On November 30, 2012, after negotiation with the Mexican Bureau of Civil Aviation (currently AFAC), the maximum rates of our thirteen airports were increased to take into account the maintenance cost incurred due to the operation of baggage-screening equipment. The maximum rate increase became effective on January 1, 2013.

Ownership Commitments and Restrictions

The concessions require us to retain a 51% direct ownership interest in each of our 13 concession holders throughout the term of these concessions. Any acquisition by us or one of our concession holders of any additional airport concessions or of a beneficial interest of 30% or more of another concession holder requires the consent of the Antitrust Commission. In addition, the concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.

Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5% or more of the shares of a holder of an airport concession. We, and each of our subsidiaries, are similarly restricted from owning 5% or more of the shares of any air carrier.

Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in a holder of an airport concession.

Reporting, Information and Consent Requirements

Concession holders and third parties providing services at airports are required to provide the Ministry of Communications and Transportation access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the Ministry of Communications and Transportation with any information that it may request. Each concession holder is also required to publish its annual audited consolidated financial statements in a principal Mexican newspaper within the first four months of each year.

The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the Ministry of Communications and Transportation to such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:

●if a person acquires 35% or more of the shares of a concession holder;

Table of Contents ●if a person has the ability to control the outcome of meetings of the shareholders of a concession holder;

●if a person has the ability to appoint a majority of the members of the board of directors of a concession holder; or

●if a person by any other means acquires control of an airport.

Under the regulations to the Mexican Airport Law, any company acquiring control of a concession holder is deemed to be jointly and severally liable with the concession holder for the performance of the terms and conditions of the concession.

The Ministry of Communications and Transportation is required to be notified upon any change in a concession holder’s chief executive officer, board of directors or management. A concession holder is also required to notify the Ministry of Communications and Transportation at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation or spinoff of the concession holder.

Penalties and Termination and Revocation of Concessions and Concession Assets

Termination of Concessions

Under the Mexican Airport Law and the terms of the concessions, a concession may be terminated upon any of the following events:

●the expiration of its term;

●the surrender by the concession holder;

●the revocation of the concession by the Ministry of Communications and Transportation;

●the reversion (“rescate”) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure);

●the inability to achieve the purpose of the concession, except in the event of force majeure;

●the dissolution, liquidation or bankruptcy of the concession holder; or

●the failure by the concession holder to satisfy the shareholding obligations set forth in the concession.

Following a concession’s termination, the concession holder remains liable for the performance of its obligations during the term of the concession.

On May 20, 2004, a new Mexican National Assets Law was adopted and published in the Federal Official Gazette that, among other things, establishes regulations relating to concessions on real property held in the public domain, including the airports that we operate. The Mexican National Assets Law establishes additional grounds for revocation of concessions for failure to pay certain applicable taxes.

Revocation of Concessions

A concession may be revoked by the Ministry of Communications and Transportation under certain conditions, including:

●the failure by a concession holder to begin operating, maintaining and developing an airport pursuant to the terms established in the concession;

Table of Contents ●the failure by a concession holder to maintain insurance as required under the Mexican Airport Law;

●the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law;

●any alteration of the nature or condition of an airport’s facilities without the authorization of the Ministry of Communications and Transportation;

●use, with a concession holder’s consent and without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican air traffic control authority or that is involved in the commission of a felony;

●knowingly appointing a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws;

●the failure by the concession holder to pay the Mexican government the concession tax;

●the failure by the concession holder to beneficially own at least 51% of the capital stock of its subsidiary concession holders;

●a violation of the safety regulations established in the Mexican Airport Law and other applicable laws;

●a total or partial interruption of the operation of an airport or its airport or complementary services without justified cause;

●the failure to maintain the airport’s facilities;

●the provision of unauthorized services;

●the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider;

●charging prices higher than those registered with the Ministry of Communications and Transportation for regulated services or exceeding the applicable maximum rate;

●any act or omission that impedes the ability of other service providers or authorities to carry out their functions within the airport; or

●any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession.

The Ministry of Communications and Transportation is entitled to revoke a concession without prior notice as a result of the first six events described above. In the case of other violations, a concession may be revoked as a result of a violation only if sanctions have been imposed at least three times with respect to the same violation.

Pursuant to the terms of our concessions, in the event the Ministry of Communications and Transportation revokes one of our concessions, it is entitled to revoke all of our other concessions.

According to the Mexican National Assets Law, Mexico’s national patrimony consists of private and government-owned assets of Mexico. The surface area of our airports and improvements on such space are considered government-owned assets. A concession concerning government-owned assets may be “rescued,” or reverted to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest. In exchange, the Mexican government is required to pay compensation as determined by expert appraisers. Following a

Table of Contents declaration of “rescue,” or reversion, the assets that were subject to the concession are automatically returned to the Mexican government.

In the event of war, public disturbances or threats to national security, the Mexican government may assume the operations (through a process known as requisa) of any airport, airport and complementary services as well as any other airport assets. Such government action may exist only during the duration of the emergency. Except in the case of war, the Mexican government is required to compensate all affected parties for any damages or losses suffered as a result of such government action. If the Mexican government and a concession holder cannot agree as to the appropriate amount of damages or losses, the amount of damages shall be determined by experts jointly appointed by both parties, and the amount of losses shall be determined based on the average net income of the concession holder during the previous year. In the event of a requisa due to international war, the Mexican government would not be obligated to indemnify us.

The Mexican Airport Law provides that sanctions of up to 400,000 times the UMA may be assessed for failures to comply with the terms of a concession. The UMA as of January 1, 2021 was Ps.89.62. As a result, the maximum penalty at such date could have been Ps.35,848 thousand (U.S.$1.8 million) per airport.

Consequences of Termination or Revocation of a Concession

Upon termination, whether as a result of expiration or revocation, the real estate and fixtures that were the subject of the concession automatically revert to the Mexican government. In addition, upon termination, the Mexican government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the Ministry of Communications and Transportation. Alternatively, the Mexican government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder. In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser appointed by the Mexican government.

The Mexican Communications Law, however, provides that upon expiration, termination or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government at no cost and free of any liens or other encumbrances. There is substantial doubt as to whether the provisions of our concessions would prevail over those of the Mexican Communications Law. Accordingly, upon expiration or termination of our concessions, the assets used by our subsidiary concession holders to provide services at our airports may revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Concessions

The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The Mexican Antitrust Commission has the power, under certain circumstances, to prohibit a party from bidding, and to cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:

●parties who hold permits to operate civil aerodromes and intend to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession;

●current concession holders when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession;

Table of Contents ●current concession holders when it is in the public interest for their airport to be relocated;

●entities in the federal public administration; and

●commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports.

Additionally, under the Mexican Airport Law for the granting of a concession title or the resolution to extend the term thereof, the Ministry of Communications and Transportation shall file before the Ministry of Finance and Public Credit the following:

●a favorable opinion regarding the economic profitability of the corresponding project,

●the registry of the programs portfolio and investment projects, in terms of the Federal Budget and Fiscal Responsibility Law (Ley Federal de Presupuesto y Responsabilidad Hacendaria), in case public funds are used to finance an airport project, and

●the assessment of the considerations that the concession holder shall pay to the federal government in terms of applicable law. For purposes of this section, the Ministry of Communications and Transportation shall submit a proposal of said considerations to the Ministry of Finance and Public Credit.

Environmental Matters

Regulation

Our operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment. The major federal environmental laws applicable to our operations are: (i) the General Law of Ecological Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) or the “General Environmental Law,” and its regulations, which are administered by the Ministry of the Environment and Natural Resources and enforced by the Ministry’s enforcement branch, the Federal Attorney for Environmental Protection; (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos), the “Law on Waste”, the General Law for Sustainable Forest Development (Ley General de Desarrollo Forestal Sustentable) and the General Law for Wildlife (Ley General de Vida Silvestre), each of which are also administered by the Federal Attorney for Environmental Protection; (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission, also a branch of the Ministry of the Environment and Natural Resources; (iv) the General Law of Climate Change; and (v) the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental).

Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, environmental audits, natural protected areas, ecological ordering, emissions records and transfer of pollutants. The General Environmental Law also regulates, among other things, vibrations, thermal energy, soil contamination and visual pollution, although the Mexican government has not yet issued enforceable regulation on the majority of these matters. The General Environmental Law also provides that companies that contaminate soils are responsible for their clean-up. Further, according to the Law on Waste, which was published in October 2003, owners and/or possessors of real property with soil contamination are jointly and severally liable for the remediation of such contaminated sites, irrespective of any recourse or other actions such owners and/or possessors may have against the contaminating party, and aside from the criminal or administrative liability to which the contaminating party may be subject. Restrictions on the transfer of contaminated sites also exist. The Law on Waste also regulates the generation, handling and final disposal of hazardous waste.

Pursuant to the National Waters Law, companies that discharge wastewaters into national water bodies must comply with, among other rules, maximum permissible contaminant levels in order to preserve water quality. Periodic reports on water quality must be provided to competent authorities. Liability may result from the contamination of

Table of Contents underground waters or recipient water bodies. The use of underground waters is subject to restrictions pursuant to our concessions and the National Waters Commission.

In addition to the foregoing, Official Mexican Standards (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Metrology and Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the environmental laws described above, establish standards relating to air emissions, soil contamination, wastewater discharges, the generation, handling and disposal of hazardous waste and noise control, among other issues.

The Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) are the responsible regulators. The Federal Office for the Protection of the Environment can bring administrative, civil and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities and impose a variety of sanctions. Companies in Mexico are required to obtain proper authorizations, licenses, concessions or permits from competent environmental authorities for the performance of activities that may have an impact on the environment or that may constitute a source of contamination. Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Ministry of the Environment and Natural Resources, the Federal Office for the Protection of the Environment and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.

Prior to the opening of Mexico’s airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits be performed at each of our airports. Based on the results of these audits, the Federal Office for the Protection of the Environment issued recommendations for improvements and corrective actions to be taken at each of our airports (with which we have complied). In connection with the transfer of the management of our airports from our predecessor, we entered into environmental compliance agreements with the Federal Office for the Protection of the Environment on January 1, 1999, and July 12, 2000, pursuant to which we agreed to comply with a specific action plan and adopted specific actions within a determined time frame.

On June 6, 2012, the General Law on Climate Change was adopted and published in the Official Gazette of the Federation, which, among other objectives, (i) regulates greenhouse gases and emissions, taking into consideration the goals set forth by the UN Framework Convention on Climate Change and the provisions derived therein; (ii) promotes the education, research, development and technology transfer, innovation and promotion with respect to adapting to and mitigating climate change; and (iii) promotes the transition to a competitive, sustainable and low-carbon economy. In accordance with the General Law of Climate Change, individuals and entities that are responsible for sources of emission that are subject to environmental reporting are obligated to compile necessary information, data and documents with respect to direct and indirect emissions for the inclusion in the Mexican National Registry of Emissions (Registro Nacional de Emisiones). This regulation was published on October 28, 2014. We have been obligated to comply with this requirement since February 15, 2016.

Furthermore, on June 7, 2013, the Federal Law of Environmental Responsibility was published in the Federal Official Gazette and requires that any person or entity who, whether by act or omission, directly or indirectly, causes harm to the environment, is obligated to repair such harm. If repair of such harm is not possible, such person is required to pay compensation for the harm caused and take any action necessary to avoid any additional harm or damage. Likewise, this law establishes a judicial procedure for environmental responsibility through which any physical or moral person with a legitimate interest can sue for repair and compensation for harm done to the environment.

On August 11, 2014, the Mexican National Agency of Industrial Safety and Protection of the Environment of the Hydrocarbons Sector (Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos, or “ASEA”) was created. While initially taking a secondary role to the role of the Mexican Ministry of the Environment and Natural Resources, ASEA has recently started to enforce its legal powers. Our airport growth projects related to fuel supply must now be approved by ASEA, which may result in more burdensome proceedings for the approval of special projects related to hydrocarbons. As of the date of this report, there can be no assurance whether ASEA’s rules and regulations will materially affect our business or results of operations.

Table of Contents In 2018, Mexico launched a carbon dioxide (“CO2”) market. The market requires that industries that generate above a certain amount of CO2 emissions pay for rights to excess emissions. Starting in 2019, the legislation also requires that companies report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). In addition, new water quality standards are being discussed, which would require greater water quality for all of our wastewater disposal.

Modifications of existing environmental laws and regulations or the adoption of more stringent environmental laws and regulations may result in the need for investments that are not currently provided for in our capital expenditures program and may otherwise result in a material adverse effect on our business, results or operations or financial condition. Although we do not currently expect that compliance with environmental laws will have material effect on our financial condition or results of operations, there can be no assurance, however, that environmental regulations or the enforcement thereof will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition. For more information see “Item 3. Key Information—Risk Factors—Risks Related to Mexico—Mexico’s environmental legislation could limit the growth of some of our airports.”

Environmental Certification

Since 2011 we have been selected to be one of the members of the Sustainability Index by the Mexican Stock Exchange. The Mexican Stock Exchange Sustainability Index members were selected from among the 70 most traded stocks on the Mexican Stock Exchange based on evaluation criteria of corporate governance, environmental management and social responsibility. In 2020, we were selected again to be one of the members of the Mexican Stock Exchange Sustainability Index (now called S&P/BMV Total México ESG Index).

Liability for Environmental Noncompliance

The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998, and for any failure by the Mexican Airport and Auxiliary Services Agency prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. We believe that we are entitled to indemnification for any liabilities related to actions that our predecessor was required to perform or refrain from performing under applicable environmental laws and under their agreements with environmental authorities, though this may change in the future.

The level of environmental regulation in Mexico has significantly increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent. We expect this trend to continue and expect additional norms to be imposed by the trilateral agreement on Environmental Cooperation that will be entered into by Canada, the United States and Mexico in the context of the USMCA (which was formally signed on November 30, 2018 and entered into force July 1, 2020), as well as by other international treaties on environmental matters. In 2018, Mexico, the United States and Canada announced a Trilateral Agreement of Environmental Cooperation under the USMCA which, has replaced the North American Agreement on Environmental Cooperation in force since January 1, 1994. We do not expect that compliance with Mexican federal, state or municipal environmental laws currently in effect will have a material adverse effect on our financial condition or results of operations. However, environmental regulations or the enforcement thereof may change in a manner that could have a material adverse effect on our business, results of operations, prospects and financial condition.

Table of Contents ORGANIZATIONAL STRUCTURE

The following table sets forth our consolidated subsidiaries as of April 22, 2021, including our direct and indirect ownership interest in each:


Name of Company	****	Jurisdiction ofEstablishment	****	PercentageOwned	****	Description
Aeropuerto de Acapulco, S.A. de C.V.		Mexico		100		Holds concession for AcapulcoInternational Airport

Aeropuerto de Ciudad Juárez, S.A. de C.V.		Mexico		100		Holds concession for Ciudad JuárezInternational Airport. Is authorized to operate a bonded warehouse in such airport

Aeropuerto de Culiacán, S.A. de C.V.		Mexico		100		Holds concession for CuliacánInternational Airport

Aeropuerto de Chihuahua, S.A. de C.V.		Mexico		100		Holds concession for ChihuahuaInternational Airport. Is authorized to operate a bonded warehouse in such airport

Aeropuerto de Durango, S.A. de C.V.		Mexico		100		Holds concession for DurangoInternational Airport

Aeropuerto de Mazatlán, S.A. de C.V.		Mexico		100		Holds concession for MazatlánInternational Airport

Aeropuerto de Monterrey, S.A. de C.V.		Mexico		100		Holds concession for MonterreyInternational Airport. Is authorized to operate a bonded warehouse in such airport

Aeropuerto de Reynosa, S.A. de C.V.		Mexico		100		Holds concession for ReynosaInternational Airport

Aeropuerto de San Luis Potosí, S.A. de C.V.		Mexico		100		Holds concession for San Luis PotosíInternational Airport

Aeropuerto de Tampico, S.A. de C.V.		Mexico		100		Holds concession for TampicoInternational Airport

Aeropuerto de Torreón, S.A. de C.V.		Mexico		100		Holds concession for TorreónInternational Airport

Aeropuerto de Zacatecas, S.A. de C.V.		Mexico		100		Holds concession for ZacatecasInternational Airport

Aeropuerto de Zihuatanejo, S.A. de C.V.		Mexico		100		Holds concession for Zihuatanejo International Airport

Servicios Aeroportuarios del Centro Norte, S.A. de C.V.		Mexico		100		Provider of administrative and other services.

Operadora de Aeropuertos del Centro Norte, S.A. de C.V.		Mexico		100		Provider of operational services.

Table of Contents


Name of Company	****	Jurisdiction ofEstablishment	****	PercentageOwned	****	Description

Holding Consorcio Grupo Hotelero T2, S.A. de C.V.		Mexico		100		Holds 90% of the shares of the Consortium to develop and operate an NH-branded hotel and commercial areas inside the Terminal 2 of Mexico City International Airport. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.

Consorcio Grupo Hotelero T2, S.A. de C.V.		Mexico		90		Holds a 20-year lease agreement with Mexico City International Airport to develop and operate a 287-room, 5-star hotel and more than 5,000 square meters (53,820 square feet) in commercial space inside Terminal 2.

Servicios Corporativos Terminal T2, S.A. de C.V.		Mexico		90		Provider of administrative and other services.

Servicios Complementarios del Centro Norte, S.A. de C.V.		Mexico		100		Provider of complementary services.

OMA Logística, S.A. de C.V.		Mexico		100		Develops and operates commercial areas in our concessionaries.<br><br><br><br>Is authorized to operate a bonded warehouse in the Monterrey airport.<br><br><br><br>Holds 85% of the shares of the investment project to develop and operate a Hilton Garden Inn and commercial areas at the Monterrey airport. Grupo Hotelero Santa Fe owns the remaining 15%.<br><br><br><br>Holds 51% of the shares of OMA-VYNMSA Aero Industrial Park, S.A. de C.V., an investment project to develop, operate and build an industrial park at the Monterrey airport. VYNMSA owns the remaining 49%.

Servicios Aero Especializados del Centro Norte, S.A. de C.V.		Mexico		100		Provider of administrative and other services.

OMA-VYNMSA Aero Industrial Park, S.A. de C.V.		Mexico		51		Entity created to build and operate an industrial park at the Monterrey airport.

Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V.		Mexico		85		Holds a 20-year lease agreement with the Monterrey airport to develop and operate a 134-room hotel at the Monterrey airport under the brand Hilton Garden Inn.

Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V.		Mexico		85		Provider of administrative and other services.

Table of Contents PROPERTY, PLANT AND EQUIPMENT

Pursuant to the Mexican National Assets Law, all real estate and fixtures in our airports are owned by the Mexican government. Each of our concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 50 years. The option to extend a concession is subject to our acceptance of any changes to such concession that may be imposed by the Ministry of Communications and Transportation and our compliance with the terms of our current concessions. Upon expiration of our concessions, these assets automatically revert to the Mexican government, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, including any improvements thereon, except for those caused by normal wear and tear.

We use the property constituting our airports pursuant to our concessions. For more information regarding our property, plant and equipment, see “Item 4. Business Overview—Our Airports.”

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events. We also maintain general liability insurance but do not maintain business-interruption insurance. Among other insurance policies, we carry a U.S.$50.0 million insurance policy covering damages to our property resulting from certain terrorist acts and a U.S.$500 million policy covering personal and property damages to third parties. We also carry a U.S.$200.0 million insurance policy covering damage to our assets and infrastructure.^^

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements and the notes to those consolidated financial statements. It does not include all of the information included in our consolidated financial statements. You should read our consolidated financial statements to gain a better understanding of our business and our historical results of operations.

Our consolidated financial statements included in this annual report are prepared in accordance with IFRS, as issued by the IASB.

Overview

We hold concessions to operate, maintain and develop 13 airports in Mexico, many of which are located in the northern and central regions of the country, pursuant to concessions granted by the Mexican government. The substantial majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. For example, approximately 54.8% of our total revenues in 2020 were earned from aeronautical services and approximately 71.5% of the sum of our aeronautical and non-aeronautical revenues in 2020 were earned from aeronautical services. Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volume at our airports. Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the Ministry of Communications and Transportation and the specific prices that we negotiate with airlines for the provision of aeronautical services. The maximum rate system of price regulation that applies to our aeronautical revenues is linked to the traffic volume (measured in workload units) at each airport; thus, increases in passenger and cargo volume generally permit greater revenues from aeronautical services. In evaluating our aeronautical revenues, we focus principally on workload units, which measure volume, and aeronautical revenues per workload unit, which measures the contribution to aeronautical revenues from each workload unit.

Table of Contents We also derive revenues from non-aeronautical activities, which principally relate to the commercial activities carried out at our airports, such as the operation of parking facilities, advertising and the leasing of space to restaurants and retailers. We also derive non-aeronautical revenues from diversification activities, such as hotel services, air cargo logistics services and real estate services; and complementary activities, which principally include the leasing of space to airlines and operating our baggage-screening system. Our revenues from non-aeronautical activities are not subject to the system of price regulation established by the Ministry of Communications and Transportation (though they may be subject to regulation by other authorities). Our commercial revenues are principally affected by the passenger volume at our airports, the mix of commercial activities carried out at our airports and our ability to increase the rates we charge to those service providers. We evaluate our non-aeronautical revenues by analyzing changes in diversification, commercial and complementary revenues.

During 2020, our business initiatives were focused on reactivating overall operations in our airports and diversification activities, mitigating the effect of the COVID-19 pandemic, which generated adverse effects in our operations during most of 2020, as well as preserving liquidity.

Recent Developments

COVID-19 Outbreak

The United States government has put in place travel restrictions in response to the COVID-19 pandemic, and closed the United States border with Mexico, except to essential travel and trade and commerce, on March 20, 2020. As of April 22, 2021, the land border remains closed. On January 26, 2021, the United States issued a decree, requesting negative COVID-19 test results for all inbound passengers traveling by air. Beginning on January 7, 2021, Canada established similar testing requirements for passengers traveling by air to the country. Subsequently, the Canadian government suspended flights between Canada, Mexico and the Caribbean until April 30, 2021.

The Mexican government has implemented various measures to control the spread of COVID-19, including extraordinary actions, such as school closures and the suspension of non-essential activities, in the regions most affected. On March 31, 2020, Mexico’s Ministry of Health issued a decree suspending all non-essential activities in the country through April 30, and on April 21, such suspension was extended through May 30, 2020. For purposes of these measures, airports are considered essential and our airports remain operational. On May 29, 2020, Mexico’s Ministry of Health issued a decree establishing an epidemiological risk traffic light system by region, applicable both to municipalities and states which became effective on June 1, 2020 (and which remains in place as of the date of this report) that determines the level of health risk and the type of activities authorized to take place. As a result, different states of the country are experiencing different reactivation levels and, consequently, different types of economic activities are being allowed.

As a result of the COVID-19 pandemic, our reserve for doubtful accounts receivable increased by 231% to Ps.20.8 million as of December 31, 2020, which is mainly comprised of commercial tenants. We cannot assure you whether the COVID-19 pandemic will continue to cause an increase in our reserve for doubtful accounts receivable in 2021. The full extent of the ongoing impact of COVID-19 on the Company’s longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus, which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty. Our total passenger traffic decreased 52.3% in 2020 compared to 2019. The sum of aeronautical and non-aeronautical revenues for the first quarter of 2021 decreased to Ps.1,189,679 thousand, as compared to Ps.1,715,650 thousand in the first quarter of 2020. Even where formal advisories and restrictions have been lifted or reduced, the increased spread or resurgence of COVID-19 could result in the reintroduction of or increase in such formal advisories and restrictions. We expect that the COVID-19 pandemic will continue to severely impact the countries and regions served by airlines that operate in our airports in 2021.

While we are expecting a negative impact to our operational and our financial results due to the COVID-19 outbreak, we do not foresee a risk to the overall continuity of our business. We have carried out a preliminary analysis of

Table of Contents the financial results in the short, medium and long term, and we have not identified any significant asset deterioration. Nevertheless, the demand for travel may decrease more than expected, which could magnify the impact of the COVID-19 pandemic going forward. Accordingly, we will continue to monitor and analyze the situation closely. We do not expect interruptions to our business. We have the ability to continue as a going concern and do not foresee the cancellation of our operations at any of our airports.

We are unable to predict with certainty the impact of the COVID-19 outbreak on our business, clients, suppliers and employees, as well as on international air travel. We are also unable to predict the degree to which the COVID-19 outbreak may impact air travel demand in the domestic regions in which we operate, or whether continuous travel restrictions, as well as general population fears with respect to air travel, may have a materially adverse effect on our business and on our operating results. The global and domestic impact of the COVID-19 outbreak on our business will depend on its duration and its impact on the economy of Mexico.

Stock Purchase Agreement

On September 14, 2020, Fintech filed Amendment No. 8 amending the Schedule 13D filed with the SEC, informing that on June 10, 2020, Fintech entered into a Stock Purchase Agreement with ICATEN and in the case of Bagual, a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was Ps. 5.47 per share for 862,703,377 shares.

Potential Tender Offer by Fintech Holdings Inc. and its affiliates

As of December 22, 2020, Fintech Holdings Inc, and Fintech owned Series B shares and underlying ADRs and Series BB Shares (which convert into Series B Shares upon their disposition to a third party) (the “Series B Shares”) which represented approximately 14.7% of our total outstanding capital stock.

Fintech informed on December 23, 2020 that it has considered from time to time making a tender offer, in Mexico or globally, for an additional interest in our Series B Shares, without exceeding an aggregate interest of 40% of our aggregate outstanding shares. In connection with consideration of such an offer, Fintech informed that it has evaluated alternative possibilities for the financial, legal and regulatory structures available for such an offer, and that it has engaged in exploratory discussions regarding those possibilities with, among others, potential providers of financing, potential dealer-managers and regulatory authorities in the United States and Mexico.

On December 22, 2020 Fintech filed Amendment No.10 amending the Schedule 13D filed with the SEC describing possible transactions under consideration related to its investment, but has not determined to proceed, and has stated that there can be no assurance it will proceed with any offer. If Fintech were to proceed with such an offer, Fintech currently expects that any such offer would be for at least 19,505,578 Series B Shares (or 5% of the aggregate outstanding shares of OMA) and up to 97,527,889 Series B Shares (or 25% of the aggregate outstanding shares of OMA) for an expected purchase price of up to Ps.137 per Series B Share (or the corresponding price in US dollars per American Depositary Share representing Series B Shares, based on the applicable US Dollar/Mexican peso exchange rate upon settlement). Fintech stated that the expected offer amount and purchase price disclosed above and the willingness of the reporting persons to proceed with an offer are subject to change based on market conditions, obtaining financing, obtaining regulatory approval in the United States and Mexico, obtaining approval by the our board of directors and other factors, and has indicated that there can be no assurance that it will proceed with any offer. As of the date of Amendment No. 10, these plans remain preliminary and subject to change, and Fintech has not yet determined to proceed and has not commenced any tender offer. Fintech informed it does not expect to be in a position to commence an offer before the final week of January 2021. Fintech anticipates that it would try to finalize its financing commitments in the first ten business days of any offer, and if it is able to obtain satisfactory financing commitments, Fintech would disclose the terms of such financing commitments to the extent required by applicable law, any financing conditions would then be satisfied and Fintech would maintain the offer open for acceptances for the time prescribed by applicable law.

Table of Contents As of April 22, 2021, Fintech has not initiated any tender offer to purchase Series B shares.

Third amendment to the Technical Assistance Agreement

On December 14, 2020, the Technical Assistance Agreement was amended. Among the main modifications, the term was extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless termination notice is provided by any of the parties involved. Additionally, the automatic renewals shall prevail as long as SETA holds an individual interest of at least 7.65% of the shares of the Company. The economic terms of the agreement were not modified.

2021-2025 Master Development Programs

On November 27, 2020, the 2021-2025 Master Development Programs for OMA’s 13 airports were authorized by AFAC. The Master Development Programs include major maintenance, minor expenses and capital investment for the expansion, improvement, modernization and maintenance of airport infrastructure and equipment according to national and international efficiency, operational and safety standards, considering the growth of estimated passenger traffic. The amount of the committed investment was Ps.11,979,621 in pesos with purchasing power as of December 31, 2019.

2020 Annual and Extraordinary Shareholders’ Meeting

The Annual Meeting for the Shareholders of the Company that was rescheduled due to COVID-19 took place on July 7, 2020. The Extraordinary General Shareholders’ Meeting, also held on July 7, 2020, approved the cancellation of 3,659,417 Series “B” shares, acquired by OMA pursuant to Article 56 of the Securities Market Law. As a result, shares outstanding after giving effect to the aforementioned cancellation of shares are 390,111,556.

2021 Annual Shareholders’ Meeting

The Annual Meeting for the Shareholders of the Company was held on April 21, 2021. The General Ordinary Shareholders’ Meeting approved the declaration and payment of a cash dividend to shareholders of up to Ps. 2,000 million and delegated to the Board of Directors the power to determine the amount to be paid out, which will come from accumulated earnings, as well as the date or dates and forms of payment. The declaration of the aforementioned dividend will become effective as of the date the Board makes its determination.

Operations of Hilton Garden Inn Hotel

On July 6, 2020, the Hilton Garden Inn Hotel that operates at the Monterrey airport restarted activities. The hotel had suspended operations since April 6, 2020 due to low occupancy derived from COVID-19.

Inauguration of Reynosa Airport Terminal Building

In February 2021, we inaugurated the terminal building at the Reynosa airport. The project involved a total investment of Ps.335 million and included an expansion of 4,550 square meters (48,976 square feet), for a total of 7,286 square meters (78,426 square feet). Passenger capacity grew threefold to serve up to 900,000 passengers per year.

Approval of Master Development Program for the 2021-2025 period

Table of Contents Issuance OMA21V and OMA21-2 (2021 Green Variable Rate Notes and 2021 Fixed Rate Notes)

On April 16, 2021, OMA issued Ps.1,000,000 thousand in five-year notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2021 Green Variable Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of TIIE 28 + 0.75%. The principal amount will be repaid at maturity on April 10, 2026. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to finance green investments pursuant to our Master Development Programs for 2021-2025. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.

On April 16, 2021, OMA issued Ps.2,500,000 thousand in seven year notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the 2021 Fixed Rate Notes indenture). Interest payments are made on a semiannual basis at a fixed annual interest rate of 7.83%. The principal amount will be repaid at maturity on April 7, 2028. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to extend the maturity profile of debt by prepaying the Ps.3,000,000 thousand in fixed rate notes issued under the 2014 Indenture. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.

For a detailed description of covenants, events of default and the green bond framework, see “Item 5 Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

Operating Results

Certain U.S. dollar amounts have been translated from Mexican pesos for convenience purposes at an exchange rate of Ps.19.9087 per U.S.$1.00, the exchange rate as reported by the Mexican Central Bank on December 31, 2020.

Passenger and Cargo Volumes

In 2020, approximately 89.3% of the terminal passengers using our airports were domestic. Domestic traffic decreased by 51.6% and international traffic decreased by 56.9% as compared to 2019. In addition, of the international passengers traveling through our airports, a majority has historically traveled on flights originating in or departing to the United States. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending.

Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control, including the adverse effects of the COVID-19 pandemic.

In 2018, 2019 and 2020, our 13 airports handled approximately 100,914, 97,620 and 93,242 metric tons of cargo, respectively. The decrease in 2020 was due to a 5.7% decrease in cargo transportation at the Monterrey airport and a 9.0% decrease in cargo transportation at the San Luis Potosí airport. Increases in our cargo volume are beneficial to us for purposes of the maximum-rate calculations, as cargo increases the number of our workload units.

Table of Contents The following table sets forth certain operating and financial data relating to our revenues and passenger and cargo volumes for the periods indicated:


		For the Year Ended December 31,					****
	****	2018	****	2019	****	2020	****
Domestic terminal passengers^(1)^		19,016.38		20,416.76		9,877.70
International terminal passengers^(1)^		2,550.02		2,751.30		1,184.99
Total terminal passengers^(1)^		21,566.40		23,168.06		11,062.69
Cargo units^(1)^		1,009.14		976.20		932.42
Total workload units^(1)^		22,575.54		24,144.26		11,995.11
Change in total terminal passengers^(2)^		9.7	%	7.4	%	(52.3)	%
Change in workload units^(2)^		9.3	%	6.9	%	(50.3)	%

Aeronautical revenues^(3)^		5,140,052		5,752,662		2,942,558
Change in aeronautical revenues^(2)^		18.2	%	11.9	%	(48.8)	%
Aeronautical revenues per workload unit		227.7		238.3		245.3
Change in aeronautical revenues per workload unit^(1)(2)^		8.2	%	4.6	%	3.0	%

Non-aeronautical revenues^(3)^		1,625,497		1,819,605		1,171,039
Change in non-aeronautical revenues^(2)^		11.6	%	11.9	%	(35.6)	%
Non-aeronautical revenues per terminal passenger^(4)^		75.4		78.5		105.9
Change in non-aeronautical revenues per terminal passenger^(2)^		1.8	%	4.2	%	34.8	%
Non-aeronautical revenues per terminal passenger, excluding hotel services^(4)(5)^		59.3		63.1		93.0
Change in non-aeronautical revenues per terminal passenger, excluding hotel services^(2)(5)^		4.6	%	6.4	%	47.4	%

(1)	In thousands. One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo. Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

(2)	In each case, as compared to previous period.

(3)	In thousands of pesos.

(4)	In pesos.

(5)	Figures presented for comparison purposes, as revenues from hotel services do not increase as a function of terminal passengers.

In 2020, we served 11.1 million terminal passengers, of which 9.9 million were domestic and 1.2 million were international. The decrease in passengers in 2020 was principally due to the COVID-19 outbreak.

Classification of Revenues

We classify our revenues into three categories: revenues from aeronautical services, revenues from non-aeronautical services and revenues from construction services. Historically, a substantial majority of our total revenues have been derived from aeronautical services. For example, in 2020, 54.8% of our total revenues were derived from aeronautical services, and the remainder of our revenues was derived from non-aeronautical services and construction services. Aeronautical services represented 71.5% of the sum of our aeronautical and non-aeronautical revenues.

Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, the leasing of space in our airports to airlines (other than first class/VIP lounges and other similar activities not directly related to essential airport operations) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).

Table of Contents Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally include revenues earned from: (i) commercial activities, such as car parking (which may be subject to certain municipal regulations, but not to our maximum rates), rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as advertising, retail operators, food and beverage providers, car rental companies, time-share sales and promotions service providers, duty-free operators and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers; (ii) diversification activities, which include revenues earned by OMA Carga operations (air cargo and ground cargo logistics services), the operation of the Terminal 2 NH Collection Hotel of Mexico City International Airport, the Hilton Garden Inn hotel at the Monterrey airport and real estate services; and (iii) complementary activities, which principally include our checked baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations, as well as fees for access to federal zones.

We recognize revenues from construction services derived from the improvements made to airports that are included in our Master Development Programs. Construction service revenues related to the airport concession are determined based on negotiations between us and the Ministry of Communication and Transportation (recognized according to the percentage-of-completion method), as we construct or improve the airports based on the Master Development Programs. In 2020, revenues from improvements to concessioned assets accounted for 23.4% of our total revenues.

For a detailed description of the components of our aeronautical and non-aeronautical revenue categories, see “Item 4. Information on the Company—Business Overview—Our Sources of Revenues.”

Fluctuations in the Peso

From December 31, 2017 to December 31, 2018, the peso remained the same at Ps.19.64 per U.S.$1.00. From December 31, 2018 to December 31, 2019, the peso appreciated by approximately 3.9%, from Ps.19.64 per U.S.$1.00 on December 31, 2018, to Ps.18.86 per U.S.$1.00 on December 31, 2019. From December 31, 2019 to December 31, 2020, the peso depreciated by approximately 5.5%, from Ps.18.86 per U.S.$1.00 on December 31, 2019, to Ps.19.89 per U.S.$1.00 on December 31, 2020. In the first months of 2021, the peso appreciated, reaching Ps.19.87 per U.S.$1.00 on April 22, 2021.

International passengers and international flights pay tariffs denominated in U.S. dollars. However, these tariffs are generally collected in Mexican pesos 30 to 60 days following the date of each flight, and our maximum rates are set in Mexican pesos. Therefore, a significant depreciation of the Mexican peso as compared to the dollar during this 30 to 60-day period could result in us exceeding our maximum rates, which would be a violation of our concession. We attempt to set our U.S. dollar-denominated tariffs so as to avoid exceeding our maximum rates, and so far, fluctuations in the peso have not caused us to exceed our maximum rates or required us to issue rebates to avoid exceeding our maximum rates.

In addition, we have financial liabilities denominated in U.S. dollars, and a significant depreciation in the Mexican peso could result in higher debt balances when converted to Mexican pesos, thus resulting in foreign exchange losses. We may also, from time to time, maintain cash balances denominated in U.S. dollars, in which cases a depreciation of the Mexican peso against the U.S. dollar could result in a foreign exchange gain. As of December 31, 2020, Ps.1,584 million of our cash balance was denominated in U.S. dollars.

As of December 31, 2020, international passenger charges amounted to Ps.542,933 thousand, and as of December 31, 2020, we had U.S.$4.1 million of liabilities denominated in U.S. dollars.

Table of Contents Aeronautical Revenues

The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit (a workload unit is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from aeronautical services. See “Item 4. Regulatory Framework—Revenue Regulation” for a description of our maximum rates and the rate setting procedures for future periods. The maximum rates for our airports have been determined for each year through December 31, 2025.

The following table sets forth our revenues from aeronautical services for the periods indicated:


		For the Year Ended December 31,											****
		2018				2019				2020			****
	****	Amount	****	%		Amount	****	%		Amount	****	%
		(in thousands of pesos, except percentages)											****
Aeronautical revenues:
Domestic passenger charges		3,382,198		65.8	%	3,776,401		65.6	%	1,857,551		63.1	%
International passenger charges		1,061,793		20.7	%	1,207,989		21.0	%	542,933		18.5	%
Landing charges		205,787		4.0	%	229,919		4.0	%	147,387		5.0	%
Platform for embarking and disembarking		136,852		2.7	%	150,055		2.6	%	90,257		3.1	%
Aircraft parking charges on extended stay or overnight		36,402		0.7	%	35,910		0.6	%	31,905		1.1	%
Domestic and international passenger and carry-on baggage check		54,570		1.1	%	62,970		1.1	%	29,688		1.0	%
Aerocars and jetways		47,956		0.9	%	48,074		0.8	%	19,920		0.7	%
Other airport services, leases and regulated access^(1)^		214,494		4.1	%	241,342		4.2	%	222,917		7.6	%
Total aeronautical revenues		5,140,052		100.0	%	5,752,662		100.0	%	2,942,558		100.0	%

(1)	Includes regulated access fees, leasing of space to airlines for their operations and leasing of space in the airside to cargo handling agents and shippers.

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services, other than complementary services and the leasing of space to airlines, every six months (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index (excluding fuel)), as long as the total aeronautical revenues per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year. See “Item 4. Information on the Company—Regulatory Framework—Price Regulation” for a description of our maximum rates and the rate-setting procedures for future periods. We currently set the specific price for these categories of aeronautical services after negotiating with our principal airline customers. Historically, our specific prices have been structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect this to continue to be the case in future agreements with our principal airline customers. In 2020, passenger charges represented 81.6% of our aeronautical services revenues. In 2020, aeronautical services represented 54.8% of our total revenues and 71.5 % of the sum of our aeronautical and non-aeronautical revenues.

Aeronautical revenue per workload unit is an indicator that is calculated by dividing total aeronautical revenues by the workload units for a given period. This indicator is affected annually, except for years in which the new maximum tariffs are set, by: (i) adjustment in the maximum rates for the efficiency factor and the Mexican Producer Price Index (excluding fuel); (ii) increases and decreases in the relative number of workload units at each airport; and (iii) changes in total workload units per airport.

We, from time to time, seek to offer incentives, including discounts on charges for aeronautical services, to encourage carriers to establish new routes and take other measures expected to increase passenger traffic at our airports. The Mexican Airport Law prevents discriminatory pricing, so incentives we offer must be available to any carrier

Table of Contents meeting the conditions specified for those incentives. The main objective is to promote passenger growth in all of our airports. We may continue to offer further incentives in the future.

Such initiatives undertaken in the future may not be carried out, and may not increase our passenger traffic volume or our revenues.

In 2020, our aeronautical revenues represented approximately 99.3% of the amount we were entitled to earn under the maximum rates applicable to all of our airports. To the extent that we offer incentives to carriers to establish routes serving our airports in the future, or other changes to our sources of aeronautical revenues, this percentage could decrease. We may not be able to collect substantially all of the revenues we are entitled to earn from services subject to price regulation in the future.

Non-Aeronautical Revenues

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services. Non-aeronautical revenues per terminal passenger are calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. The contribution to our total revenues from non-aeronautical services was 21.8% in 2020. Our non-aeronautical revenues per terminal passenger increased from Ps.78.5 in 2019 to Ps.105.9 in 2020 due primarily to the fixed portion of rent embedded in most of our contracts from the commercial, diversification and complementary activities, combined with the effect of the decrease in passenger traffic due to COVID-19. Our non-aeronautical revenues in 2020 represented 28.5% of the sum of our aeronautical and non-aeronautical revenues, and our revenues from commercial activities per terminal passenger increased from Ps.39.5 in 2019 to Ps.51.7 in 2020, due primarily to the minimum guaranteed fixed amount of rent in our commercial contracts.

Certain categories of non-aeronautical revenues are directly impacted by passenger traffic (for example car parking and rental, and food and beverage providers) while others are not (for example leasing of space, on which we earn at least a minimum fixed rent indexed to inflation each year, which may be increased by royalty-based payments as discussed below, or diversification revenues). Accordingly, non-aeronautical revenues do not always behave in the same manner as passenger traffic or workload units.

A substantial amount of our contracts with third-party tenants are royalty-based arrangements. Under a royalty-based contract, the amount tenants must pay is based on tenants’ revenues, subject to minimum guaranteed fixed amounts for the space leased. When the royalty-based amount is lower than the minimum guaranteed amount, the tenant must still pay the latter. Conversely, when the royalty-based amount is higher than the minimum guaranteed amount, the tenant will pay the former. Therefore, a decrease in passenger traffic volumes would result in a reduction in non-aeronautical revenues only if, (i) prior to such decrease in passenger traffic, the sales of royalty-based tenants were higher than the minimum guaranteed amount and (ii) the decrease in traffic volumes is such that it would cause the royalty-based amount to be lower than the minimum guaranteed amount for a given tenant. As a result, during periods in which airports experience a reduction in passenger traffic volumes, non-aeronautical revenues may remain stable due to the minimum guaranteed amount received by the airport under the lease contract, thereby resulting in a potential increase in non-aeronautical revenues per workload unit.

Table of Contents The following table sets forth our revenues from non-aeronautical activities for the periods indicated:


		For the Year Ended December 31,											****
		2018				2019				2020			****
	****	Amount	****	%		Amount	****	%		Amount	****	%
		(in thousands of pesos, except percentages)											****
Non-aeronautical revenues:
Commercial activities:
Car parking charges		244,461		15.0	%	279,463		15.4	%	126,818		10.8	%
Advertising		68,475		4.2	%	76,200		4.2	%	59,695		5.1	%
Retail operations^(1)^		114,418		7.0	%	124,554		6.8	%	64,486		5.5	%
Food and beverage		120,828		7.4	%	144,374		7.9	%	87,499		7.5	%
Car rental operators		131,478		8.1	%	149,454		8.2	%	111,037		9.5	%
Time share developers		14,115		0.9	%	16,663		0.9	%	12,683		1.1	%
Financial services		9,255		0.6	%	10,367		0.6	%	7,853		0.7	%
Communication and services		15,551		1.0	%	16,006		0.9	%	17,800		1.5	%
Services to passenger		2,746		0.2	%	4,127		0.2	%	3,281		0.3	%
VIP lounges		36,649		2.3	%	51,176		2.8	%	36,538		3.1	%
Other commercial revenues^(3)^		36,607		2.3	%	43,542		2.4	%	44,300		3.8	%
Total commercial activities		794,583		49.0	%	915,927		50.3	%	571,990		48.8	%
Diversification activities:
Hotel services		344,307		21.2	%	357,032		19.6	%	141,890		12.1	%
OMA Carga		177,396		10.9	%	194,936		10.7	%	183,382		15.7	%
Real estate services		16,352		1.0	%	18,181		1.0	%	16,499		1.4	%
Industrial services		26,340		1.6	%	39,451		2.2	%	51,272		4.4	%
Other diversification revenues^(3)^		4,061		0.2	%	4,966		0.3	%	7,547		0.6	%
Total diversification activities		568,456		34.9	%	614,565		33.8	%	400,590		34.2	%
Complementary Activities:
Leasing of space^(2)^		74,887		4.6	%	83,477		4.6	%	85,729		7.3	%
Access rights		18,023		1.1	%	19,709		1.1	%	15,819		1.4	%
Documented baggage inspection		153,192		9.4	%	175,006		9.6	%	86,491		7.4	%
Other complementary revenues^(4)^		16,356		1.0	%	10,922		0.6	%	10,420		0.9	%
Total complementary activities		262,458		16.1	%	289,113		15.9	%	198,459		16.9	%
Total revenues from non-aeronautical services		1,625,497		100.0	%	1,819,605		100.0	%	1,171,039		100.0	%

(1)	Includes revenues from duty-free operations.

(2)	Includes the leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).

(3)	Other revenues consist mainly of recovery of costs for utility, marketing, security and maintenance charges that are transferred to airlines and other tenants in our airports.

(4)	Other complementary revenues consist of the recovery of costs for utility, marketing, security and maintenance charges that are transferred to airlines and other tenants in our airports, among others.

The majority of our non-aeronautical revenues are derived from commercial activities, which represented 48.8% of our non-aeronautical revenues in 2020. Commercial activities include car parking charges (which may be subject to government regulation, but not to our maximum rates), rental and royalty payments from third parties operating retail stores and providing commercial services at our airports, such as advertising, food and beverage providers, car rentals, time-share sales and promotions services, duty-free stores and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers.

Table of Contents On an individual basis, during 2020, our most important source of non-aeronautical revenues was OMA Carga which provides air and ground cargo logistics services, and represented 15.7% of our non-aeronautical revenues in 2020 and is part of our diversification activities. Other than OMA Carga, diversification activities include hotel services (both Terminal 2 NH Collection Hotel at the Mexico City International Airport and the Hilton Garden Inn Hotel at the Monterrey Airport) and real estate services.

Complementary activities represented 16.9% of our non-aeronautical revenues in 2020. These activities primarily include baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations; as well as fees for access to federal zones.

Operating Costs

Our operating costs have been, and we believe that they will continue to be, funded entirely from our results of operations. The following table sets forth our operating costs and certain other related information for the periods indicated:


		For the Year Ended December 31,										****
		2018			2019				2020			****
	****	Amount	% Change	****	Amount	****	% Change	****	Amount	****	% Change	****
		(in thousands of pesos, except percentages)										****
Operating Costs:
Cost of services:
Wages and salaries		231,753	5.4	%	242,237		4.5	%	227,076		(6.3)	%
Maintenance		152,583	(17.2)	%	177,191		16.1	%	124,563		(29.7)	%
Security and insurance		170,549	(3.2)	%	161,351		(5.4)	%	134,774		(16.5)	%
Utilities (electricity, cleaning and water)		210,158	11.1	%	177,250		(15.7)	%	122,961		(30.6)	%
Building lease		44,359	(1.8)	%	15,683		(64.6)	%	2,543		(83.8)	%
Allowance for doubtful accounts		(5,960)	(43.6)	%	(241)		(96)	%	17,738		(7,460)	%
Cost of hotel service		65,853	1.3	%	85,706		30.1	%	30,650		(64.2)	%
Employee statutory profit sharing		1,099	(29.9)	%	236		(78.5)	%	1,917		712.3	%
Equipment lease, fees and other		107,502	(2.5)	%	94,794		(11.8)	%	103,736		9.4	%
Total cost of services		977,896	(0.3)	%	954,207		(2.4)	%	765,958		(19.7)	%
Major maintenance provision		248,636	(14.6)	%	292,324		17.6	%	392,531		34.3	%
Cost of construction		1,141,505	(13.9)	%	954,834		(16.4)	%	1,253,868		31.3	%
Administrative expenses		563,151	(4.2)	%	542,664		(3.6)	%	518,059		(4.5)	%
Right to use airport facilities		319,180	17.6	%	363,561		13.9	%	199,202		(45.2)	%
Technical assistance fees		172,610	27.8	%	150,108		(13.0)	%	81,164		(45.9)	%
Depreciation and amortization^(1)^		351,745	17.6	%	415,252		18.1	%	435,344		4.8	%
Other income, net		(205)	(85.1)	%	(1,155)		463.4	%	(128)		(88.9)	%
Total operating costs		3,774,518	(3.0)	%	3,671,795		(2.7)	%	3,645,998		(0.7)	%

(1)	Depreciation reflects depreciation of fixed assets, and amortization reflects amortization of our concessions and rights to use airport facilities.

Cost of Services

Our cost of services consists primarily of employee, maintenance, safety, security and insurance costs, utilities (a portion of which we recover from our tenants) and other miscellaneous expenses.

Table of Contents Major maintenance provision

We are required to perform major maintenance activities to our airports as established by our concession provided by the Mexican government. The estimated major maintenance costs are based on our Master Development Programs, which are reviewed and updated every five years. The contractual obligations to maintain and restore the infrastructure of our airports is recognized as a provision in our consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates. Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions. In periods following the initial recognition and measurement of the major maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessment of the provision and charged or credited as an operating item within our consolidated statements of income and other comprehensive income.

Every quarter, the major maintenance provision is revised to update the amount that has been provided for in order to keep the provision as accurate as possible. The provision could increase or decrease, as a result of certain events, such as, on the one hand, a contingency in an airport that requires immediate major maintenance or other maintenance that has been delayed or, on the other hand, an asset that does not need maintenance, in which case resources can be better used for other activities.

Construction Costs

We invest in additions and upgrades to our concession assets in accordance with our Master Development Programs. As our construction costs are equal to our revenues from construction services, they do not have a cash impact on our results of operations.

Administrative Expenses

Our administrative expenses consist primarily of personnel expenses, fees and expenses paid to consultants and other providers of professional services and other administrative overhead expenses.

Concession Tax

Beginning November 1, 1998, we became subject to Article 232-A of the Mexican Federal Duties Law, which requires that the holders of concessions pay a tax for the use of state-owned assets. This tax is currently equal to 5% of the gross annual revenues of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. The concession tax may be revised at any time by the Mexican government, and this tax may increase in the future. If the Mexican government increases the concession tax, we are entitled to request an increase in its maximum rates from the Ministry of Communications and Transportation; however, the Ministry of Communications and Transportation may not honor such requests in the future.

Table of Contents Technical Assistance Fee

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers technical assistance and technological and industry knowledge and experience to us in exchange for a fee. For more information about this agreement, see “Item 7. Major Shareholders and Related-Party Transactions—Related Party Transactions.” The technical assistance fee for each of 2001 and 2002 was fixed at U.S.$5.0 million (adjusted annually for U.S. inflation). For the remainder of the original contract term, the fee was equal to the greater of U.S.$3.0 million adjusted annually for inflation (measured by the U.S. consumer price index) or 5% of our EBITDA. Pursuant to the second amendment to the Technical Assistance Agreement signed on May 13, 2015, as of June 14, 2015, the fee was reduced to the greater of U.S.$3,478,000 (updated annually according to the U.S. consumer price index) and 4% of our EBITDA for the first three years of the extension and 3% of our EBITDA for the last two years of the extension. Pursuant to the third amendment of the Technical Assistance Agreement, dated as of December 14, 2020, the term of such agreement has been extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless a termination notice is provided by any of the parties involved. Additionally, the automatic renewals shall be in force as long as SETA holds an individual interest of at least 7.65% of the shares of the Company. The economic terms of the agreement were not modified.

Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 13 concessions. In 2020, our depreciation and amortization expenses increased by 4.8%, as compared to 2019, primarily due to an increase in the investment to improve our concessions’ assets during 2020.

The value of our concessions was determined in June 2000, when SETA won the bid to acquire Series BB shares currently representing 12.8% of our capital stock, based on the value assigned by the independent company INGENIAL. In addition, we depreciate the value of certain fixed assets that we acquire or build at our airports pursuant to the investment requirements under our Master Development Programs. For further information regarding depreciation and amortization expenses, refer to Notes 9 and 10 to our audited consolidated financial statements.

Solidarity Fees

We and our subsidiaries have entered into inter-company agreements under which we provide services and make payments among us and our subsidiaries. The payments under these agreements affect the revenues, operating costs and income at our individual subsidiaries but not our consolidated results. Under the intercompany agreements, our parent company Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., or GACN, and our administrative services subsidiaries provide certain services and guarantees to our airport operating subsidiaries (which may include payments to certain of our airport operating subsidiaries), in exchange for which our airport operating subsidiaries make payments to GACN and the service subsidiaries. Each of our airports has entered into a “Solidarity Agreement” with our parent company, pursuant to which each of our airport operating subsidiaries pays a solidarity fee to GACN in exchange for which GACN guarantees the ongoing viability of that subsidiary’s concession, including, in the case of certain subsidiaries, by making payments to those subsidiaries to ensure that they have the resources to comply with their Master Development Programs and other regulatory obligations. As described under “Item 4. Information on the Company—Regulatory Framework—General Obligations of Concession Holders,” in the event of a breach of one concession, the Ministry of Communications and Transportation is entitled to revoke all of the concessions held by our airport operating subsidiaries. Therefore, our airport operating subsidiaries that generate higher revenues pay higher solidarity fees to our parent company to ensure the continued viability of the concessions held by our airport operating subsidiaries that generate lower revenues. Amounts paid pursuant to the Solidarity Agreements are determined in accordance with Mexican transfer pricing regulations established under the Mexican Income Tax Law and are in line with a transfer pricing study that we commission annually from an independent third party. The intercompany agreements also include agreements to provide other routine services, including negotiating regulated tariffs and interfacing with regulators, leasing of commercial real estate, trademark license royalties, marketing services and employee costs. The costs of these services and guarantees, including the solidarity fees, are actual costs that are charged to individual airports.

Table of Contents Expenditures pursuant to master development programs and other capital expenditures

In 2020, expenditures pursuant to master development programs and other capital expenditures were Ps.1,506,237 thousand. We funded our expenditures through cash flows from operations, and we believe that we will continue to fund them through cash flow from operations, as well as new debt, in the future. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Employee Statutory Profit Sharing

We are subject to the mandatory statutory employee profit sharing regime (participación de los trabajadores en las utilidades de las empresas, or “PTU”) established by the Mexican Federal Labor Law. Under this regime, 10% of a company’s unconsolidated annual profits, as calculated for tax purposes, must be distributed among employees other than the chief executive officer.

Taxation

The recognition of a deferred tax asset from previous years represented Ps.85,731 thousand for the year ended December 31, 2020, while the current tax amounted to Ps. 480,322 thousand. In 2020, we had an effective tax rate of 26.4%, which reflects the permanent differences related primarily to inflationary effects for tax purposes.

The statutory Mexican corporate income tax rate in 2020, 2019 and 2018 was 30.0%.

A withholding tax at a rate of 10% on the gross amount of dividends distributed to non-Mexican holders with respect to our Series B shares and our ADSs was enacted as part of the 2013 tax reforms. For a further discussion of the withholding tax, see “Item 10. Additional Information—Taxation—Taxation of Dividends.”

Effects of Devaluation and Inflation

The following table sets forth, for the periods indicated, the percentage that the Mexican peso devalued or appreciated against the U.S. dollar, the Mexican inflation rate, the U.S. inflation rate and the percentage that Mexican GDP changed as compared to the previous period:


		For the Year Ended December 31,			****
	****	2019	****	2020	****
Depreciation of the Mexican peso as computed to the U.S. dollar^(1)^		(3.9)	%	5.5	%
Mexican inflation rate^(2)^		2.8	%	3.2	%
U.S. inflation rate^(3)^		2.1	%	1.4	%
Increase in Mexican GDP^(4)^		(0.1)	%	(8.5)	%

(1) Based on changes in the noon buying rate for Mexican pesos, as published by the U.S. Federal Reserve at the end of each period, which were as follows: Ps.18.86 per U.S.$1.00 as of December 31, 2019 and Ps.19.89 per U.S.$1.00 as of December 31, 2020.

(2) Based on changes in the Mexican Consumer Price Index from the previous period, as reported by the Mexican Central Bank. The year-end Mexican Consumer Price Index was 105.9340 in 2019 and 109.271 in 2020.

(3) Based on changes in the Consumer Price Index for all urban consumers before seasonal adjustment, as reported by the U.S. Department of Labor, Bureau of Labor Statistics.

(4) In real terms, as reported by the Mexican Central Bank.

Table of Contents The general condition of the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, the following:

Passenger charges. Passenger charges for international passengers are currently denominated in U.S. dollars (although invoiced and paid in Mexican pesos), while passenger charges for domestic passengers are denominated in pesos. Consequently, an appreciation of the peso against the U.S. dollar could cause declines in our revenues from passenger charges for international passengers and consequently our aeronautical revenues. This would also produce a decline in peso-denominated revenues when compared with the previous year, because our tariffs for the services we provide to international flights or international passengers are denominated in U.S. dollars but are generally invoiced and paid for in Mexican pesos based on the average exchange rate for the month prior to each flight on which the charge is incurred.

Exchange gains and losses. Our consolidated statement of comprehensive income reflects gains and losses from foreign exchange transactions and could be impacted by exchange rates (to the extent of our foreign currency transactions). A portion of our indebtedness is denominated in U.S. dollars. Given that a substantial portion of our revenues are collected or converted into Mexican pesos, a depreciation in the peso as against the dollar would result in us having to spend more pesos for payment of dollar-denominated indebtedness, whereas an appreciation of the peso would result in us spending fewer pesos for dollar-denominated indebtedness payments. In addition, our cash balance may be, from time to time, denominated in U.S. dollars, in which case a depreciation of the Mexican peso against the U.S. dollar could result in a foreign exchange gain.

Cash flows. Our cash flows are affected by changes in exchange rates as a result of holding monetary assets and liabilities in foreign currencies.

Maximum rates in Mexican pesos. The tariffs for the services that we provide for international flights or international passengers are generally denominated in U.S. dollars but are paid in Mexican pesos based on the average exchange rate for the month prior to each flight. Accordingly, depreciation of the peso, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, which could lead to the imposition of fines and the subsequent termination of one or more of our concessions. In addition, if the Mexican peso appreciates as compared to the U.S. dollar, we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.

Table of Contents Operating Results by Segment

The following table sets forth our results of operations for the periods indicated for each of our airports, our hotel services and our industrial services.


		For the Year Ended December 31,					****
	****	2018	****	2019	****	2020	****
		(in thousands of pesos, except percentages)					****
Metropolitan Destination
Monterrey:
Revenues:
Aeronautical services		2,447,993		2,641,052		1,278,255
Non-aeronautical services		649,393		726,684		479,322
Construction services		232,698		323,035		802,470
Total revenues		3,330,084		3,690,771		2,560,047
Operating costs:
Costs and administrative expenses		383,309		392,344		254,416
Major maintenance provision		56,985		63,673		78,811
Construction costs		232,698		323,035		802,470
Depreciation and amortization		103,454		111,020		122,507
Solidarity fee		1,738,583		2,327,084		855,891
Total operating costs		2,515,029		3,217,156		2,114,095
Income from operations		815,055		473,615		445,952
Operating margin^(1)^		24.5	%	12.8	%	17.4	%

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		For the Year Ended December 31,					****
	****	2018	****	2019	****	2020	****
		(in thousands of pesos, except percentages)					****
Tourist Destinations
Acapulco:
Revenues:
Aeronautical services		182,663		227,954		117,218
Non-aeronautical services		34,279		40,242		27,159
Construction services		279,099		63,102		29,410
Total revenues		496,041		331,298		173,787
Operating costs:
Costs and administrative expenses		59,847		61,603		49,893
Major maintenance provision		9,211		9,374		13,536
Construction costs		279,099		63,102		29,410
Depreciation and amortization		33,125		43,286		44,780
Solidarity fee		71,299		100,121		14,580
Total operating costs		452,581		277,486		152,199
Income from operations		43,460		53,812		21,588
Operating margin^(1)^		8.8	%	16.2	%	12.4	%

Mazatlán:
Revenues:
Aeronautical services		276,126		321,313		211,184
Non-aeronautical services		46,754		52,857		37,431
Construction services		31,308		34,572		24,704
Total revenues		354,188		408,742		273,319
Operating costs:
Costs and administrative expenses		64,062		61,828		38,068
Major maintenance provision		16,297		16,796		13,282
Construction costs		31,308		34,572		34,572
Depreciation and amortization		16,594		17,514		18,699
Solidarity fee		144,273		225,406		105,593
Total operating costs		272,534		356,116		210,214
Income from operations		81,654		52,626		63,105
Operating margin^(1)^		23.1	%	12.9	%	23.1	%

Zihuatanejo:
Revenues:
Aeronautical services		167,578		191,512		98,645
Non-aeronautical services		22,934		25,596		18,360
Construction services		13,534		22,876		45,984
Total revenues		204,046		239,984		162,989
Operating costs:
Costs and administrative expenses		43,740		38,918		29,319
Major maintenance provision		17,228		32,792		40,780
Construction costs		13,534		22,876		45,984
Depreciation and amortization		18,266		18,660		19,091
Solidarity fee		67,683		83,124		14,855
Total operating costs		160,451		196,370		150,029
Income from operations		43,595		43,614		12,960
Operating margin^(1)^		21.4	%	18.2	%	8.0	%

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		For the Year Ended December 31,					****
	****	2018	****	2019	****	2020	****
		(in thousands of pesos, except percentages)					****
Regional Destinations
Chihuahua:
Revenues:
Aeronautical services		364,755		411,392		215,728
Non-aeronautical services		56,128		67,022		46,049
Construction services		141,546		124,701		30,679
Total revenues		562,429		603,115		292,456
Operating costs:
Costs and administrative expenses		60,372		68,233		51,254
Major maintenance provision		20,392		34,802		52,396
Construction costs		141,546		124,701		30,679
Depreciation and amortization		13,462		17,974		25,274
Solidarity fee		222,676		290,026		82,815
Total operating costs		458,448		535,736		242,418
Income from operations		103,981		67,379		50,038
Operating margin^(1)^		18.5	%	11.2	%	17.1	%

Culiacán:
Revenues:
Aeronautical services		539,540		617,978		359,562
Non-aeronautical services		57,313		66,287		51,732
Construction services		33,888		68,961		68,142
Total revenues		630,741		753,226		479,436
Operating costs:
Costs and administrative expenses		76,788		80,460		57,683
Major maintenance provision		10,514		8,884		64,627
Construction costs		33,888		68,961		68,142
Depreciation and amortization		17,408		18,658		20,887
Solidarity fee		346,376		479,985		175,756
Total operating costs		484,974		656,948		387,095
Income from operations		145,767		96,278		92,341
Operating margin^(1)^		23.1	%	12.8	%	19.3	%

Durango:
Revenues:
Aeronautical services		112,310		150,130		79,515
Non-aeronautical services		10,822		13,433		11,083
Construction services		13,788		36,677		50,202
Total revenues		136,920		200,240		140,800
Operating costs:
Costs and administrative expenses		24,949		27,964		21,566
Major maintenance provision		13,951		14,506		26,418
Construction costs		13,788		36,677		50,202
Depreciation and amortization		6,558		7,537		8,259
Solidarity fee		48,335		90,542		24,135
Total operating costs		107,581		177,226		130,580
Income from operations		29,339		23,014		10,220
Operating margin^(1)^		21.4	%	11.5	%	7.3	%

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		For the Year Ended December 31,					****
	****	2018	****	2019	****	2020	****
		(in thousands of pesos, except percentages)					****
San Luis Potosí:
Revenues:
Aeronautical services		167,030		174,340		108,045
Non-aeronautical services		30,275		35,631		28,508
Construction services		231,726		110,743		58,189
Total revenues		429,031		320,714		194,742
Operating costs:
Costs and administrative expenses		30,189		35,460		26,288
Major maintenance provision		30,698		26,093		12,962
Construction costs		231,726		110,743		58,189
Depreciation and amortization		8,711		12,857		21,569
Solidarity fee		88,041		107,623		41,086
Total operating costs		389,365		292,776		160,094
Income from operations		39,666		27,938		34,648
Operating margin^(1)^		9.2	%	8.7	%	17.8	%

Tampico:
Revenues:
Aeronautical services		190,502		197,161		74,330
Non-aeronautical services		26,891		28,056		17,414
Construction services		26,169		61,823		67,530
Total revenues		243,562		287,040		159,274
Operating costs:
Costs and administrative expenses		46,136		43,969		38,759
Major maintenance provision		8,327		11,593		29,466
Construction costs		26,169		61,823		67,530
Depreciation and amortization		8,605		9,218		9,920
Solidarity fee		106,706		128,629		3,441
Total operating costs		195,943		255,232		149,116
Income from operations		47,619		31,808		10,158
Operating margin^(1)^		19.6	%	11.1	%	6.4	%

Torreón:
Revenues:
Aeronautical services		184,396		201,446		94,892
Non-aeronautical services		22,655		23,683		17,425
Construction services		19,991		18,343		12,233
Total revenues		227,042		243,472		124,550
Operating costs:
Costs and administrative expenses		36,732		34,781		24,812
Major maintenance provision		11,198		17,457		19,327
Construction costs		19,991		18,343		12,233
Depreciation and amortization		9,426		9,883		10,605
Solidarity fee		100,811		131,350		33,913
Total operating costs		178,158		211,814		100,890
Income from operations		48,884		31,658		23,660
Operating margin^(1)^		21.5	%	13.0	%	19.0	%

Zacatecas:
Revenues:
Aeronautical services		105,626		141,500		71,292
Non-aeronautical services		11,935		13,945		10,512
Construction services		9,656		6,843		7,480
Total revenues		127,217		162,288		89,284
Operating costs:
Costs and administrative expenses		25,056		27,746		22,432
Major maintenance provision		10,230		12,129		1,243
Construction costs		9,656		6,843		7,480
Depreciation and amortization		7,460		7,813		8,024
Solidarity fee		47,148		76,622		29,349
Total operating costs		99,550		131,153		68,528
Income from operations		27,667		31,135		20,756
Operating margin^(1)^		21.7	%	19.2	%	23.2	%

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		For the Year Ended December 31,					****
	****	2018	****	2019	****	2020	****
		(in thousands of pesos, except percentages)					****
Border Destinations
Ciudad Juárez:
Revenues:
Aeronautical services		310,892		380,271		199,685
Non-aeronautical services		45,287		55,999		37,736
Construction services		9,096		17,650		27,949
Total revenues		365,275		453,920		265,370
Operating costs:
Costs and administrative expenses		49,809		60,977		43,601
Major maintenance provision		30,915		31,050		18,155
Construction costs		9,096		17,650		27,949
Depreciation and amortization		11,631		11,799		12,717
Solidarity fee		174,273		271,070		102,706
Total operating costs		275,724		392,546		205,128
Income from operations		89,551		61,374		60,242
Operating margin^(1)^		24.5	%	13.5	%	22.7	%

Reynosa:
Revenues:
Aeronautical services		106,867		113,515		58,010
Non-aeronautical services		14,810		18,240		11,500
Construction services		144,830		112,031		55,366
Total revenues		266,507		243,786		124,876
Operating costs:
Costs and administrative expenses		24,833		28,119		21,123
Major maintenance provision		12,690		13,177		21,528
Construction costs		144,830		112,031		55,366
Depreciation and amortization		7,909		8,189		9,553
Solidarity fee		46,141		55,895		8,135
Total operating costs		236,403		217,411		115,705
Income from operations		30,104		26,375		9,171
Operating margin^(1)^		11.3	%	10.8	%	7.3	%

(1)	We determine operating margin per airport by dividing income from operations at each airport by total revenues for that airport.

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	For the Year Ended December 31,					****
	2018	****	2019	****	2020	****
	(in thousands of pesos, except percentages)					****
Hotels
Terminal 2 NH Collection Hotel:
Revenues:
Non-aeronautical services	246,065		255,393		110,299
Equity method ^(1)^	476		220		226
Total revenues	246,541		255,613		110,525
Operating costs:
Costs and administrative expenses	156,322		138,742		78,833
Depreciation and amortization	22,969		39,546		40,301
Total operating costs	179,291		178,288		119,134
(Loss) income from operations	67,250		77,325		(8,609)
Operating margin	27.3	%	30.3	%	(7.8)	%

Hilton Garden Inn Hotel:
Revenues:
Non-aeronautical services	100,051		103,474		32,614
Equity method ^(1)^	203		(188)		336
Total revenues	100,254		103,286		32,950
Operating costs:
Costs and administrative expenses	60,440		59,559		28,438
Depreciation and amortization	10,840		11,382		11,430
Total operating costs	71,280		70,941		39,868
(Loss) income from operations	28,974		32,345		(6,918)
Operating margin	28.9	%	31.3	%	(21.0)	%


	For the Year Ended December 31,						****
	2018		2019		****	2020	****
	(in thousands of pesos, except percentages)						****
Industrial Park
OMA-Vynmsa Aero Industrial Park:
Revenues:
Non-aeronautical services		28,190		41,981		56,454
Total revenues		28,190		41,981		56,454
Operating costs:
Costs and administrative expenses		5,654		6,811		8,751
Depreciation and amortization		14,260		19,548		23,621
Total operating costs		19,914		26,359		32,372
Income from operations		8,276		15,622		24,082
Operating margin		29.4	%	37.2	%	42.7	%

(1)	Equity method revenue is eliminated in full on consolidation.

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Table of Contents Summary Historical Consolidated Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years indicated:


		Year Ended December 31,									****
		2018		2019				2020			****
	****	Amount	****	Amount	****	% Change	****	Amount	****	% Change	****
		(in thousands of pesos, except percentages)									****
Revenues:
Aeronautical services		5,140,052		5,752,662		11.9	%	2,942,558		(48.8)	%
Non-aeronautical services		1,625,497		1,819,605		11.9	%	1,171,039		(35.6)	%
Construction services		1,141,505		954,834		(16.4)	%	1,253,869		31.3	%
Total revenues		7,907,054		8,527,101		7.8	%	5,367,466		(37.1)	%
Operating costs and expenses:
Cost of services		977,896		954,207		(2.4)	%	765,958		(19.7)	%
Major maintenance provision		248,636		292,324		17.6	%	392,531		34.3	%
Construction costs		1,141,505		954,834		(16.4)	%	1,253,869		31.3	%
Administrative expenses		563,151		542,664		(3.6)	%	518,059		(4.5)	%
Concession taxes		319,180		363,561		13.9	%	199,202		(45.2)	%
Technical assistance fees		172,610		150,108		(13.0)	%	81,164		(45.9)	%
Depreciation and amortization		351,745		415,252		18.1	%	435,344		4.8	%
Other income		(205)		(1,155)		463.4	%	(128)		(88.9)	%
Total operating costs and expenses		3,774,518		3,671,795		(2.7)	%	3,645,998		(0.7)	%
Income from operations		4,132,536		4,855,306		17.5	%	1,721,468		(64.5)	%
Interest expense, net		(131,466)		(204,772)		55.8	%	(308,610)		50.7	%
Exchange loss, net		(15,488)		(50,878)		228.5	%	79,522		(256.3)	%
Income before income taxes		3,985,582		4,599,656		15.4	%	1,492,380		(67.6)	%
Income taxes		1,121,403		1,372,222		22.4	%	394,501		(71.3)	%
Consolidated net income		2,864,179		3,227,434		12.7	%	1,097,879		(66.0)	%

Other operating data:
Operating margin^(1)^		52.3	%	56.9	%	N/A		32.1	%	N/A
Net margin^(2)^		36.2	%	37.8	%	N/A		20.5	%	N/A

(1)	Income from operations divided by total revenues, expressed as a percentage.

(2)	Consolidated net income divided by total revenues, expressed as a percentage.

Results of Operations for the Year Ended December 31, 2020, Compared to the Year Ended December 31, 2019.

Consolidated Revenues

Total revenues for 2020 were Ps.5,367,466 thousand, 37.1% lower than the Ps.8,527,101 thousand recorded in 2019, primarily as a result of a decrease in both aeronautical and non aeronautical revenues. The sum of aeronautical and non-aeronautical revenues in 2020 decreased by 45.7% as compared to 2019.

Aeronautical revenues decreased by 48.8% to Ps.2,942,558 thousand in 2020, as compared to Ps.5,752,662 thousand in 2019 due primarily to a decrease in passenger charges from Ps.4,984,390 thousand in 2019 to Ps.2,400,484 thousand in 2020, attributable to a 52.3% decrease in passenger traffic. Aeronautical revenues per workload unit in 2020 were Ps.245.3 compared to Ps.238.3 in 2019, an increase of 3.0%.

Non-aeronautical revenues decreased by 35.6% from Ps.1,819,605 thousand in 2019 to Ps.1,171,039 thousand in 2020, due primarily to the reduction in operations at our airports, attributable to a 52.3% decrease in passenger traffic. Non-aeronautical revenues per terminal passenger increased by 34.8%, from Ps.78.5 in 2019 to Ps.105.9 in 2020, due primarily to a lower reduction in non-aeronautical revenue compared to passenger traffic, as a result of the nature of

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Table of Contents contracts from commercial, diversification and complementary activities, which provide for a minimum guaranteed fixed rent.

Revenues from construction services in 2020 were Ps.1,253,869 thousand, an increase of 31.3% from Ps.954,834 thousand recognized in 2019, primarily as a result of the progress in the improvements of concession assets, principally in the Monterrey, Culiacán, Tampico and San Luis Potosí airports.

Our revenues are highly dependent on the volume of passenger traffic. The effects of the COVID-19 pandemic resulted in a significant reduction in passenger traffic during 2020, as a result of the actions taken by the Mexican, U.S. and other governments and from the broader reduction in demand for air travel caused by the COVID-19 pandemic. Even though we have taken action to recover passenger confidence, along with measures taken to preserve liquidity, the ongoing adverse effects of COVID-19 on our operations remain uncertain and the continuation of reduced air travel demand could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity. For more information, see “Risk Factors—Risks Related to Our Operations— The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Revenues by Segment

On an airport-by-airport basis, the principal contributors to total revenues in 2020 were the Monterrey airport (Ps.2,560,047 thousand), the Culiacán airport (Ps.479,436 thousand), the Chihuahua airport (Ps.292,456 thousand), the Mazatlán airport (Ps.273,319 thousand), the Ciudad Juárez airport (Ps.265,370 thousand), the San Luis Potosí airport (Ps.194,742 thousand), and the Acapulco airport (Ps.173,787 thousand). Based on contribution to aeronautical and non-aeronautical revenues in 2020, the main contributors were the Monterrey airport (Ps.1,757,577 thousand), the Culiacán airport (Ps.411,294 thousand), the Chihuahua airport (Ps.261,777 thousand), the Mazatlán airport (Ps.248,615 thousand), the Ciudad Juárez airport (Ps.237,421 thousand), the Acapulco airport (Ps.144,377 thousand), and the San Luis Potosí airport (Ps.136,553 thousand). Historically, Monterrey, Culiacán and Chihuahua have been our three principal contributors to aeronautical and non-aeronautical revenues, and we expect this trend to continue in the future.

Metropolitan Destination

At the Monterrey airport, aeronautical revenues decreased by 51.6% from Ps. 2,641,052 thousand in 2019 to Ps.1,278,255 thousand in 2020, due primarily to a 54.9% decrease in passenger charges, as a result of a 55.3% decrease in passenger traffic. Non-aeronautical revenues decreased by 34.0% from Ps. 726,684 thousand in 2019 to Ps.479,322 thousand in 2020, due primarily to a 70.2% decrease in car parking charges, a 42.7% decrease in food and beverage and a 54.1% decrease in retail operations. The sum of aeronautical and non-aeronautical revenues decreased by 47.8% from Ps. 3,367,736 thousand in 2019 to Ps.1,757,577 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 11.3% from Ps.287.9 in 2019 to Ps.320.5 in 2020, principally due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

Tourist Destinations

At the Acapulco airport, aeronautical revenues decreased by 48.6% from Ps.227,954 thousand in 2019 to Ps.117,218 thousand in 2020, due primarily to a 52.1% decrease in passenger charges, as a result of a 54.8% decrease in passenger traffic. Non-aeronautical revenues decreased by 32.5% from Ps.40,242 thousand in 2019 to Ps.27,159 thousand in 2020, due primarily to a 45.6% decrease in retail operations, a 28.8% decrease in revenues from car rentals and a 35.9% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 46.2% from Ps.268,196 thousand in 2019 to Ps.144,377 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 19.1% from Ps.305.3 in 2019 to Ps.363.7 in 2020, principally due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Mazatlán airport, aeronautical revenues decreased by 34.3% from Ps.321,313 thousand in 2019 to Ps.211,184 thousand in 2020, due primarily to a 36.6% decrease in passenger charges, as a result of a 36.2% decrease in passenger traffic. Non-aeronautical revenues decreased by 29.2% from Ps.52,857 thousand in 2019 to Ps.37,431 thousand in 2020, due primarily to a 32.8% decrease in retail operations, a 39.5% decrease in revenues from time-share

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Table of Contents developers and a 46.3% decrease in revenues from car parking. The sum of aeronautical and non-aeronautical revenues decreased by 33.6% from Ps.374,170 thousand in 2019 to Ps.248,615 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.3% from Ps.316.4 in 2019 to Ps.323.7 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Zihuatanejo airport, aeronautical revenues decreased by 48.5% from Ps.191,512 thousand in 2019 to Ps.98,645 thousand in 2020, due primarily to a 52.2% decrease in passenger charges, as a result of a 49.2% decrease in passenger traffic. Non-aeronautical revenues decreased by 28.3% from Ps.25,596 thousand in 2019 to Ps.18,360 thousand in 2020, due primarily to a 34.7% decrease in retail operations, a 20.6% decrease in revenues from car rentals and a 51.9% decrease in revenues from car parking. The sum of aeronautical and non-aeronautical revenues decreased by 46.1% from Ps.217,108 thousand in 2019 to Ps.117,005 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.2% from Ps.346.0 in 2019 to Ps.367.4 in 2020.

Regional Destinations

At the Chihuahua airport, aeronautical revenues decreased by 47.6% from Ps.411,392 thousand in 2019 to Ps.215,728 thousand in 2020, due primarily to a 52.0% decrease in passenger charges, as a result of a 51.9% decrease in passenger traffic. Non-aeronautical revenues decreased by 31.3% from Ps.67,022 thousand in 2019 to Ps.46,049 thousand in 2020, due primarily to a 55.8% decrease in revenues from car parking, a 38.3% decrease in revenues from car rentals, and a 44.4% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 45.3% from Ps.478,414 thousand in 2019 to Ps.261,777 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.8% from Ps.271.0 in 2019 to Ps.292.1 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Culiacán airport, aeronautical revenues decreased by 41.8% from Ps.617,978 thousand in 2019 to Ps.359,562 thousand in 2020, due primarily to a 43.9% decrease in passenger charges, as a result of a 44.2% decrease in passenger traffic. Non-aeronautical revenues decreased by 22.0% from Ps.66,287 thousand in 2019 to Ps.51,732 thousand in 2020, due primarily to a 54.8% decrease in revenues from car parking, a 14.8% decrease in food and beverage, and a 44.3% decrease in revenues from VIP lounges. The sum of aeronautical and non-aeronautical revenues decreased by 39.9% from Ps.684,265 thousand in 2019 to Ps.411,294 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 5.8% from Ps.272.8 in 2019 to Ps.288.5 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Durango airport, aeronautical revenues decreased by 47.0% from Ps.150,130 thousand in 2019 to Ps.79,515 thousand in 2020, due primarily to a 51.6% decrease in passenger charges, as a result of a 48.5% decrease in passenger traffic. Non-aeronautical revenues decreased by 17.5% from Ps.13,433 thousand in 2019 to Ps.11,083 thousand in 2020, due primarily to a 47.6% decrease in revenues from car parking, a 58.4% decrease in retail operations and a 21.9% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 44.6% from Ps.163,563 thousand in 2019 to Ps.90,598 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.7% from Ps.308.4 in 2019 to Ps.332.1 thousand in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the San Luis Potosí airport, aeronautical revenues decreased by 38.0% from Ps.174,340 thousand in 2019 to Ps.108,045 thousand in 2020, due primarily to a 43.8% decrease in passenger charges, as a result of a 51.9% decrease in passenger traffic. Non-aeronautical revenues decreased by 20.0% from Ps.35,631 thousand in 2019 to Ps.28,508 thousand in 2020, due primarily to a 57.3% decrease in revenues from car parking, a 50.3% decrease in revenues from VIP lounges and a 9.5% decrease in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues decreased by 35.0% from Ps Ps.209,971 thousand in 2019 to Ps.136,553 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 8.7% from Ps.237.3 in 2019 to Ps.258.0 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Tampico airport, aeronautical revenues decreased by 62.3% from Ps.197,161 thousand in 2019 to Ps.74,330 thousand in 2020, due primarily to a 69.5% decrease in passenger charges, as a result of a 63.4% decrease in passenger traffic. Non-aeronautical revenues decreased by 37.9% from Ps.28,056 thousand in 2019 to Ps.17,414

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Table of Contents thousand in 2020, due primarily to a 59.0% decrease in revenues from car parking, a 33.2% decrease in revenues from car rentals and a 70.8% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 59.3% from Ps.225,217 thousand in 2019 to Ps.91,744 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 10.8% from Ps.303.0 in 2019 to Ps.335.7 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Torreón airport, aeronautical revenues decreased by 52.9% from Ps.201,446 thousand in 2019 to Ps.94,892 thousand in 2020, due primarily to a 56.7% decrease in passenger charges, as a result of a 54.7% decrease in passenger traffic. Non-aeronautical revenues decreased by 26.4% from Ps.23,683 thousand in 2019 to Ps.17,425 thousand in 2020, due primarily to a 58.7% decrease in revenues from car parking , a 50.8% decrease in retail operations and a 14.9% decrease in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues decreased by 50.1% from Ps.225,129 thousand in 2019 to Ps.112,317 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 9.3% from Ps.312.8 in 2019 to Ps.341.8 thousand in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Zacatecas airport, aeronautical revenues decreased by 49.6% from Ps.141,500 thousand in 2019 to Ps.71,292 thousand in 2020, due primarily to a 52.1% decrease in passenger charges, as a result of a 51.1% decrease in passenger traffic. Non-aeronautical revenues decreased by 24.6% from Ps.13,945 thousand in 2019 to Ps.10,512 thousand in 2020, due primarily to a 54.0% decrease in revenues from car parking, a 37.1% decrease in retail operations and a 24.4% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 47.4% from Ps.155,445 thousand in 2019 to Ps.81,804 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 7.7% from Ps.325.4 in 2019 to Ps.350.5 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

Border Destinations

At the Ciudad Juárez airport, aeronautical revenues decreased by 47.5% from Ps.380,271 thousand in 2019 to Ps.199,685 thousand in 2020, due primarily to a 49.6% decrease in passenger charges, as a result of a 50.5% decrease in passenger traffic. Non-aeronautical revenues decreased by 32.6% from Ps.55,999 thousand in 2019 to Ps.37.736 thousand in 2020, due primarily to a 44.3% decrease in revenues from car parking, a 46.5% decrease in food and beverage and a 33.4% decrease in car rentals. The sum of aeronautical and non-aeronautical revenues decreased by 45.6% from Ps.436,270 thousand in 2019 to Ps.237,421 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.1% from Ps.265.5 in 2019 to Ps.284.3 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Reynosa airport, aeronautical revenues decreased by 48.9% from Ps.113,515 thousand in 2019 to Ps.58,010 thousand in 2020, due primarily to a 50.8% decrease in passenger charges, as a result of a 52.3% decrease in passenger traffic. Non-aeronautical revenues decreased by 37.0% from Ps.18,240 thousand in 2019 to Ps.11,500 thousand in 2020, due primarily to a 45.6% decrease in revenues from car parking, a 24.8% decrease in car rentals and a 67.6% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 47.2% from Ps.131,755 thousand in 2019 to Ps.69,510 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 10.0% from Ps.271.0 in 2019 to Ps.298.2 thousand in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

Hotels

At our Terminal 2 NH Collection Hotel, total revenues decreased by 56.8% from Ps.255,393 thousand in 2019 to Ps.110,299 thousand in 2020, due primarily to a decrease in the annual average occupancy rate from 84.1% in 2019 to 40.2% in 2020. The revenues of the Terminal 2 NH Collection Hotel are dependent on passenger traffic traveling to and from the Mexico City International Airport.

At our Hilton Garden Inn Hotel at the Monterrey airport, total revenues decreased by 68.5% from Ps.103,474 thousand in 2019 to Ps.32,614 thousand in 2020, due primarily to a decrease in the annual average occupancy rate from

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Table of Contents 77.7% in 2019 to 36.1% in 2020. The revenues of the Hilton Garden Inn Hotel are dependent on passenger traffic traveling to and from the Monterrey international airport.

Industrial Park

At our OMA-VYNMSA Aero Industrial Park, total revenues increased by 34.5% from Ps.41,981 thousand in 2019 to Ps.56,454 thousand in 2020, due primarily to an increase in the number of leased commercial warehouses. An additional warehouse was developed, which construction ended in January 2021. with an area of 4,849 square meters (52,192 square-feet).

Operating Results

Cost of Services

Our cost of services decreased by 19.7% from Ps.954,207 thousand in 2019 to Ps.765,958 thousand in 2020, mainly as a result of our cost cutting initiatives that resulted in a decrease of 30.6% in utilities, mainly as a result of a decrease in electricity consumption of 19,556 thousand KwH, equivalent to a reduction of 32.5%, as compared to 2019, and a 29.6% decrease in maintenance, fees, and others. Additionally, our cost of hotel services declined 64.2% as a result of lower occupancy levels in our hotels during 2020. As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services increased from 12.6% in 2019 to 18.6% in 2020. For more information on cost cutting initiatives implemented during 2020, see “Risk Factors—Risks Related to Our Operations— The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Major maintenance provision

Our major maintenance provision increased from Ps.292,324 thousand in 2019 to Ps.392,531 thousand in 2020, due primarily to the recognition of the major maintenance works included in the new Master Development Program for 2021-2025 approved in November 2020.

Administrative Expenses

Our administrative expenses decreased by 4.5% from Ps.542,664 thousand in 2019 to Ps.518,059 thousand in 2020, due primarily to a 12.5% decrease in expenses paid to consultants and other providers of professional services and a 70.8% decrease in travel expenses.

Technical Assistance Fee

Our technical assistance fee, which is paid in U.S. dollars, decreased by 45.9% from Ps.150,108 thousand in 2019 to Ps.81,164 thousand in 2020, as a result of a decrease in EBITDA, which is the base for its calculation.

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Table of Contents Concession Tax

Our concession tax decreased by 45.2% from Ps.363,561 thousand in 2019 to Ps.199,202 thousand in 2020, as a result of a decrease in aeronautical and non-aeronautical revenues.

Depreciation and Amortization

Our depreciation and amortization increased 4.8% from Ps.415,252 thousand in 2019 to Ps.435,344 thousand in 2020, due primarily to an increase in the investment to improve our concessions’ assets during 2020.

Income from Operations

On a consolidated basis, our operating income decreased by 64.5% from Ps.4,855,306 thousand in 2019 to Ps.1,721,468 thousand in 2020, due primarily to a 37.1% decrease in total revenue. Our operating margin decreased from 56.9% in 2019 to 32.1% in 2020, and considering only the sum of our aeronautical and non-aeronautical revenues, our operating margin decreased from 64.2% in 2019 to 41.8% in 2020.

Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “Item 5. Operating and Financial Review and Prospects—Operating Results—Solidarity Fees.” In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2020 were the Monterrey airport (Ps.445,952 thousand), the Culiacán airport (Ps.92,341 thousand), the Mazatlán airport (Ps.63,103 thousand), the Ciudad Juárez airport (Ps.60,241 thousand), the Chihuahua airport (Ps.50,038 thousand), and the San Luis Potosí airport (Ps.36,648 thousand).

Metropolitan Destination

Operating income for the Monterrey airport decreased by 5.8% from Ps.473,615 thousand in 2019 to Ps.445,952 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.2,327,084 thousand in 2019 to Ps.855,891 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Tourist Destinations

Operating income for the Acapulco airport decreased by 59.9% from Ps.53,812 thousand in 2019 to Ps.21,588 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.100,121 thousand in 2019 to Ps.14,580 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Mazatlán airport increased by 19.9% from Ps.52,616 thousand in 2019 to Ps.63,105 thousand in 2020, due primarily to a decrease in operating costs. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.225,406 thousand in 2019 to Ps.105,593 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Zihuatanejo airport decreased by 70.3% from Ps.43,614 thousand in 2019 to Ps.12,960 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.83,124 thousand in 2019 to Ps.14,855 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

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Table of Contents Regional Destinations

Operating income for the Chihuahua airport decreased by 25.7% from Ps.67,379 thousand in 2019 to Ps.50,038 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.290,026 thousand in 2019 to Ps.82,815 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Culiacán airport decreased by 4.1% from Ps.96,278 thousand in 2019 to Ps.92,341 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.479,985 thousand in 2019 to Ps.175,756 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Durango airport decreased by 55.6% from Ps.23,014 thousand in 2019 to Ps.10,220 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.90,542 thousand in 2019 to Ps.24,135 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the San Luis Potosí airport increased by 24.0% from Ps.27,938 thousand in 2019 to Ps.34,648 thousand in 2020, due primarily to a decrease in operating costs. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.107,623 thousand in 2019 to Ps.41,086 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Tampico airport decreased by 68.1% from Ps.31,808 thousand in 2019 to Ps.10,158 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.128,629 thousand in 2019 to Ps.3,441 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Torreón airport decreased by 25.3% from Ps.31,658 thousand in 2019 to Ps.23,660 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.131,350 thousand in 2019 to Ps.33,913 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Zacatecas airport decreased by 33.3% from Ps.31,135 thousand in 2019 to Ps.20,756 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.76,622 thousand in 2019 to Ps.29,349 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Border Destinations

Operating income for the Ciudad Juárez airport decreased by 1.8% from Ps.61,374 thousand in 2019 to Ps.60,242 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.271,070 thousand in 2019 to Ps.102,706 thousand in 2020, which declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Reynosa airport decreased by 65.2% from Ps.26,375 thousand in 2019 to Ps.9,171 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.55,895 thousand in 2019 to Ps.8,135 thousand in 2020, which

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Table of Contents declined mainly due to an update in the method for its calculation and the decrease in aeronautical and non-aeronautical revenues.

Hotels

Operating income for our Terminal 2 NH Collection Hotel decreased from Ps.77,325 thousand in 2019 to an operating loss of Ps.8,609 thousand in 2020 due primarily to a decrease in revenues.

Operating income for our Hilton Garden Inn Hotel decreased from Ps.32,345 thousand in 2019 to an operating loss of Ps.6,918 thousand in 2020 due primarily to a decrease in revenues.

Industrial Park

Operating income for our OMA-VYNMSA Industrial Park increased from Ps.15,622 thousand in 2019 to Ps.24,082 thousand in 2020 which reflected an increase in revenues.

Exchange Gain (Loss)

We had a net exchange gain in 2020 of Ps.79,522 thousand, as compared to a loss of Ps. 50,878 thousand in 2019 due primarily to the depreciation of the Mexican peso in relation to the U.S. dollar on our U.S. dollar cash balances in 2020. The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps.19.9087 to U.S.$1.00 as of December 31, 2020 and Ps.18.8727 to U.S.$1.00 as of December 31, 2019. Our cash balance denominated in U.S. dollar was Ps.78,940 thousand on December 31, 2019 and Ps.79,552 thousand on December 31, 2020.

Net Interest Expense

Our net interest expense increased by 50.7% from Ps.204,772 thousand in 2019 to Ps.308,610 thousand in 2020, as a result of higher interest expense due to the unwinding of our major maintenance provision as well as a reduction in interest income due to lower interest rates. During 2020, the annualized interest rates on 28-day short-term Mexican treasury bills, or Certificados de la Tesorería de la Federación, consistently decreased from 7.3% on January 1, 2020 to 4.2% on December 31, 2020, with a yearly average of 5.3%.

Income Taxes

We recorded an income tax expense of Ps. 394,501 thousand in 2020, as compared to Ps.1,372,222 thousand in 2019, due primarily to a decrease in revenues and the lower taxable income.

Our current income tax decreased from Ps.1,329,867 thousand in 2019 to Ps.480,232 thousand in 2020 as a result of decreased revenues.

Our effective tax rate was 29.8% in 2019 and 26.4% in 2020. The effective tax rates in 2019 and 2020 differed from the statutory rate of 30%, as a result of the permanent differences related primarily to inflationary effects for tax purposes.

Net Income and Comprehensive Income

Our net income decreased by 66.0% from Ps.3,227,434 thousand in 2019 to Ps.1,097,879 thousand in 2020. Comprehensive income attributable to the controlling interest decreased by 66.2% from Ps.3,210,814 thousand in 2019 to Ps.1,085,231 thousand in 2020. Earnings per share were Ps.2.8038 and earnings per ADS were Ps.22.4304 in 2020.

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Table of Contents Results of Operations for the Year Ended December 31, 2019, Compared to the Year Ended December 31, 2018.

For a comparison of the results of operations for the year ended December 31, 2019 as compared to the year ended December 31, 2018, see “Item 5—Operating and Financial Review and Prospects—Results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018” in our Fiscal Year 2019 Form 20-F.

Liquidity and Capital Resources

Sources of Liquidity

Historically, we covered all of our liquidity needs, including our obligations under the Master Development Programs, with cash flows generated by the operations of our subsidiaries and incurred no significant debt. We modified our strategy to finance our operations and incorporated debt as a means to fund capital investments. In the future, we hope to continue covering our liquidity needs with cash flows generated by the operations of our subsidiaries, with a reduction and control of costs and operational improvements to maximize profitability, and with the incurrence of additional debt to finance expenditures pursuant to our Master Development Program obligations, other capital expenditures and working capital, and make our capital structure more efficient.

In November 2020, we received approval from the Ministry of Communications and Transportation, through the AFAC, of the Master Development Program for each of our thirteen airports, corresponding to the 2021-2025 period. Total investments approved amount to Ps.12,586,901 thousand in pesos as of December 31, 2020. As a result, in our opinion, our cash flows from operations are sufficient for our present operating obligations; however, we may, from time to time, have to incur in additional debt to finance our investment expenditures pursuant to our Master Development Program obligations, as well as other strategic investment expenditures. As of the date of this report, we have been able to timely service our debt and other obligations, without having to take advantage of any available payment deferrals, forbearance periods, or other concessions. For a discussion on our Master Development Program obligations, see “Item 4. Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

Pursuant to our Master Development Programs, in 2021 through 2025, we anticipate investing Ps. 12,586,901 thousand as follows:

Expected Investments Under Master Development Programs by Category for 2021 to 2025


		For the Year Ended December 31,
	****						Total
		2021	2022	2023	2024	2025	2021 - 2025

Terminal capacity expansions and quality projects		610,054	1,051,955	1,295,208	1,444,221	1,438,497	5,839,936
Runways and aprons		371,483	441,930	348,335	284,352	135,296	1,581,395
Machinery and equipment		437,868	527,027	198,793	159,582	217,715	1,540,984
Security, Safety and Information Technology Equipment		388,412	156,264	544,285	361,149	81,534	1,531,644
Operational Infrastructure Expansion		190,178	176,799	158,040	209,535	313,502	1,048,054
Projects to meet ICAO directives		236,096	139,842	14,053	10,260	9,502	409,753
Other		331,412	161,252	62,027	41,027	39,418	635,135
Total		2,565,502	2,655,068	2,620,741	2,510,125	2,235,465	12,586,901

Our committed investments pursuant to our Master Development Programs for 2021 amount to Ps.2,565,502 thousand. Our committed investment for 2021 includes investments for additional capacity and equipment, among others. See “Item 4. Information on the Company—Master Development Programs and Capital Expenditures.”

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Table of Contents Cash Flows

Our treasury monitors cash flows on a daily, monthly and annual basis to plan and determine the management, sources and uses of resources, as well as to meet our capital and debt service obligations at all times, and to improve our working capital and capital structure.

As of December 31, 2018, 2019 and 2020, we had Ps.2,958,902 thousand, Ps.3,429,873 thousand and Ps.2,958,804 , respectively, of cash and cash equivalents, of which 44.3%, 43.4% and 53.0% respectively, was denominated in U.S. dollars. We invested these resources in financial instruments in accordance with our investment policy.

In 2020, we generated Ps. 1,303,478 thousand in cash flows from operating activities of which Ps. 2,569,574 thousand was directly from operating activities and was offset mainly by Ps.747,867 thousand of income tax paid, Ps. 103,704 thousand of major maintenance expenses and Ps. 94,229 thousand of net trade accounts receivable. Our cash flow used in investing activities was Ps.1,324,430 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.528,888 thousand, mainly for payment of Ps.320,866 thousand in interest and Ps.150,000 thousand in the repurchase of shares.

In 2019, we generated Ps.3,716,524 thousand in cash flows from operating activities of which Ps.5,554,608 thousand was directly from operating activities and was offset mainly by Ps.1,324,834 thousand of income tax paid, Ps.305,133 thousand of major maintenance expenses and Ps.60,949 thousand of net trade accounts receivable. Our cash flow used in investing activities was Ps.952,227 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.2,246,461 thousand, mainly for payment of Ps.1,598,681 thousand in dividends and Ps.327,309 thousand in interest.

In 2018, we generated Ps.3,709,346 thousand in cash flows from operating activities of which Ps.4,764,277 thousand was directly from operating activities and was offset mainly by Ps.995,258 thousand of income tax paid, Ps.139,320 thousand of major maintenance expenses and Ps.59,849 thousand of net trade accounts receivable. Our cash flow used in investing activities was Ps.1,088,373 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.1,940,463 thousand, mainly for payment of Ps.1,605,736 thousand in dividends and Ps.323,070 thousand in interest.

Indebtedness

Short-Term Indebtedness

As of April 22, 2021, we had unused lines of credit available for short-term issuances totaling Ps.650,000 thousand.

Long-Term Indebtedness

On March 26, 2013, we issued Ps.1,500,000 thousand in 10-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered in 2011 (the “2011 Indenture”). Interest payments are made on a semiannual basis at a fixed annual interest rate of 6.47%. The principal amount will be repaid at maturity on March 14, 2023. The Acapulco, Ciudad Juárez, Culiacan, Chihuahua, Mazatlán, Monterrey, Tampico, Torreón and Zihuatanejo airports act as guarantors under these notes. The net proceeds from the placement were used to prepay existing debt and were used to fund committed investments under the Master Development Programs for our 13 airports, as well as for strategic investments. The notes received ratings of mxAA+ by Standard and Poor’s and AA+ (mex) by Fitch Ratings at the moment of the issuance. Currently our long-term debt has a mxAAA by Standard and Poor’s and AA+ (mex) by Fitch Ratings and Baa1/Aaa.mx by Moody’s. The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2013 Indenture”) are described below.

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Table of Contents Covenants

●We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

●We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for priorities established by the operation of law.

●In the event of a Change of Control (as defined in the 2013 Indenture), we will be obligated to perform and initiate, through the Mexican Stock Exchange, a public offer to purchase with respect to the notes no more than 15 business days after the occurrence of such Change of Control. We shall offer, and the holders will have the right to accept, the repurchase of the notes in circulation in exchange for a price equal to 101% of the nominal value of the notes plus the interest accrued and not paid through the date of repurchase.

●We cannot merge, divide, dissolve or liquidate, nor can we permit any of our subsidiaries to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, (ii) mergers in which the entity created by the merger assumes our obligations, (iii) mergers that do not imply a Change in Control or (iv) dissolutions and liquidations of subsidiaries that we consider advantageous in making our corporate structure more efficient and that do not directly result in an event of default.

●We cannot sell, rent or otherwise dispose of Important Assets (as defined in the 2013 Indenture) (including the share capital of any subsidiary), nor permit that our subsidiaries do so, except for (i) sales in the ordinary course of business, (ii) sales of obsolete or discontinued equipment and (iii) sales between subsidiaries or between us and our subsidiaries.

●We cannot incur nor permit our subsidiaries to incur any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in the same manner.

Events of Default

●If we do not pay interest within three business days following a payment date.

●If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect, and such information is not corrected within 15 business days from the date on which any responsible officer had knowledge of such a situation.

●If we or our subsidiaries breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach if the obligations are not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

●If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries, or if, for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

●If we or our subsidiaries do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$10.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

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Table of Contents ●If we or any of our subsidiaries are declared to be in bankruptcy by a final and unappealable resolution or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

●If any definitive judicial resolution is issued against us or our subsidiaries that, individually or together, with any other definitive judicial resolution exceeds the amount of U.S.$10.0 million or its equivalent in other currencies and said amount was not paid or guaranteed within 30 calendar days.

●If we reject, question or dispute the validity or enforceability of the notes.

●If we do not begin or perform the repurchase offer when a Change of Control has occurred.

●If on the 30th day business day after the audited annual financial statements are available, the notes are not secured by guarantors that fulfill minimum requirements.

As of the date of this annual report, we were in compliance with these covenants, and no event of default had been triggered. None of our credit or other debt agreements contain financial covenants.

We, through seven of our airports, have maintained lines of credit with Private Export Funding Corporation (backed by Ex-Im Bank) for U.S.$20.4 million, pursuant to agreements dated October 15, 2010 and December 14, 2010, valid through December 21, 2021. As of December 31, 2020, the balance of credit was U.S.$678,000. These lines of credit are guaranteed by checked-baggage inspection equipment acquired by the airports. The interest rate is three-month LIBOR plus 125 basis points.

On June 16, 2014, OMA issued Ps.3,000,000 thousand in seven-year notes (certificados bursátiles) at a fixed rate of 6.85% that were registered with the Mexican National Registry of Securities. The purpose of the issuance was to fix interest payments and to extend the maturity profile of debt by prepaying the Ps.1,300,000 thousand in floating-rate notes issued under the 2011 Indenture, and to finance the Master Development Programs and strategic investments. The floating-rate Ps. notes issued under the 2011 Indenture were paid on July 11, 2014. The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2014 Indenture”) are substantially similar to those under the 2013 Indenture. On April 19, 2021, the notes issued under the 2014 indenture were paid in full.

On April 16, 2021, OMA issued Ps.1,000,000 thousand in five-year green notes (certificados bursátiles verdes) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2021 Green Variable Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of TIIE 28 + 0.75%. The principal amount will be repaid at maturity on April 10, 2026. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance is to finance green investments pursuant to our Master Development Programs for 2021-2025. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.

●As part of the issuance process of the green notes, in March, 2021, OMA created a Green Bond Framework (the “Framework”), in order to meet the commitments therein and finance projects that will deliver environmental benefits to support the Company’s business strategy and vision. Under the Framework, the Company can issue bonds, where proceeds are used to finance eligible green projects, as defined therein. The Framework is in accordance with the International Capital Market Association (“ICMA”) Green Bond Principles (GBP) 2018 and also describes the manner in which a green bond issued by the Company supports and contributes towards meeting the United Nations Sustainable Development Goals.

●The majority of resources from the green bond are focused on renewable energy and energy efficiency projects, particularly on the implementation of solar power throughout our airports, as well as other projects that reduce energy consumption. In order to assure proper implementation, OMA has established a Green Bond Working Group, that is responsible for the review and selection of projects that will qualify as eligible green projects. This group is chaired by the Chief Executive Officer of the Company and will meet on a semi-annual basis. Finally, the Company appointed Sustainalytics to

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Table of Contents provide an external review on the Framework, which issued its opinion on March 16, 2021. Sustainalytics opined that the Framework is credible and impactful and aligns with the four core components of the ICMA Green Bond Principles (GBP) 2018. For more information about the framework and Sustainalytics’ independent party opinion, visit OMA’s Investor Relations website at http://ir.oma.aero.

On April 16, 2021, OMA issued Ps.2,500,000 thousand in seven-year notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an Indenture into which we entered on that date (the 2021 Fixed Rate Notes Indenture). Interest payments are made on a semiannual basis at a fixed annual interest rate of 7.83%. The principal amount will be repaid at maturity on April 7, 2028. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to extend the maturity profile of debt by prepaying the Ps.3,000,000 thousand in fixed-rate notes issued under the 2014 Indenture. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.

The principal covenants and the events of default under the 2021 Green Variable Rate Notes Indenture and the 2021 Fixed Rate Notes Indenture are described below:

●We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

●We cannot merge, divide, dissolve or liquidate, nor can we permit any of our guarantors to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, and (ii) mergers in which the entity created by the merger assumes our obligations.

●We and the guarantors cannot sell or otherwise dispose of assets, except for (i) sales in the ordinary course of business, (ii) sales agreed upon prior to the issuance of the notes, or (iii) sales that would not cause a material adverse effect on the Issuer or the guarantors.

●We cannot pay dividends if an Event of Default has occurred and is continuing.

Events of Default

●If we do not pay interest within 3 business days following a payment date.

●If we or any guarantor are declared to be in bankruptcy or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

●If we or any of the guarantors reject, question or dispute the validity or enforceability of the notes.

●If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect, and such information is not corrected within 10 business days from the date on which any responsible officer had knowledge of such a situation.

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Table of Contents for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

●If we or the guarantors do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$20.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

●If we or the guarantors breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach of the obligations if not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

●If any definitive judicial resolution is issued against us or the guarantors that, individually or together with any other definitive judicial resolution exceeds the amount of U.S.$20.0 million or its equivalent in other currencies, and said amount was not paid or guaranteed within 30 calendar days.

As of the date of this annual report, we are in compliance with these covenants, and no event of default has been triggered.

We did not access revolving lines of credit or raise capital in the public or private markets to address any liquidity needs as a result of the COVID-19 pandemic.

Total Indebtedness

The following table sets forth our total indebtedness at the closing of each of the periods indicated:


As of December 31,	****	Indebtedness
	****		(in thousands of pesos)
2018		Ps.	4,584,594
2019		Ps.	4,543,609
2020		Ps.	4,510,388

Derivative Financial Instruments

As of December 31, 2020, we were not party to and did not hold any financial derivative instrument.

Other Restrictions

As of December 31, 2020, restrictions imposed by debt instruments did not have any impact on our ability to fulfill our capital and cash obligations.

Principal Treasury Policies and Procedures

The operation of the treasury department is based on various policies, with which we were in compliance as of December 31, 2020. The most significant policies currently in effect are as follows:

●Investments in Financial Instruments. The Company shall invest its cash balance in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following:

●The Company shall invest in instruments with a minimum credit rating of MxAA in Mexico or its equivalent from a recognized rating agency.

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Table of Contents ●The investment period shall never exceed 180 days.

●No more than 50% of consolidated cash shall be invested in a single financial institution.

●The financial institution with which the investment is made shall be recognized in the Mexican market and registered with the CNBV and shall have had positive earnings for the past three years and a minimum credit rating of MxA in Mexico or its equivalent from a recognized rating agency.

●Investments in Foreign Financial Instruments. The Company shall invest its cash balance in U.S. dollars in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following:

●Company shall invest in financial institutions recognized by the laws under the regulation of the United States, and by the Federal Reserve (FED), a minimum shareholders’ equity of U.S.$500 million, a minimum unsecured credit rating of A2 (Global rating) by Moody’s or A (global rating) by Standard and Poor’s.

●The Company shall invest in instruments like certificates of deposit, checkbook deposits, checking accounts or money market funds with the highest credit rating from Moody’s or Standard and Poor’s through an investment account of the Foreign Financial Institution Authorized.

●The investment period shall never exceed 90 days.

●Indebtedness. The Company shall comply with any debt restrictions established in its debt agreements or in related parties debt agreements that include any restriction on the Company’s debt level.

●Derivative Financial Instruments. The Company may only invest in derivative financial instruments that are strictly for coverage, with the objective of setting maximum financial costs and established on a national value. The derivative financial investments shall be tested for effectiveness, the type of coverage shall be designated, and calculations of the Value at Risk or its equivalent will be validated with a third party. The counterparty shall have a minimum risk rating of MxAA in Mexico or the equivalent international risk rating from a recognized rating agency.

●Related- Party Transactions. Related-party transactions shall be entered into on market terms in accordance with the opinion of an external expert. Related-party transactions that exceed Ps.1,500 thousand in a single transaction or Ps.10,000 thousand in a series of transactions shall be authorized by the Board of Directors.

●Loans Between Affiliates. Loans between affiliates shall only be vertical (from the holding company to its subsidiaries and from a subsidiary to the holding company) and never horizontal (between subsidiaries). Such loans shall be made at market rates and within the parameters established in annual price and transfer studies.

●Payment to Service Providers. Payment to service providers shall be made within 30 calendar days after the date of receipt of the bill; provided that there may be special cases in which this period is shortened or lengthened.

●Share Repurchase. The Company carries out repurchases of its shares in compliance with various policies, including, but not limited to: (i) being up-to-date on payment of cumulative dividends for Series BB shares, (ii) being up-to-date on payment of obligations derived from debt instruments registered with the Mexican National Registry of Securities, (iii) purchasing shares at market price,

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Table of Contents except with regard to public offerings or auctions authorized by the CNBV and (iv) ensuring that there are no relevant events that have not been disclosed to the investing public.

Principal Uses of Capital

Resources

Our capital resources are mainly used to comply with the Master Development Programs (which include capital expenditures, major maintenance and other expenditures) and to invest in other capital expenditures necessary to accommodate the growth of our business.

The following table details our actual expenditures made during 2018, 2019 and 2020 and their classification in our consolidated financial statements for such periods:


		For the Year Ended December 31,
	****	2018	****	2019	****	2020
		(in thousands of pesos)
Capital expenditures pursuant to master development programs		1,141,504		954,834		1,253,869
Other capital expenditures		172,859		94,090		147,614
Total capital expenditures		1,314,363		1,048,924		1,401,483
Expenditures made for major maintenance^(1)^		139,320		305,133		103,704
Other expenditures pursuant to master development programs		3,727		4,526		1,050
Expenditures pursuant to master development programs and other capital expenditures^(2)^		1,457,410		1,358,584		1,506,237

(1)	The amounts disclosed in this table refer to increases in our investments in capital assets and represent both actual cash expenditures and capital additions, which are included in our accounts payable as of the end of each period, as the cash required for the capital additions has not yet been expended.

(2)	Amounts represent cash outlays for major maintenance, which are provisioned in our major maintenance provision.

In 2020, we spent Ps.1,401,483 thousand on capital expenditures, principally in connection with works to improve our terminal and operating infrastructure. In 2019, we spent Ps.1,048,924 thousand on capital expenditures, principally in connection with works to improve our terminals. In 2018, we spent Ps.1,314,363 thousand on capital expenditures, principally in connection with works to improve our terminals.

We currently intend to fund our commitments pursuant to the Master development programs, other capital expenditures and working capital required by our business operations through cash flows generated from our operations and through the issuance of additional debt as deemed necessary by our management to comply with our obligations under the Master Development Programs. For a discussion on our Master Development Program obligations, see “Item 4. Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

Share Repurchase Program

On April 21, 2019, our shareholders authorized the use of an amount of up to Ps.1,500 million for repurchases of Series B shares until the next annual shareholders’ meeting approved the 2019 results. On July 7, 2020, our shareholders authorized an increase of the share purchase reserve to Ps. 1,500 million and the use up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2020 results. On April 21, 2021, our shareholders authorized the use of an amount of up to Ps. 1,500 million for the repurchase of Series B shares until the next annual shareholders’ meeting approves the 2021 results.

Our share repurchase program started in October 2007. The operation of our share repurchase program generates cash inflow and cash outflow depending on the nature of the transaction (buying or selling). For the year ended December 31, 2018 the share repurchase program generated a cash flow of Ps.0, for the year ended December 31,

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Table of Contents 2019 the share repurchase program generated a cash outflow of Ps.244,201 thousand, and for the year ended December 31, 2020, the share repurchase program generated a cash outflow of Ps.150,000 thousand. On December 31, 2018, 2019, and 2020 the number of repurchased shares in treasury amounted to 324,507 and 2,145,651 and 0 respectively. At the Extraordinary Shareholders’ Meeting held on July 7, 2020, the shareholders approved the cancellation of 3,659,417 repurchased shares held in treasury.

Critical Accounting Policies

We prepare consolidated financial statements in conformity with IFRS. As such, we are required to make estimates, judgments and assumptions that affect (i) certain reported amounts of our assets and liabilities, (ii) the disclosure of our contingent assets and liabilities at the date of the financial statements, and (iii) certain reported amounts of revenues and expenses during the reporting period. We base estimates and judgments on our historical experience and on various other reasonable factors that together form the basis for making judgments about the carrying values of our assets and liabilities. Our actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our significant accounting policies are described in Note 4 to our consolidated financial statements. The Board of Directors approves our accounting policies, taking into consideration the advice of the Audit Committee. For additional information, see Note 4 to our consolidated financial statements. We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

IFRS 16, Leases

IFRS 16 (issued by the IASB in January 2016), which establishes new or modified requirements regarding lease accounting. It introduced significant changes to the lessee’s accounting, eliminating the distinction between an operating and financial lease, requiring the recognition of an asset for use rights and a lease liability on the start date of all leases, except those considered to be short term or low value assets. In contrast to lessee accounting, the requirements for the lessor remain significantly unchanged. Details of the effects of the adoption of IFRS 16 are described in Note 18 of the financial statements.

Deferred Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement and tax values of assets and liabilities. Our deferred income taxes as of December 31, 2018, 2019 and 2020 were prepared taking into account that we will only be obligated to pay the Mexican corporate income tax.

Additionally, the Company’s subsidiaries have tax loss carryforwards available to be amortized in addition to other deferred income tax assets for which we assess their recoverability. We determine the recoverability of those assets based on our projections of future taxable income, which includes investments made under the Master Development Programs to which we are subject, as well as the maximum rates that we are able to charge, as established by the Mexican government.

Employee benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur.

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Table of Contents Contingencies

We are a party to a number of legal proceedings. Under IFRS, liabilities are recognized in the financial statements when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the loss is neither probable nor estimable or if the likelihood of a loss is remote, no amounts are recognized in the financial statements. The factors considered in this analysis are the legal merits of the case, as substantiated by the opinion of our legal advisors.

Allowance for Doubtful Accounts

The Company recognizes lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, including general economic conditions.

Useful Lives of Long-Lived Assets

Our long-lived assets correspond to concessions granted by the Mexican government, represented as an intangible asset, and property and equipment, represented as tangible assets. We review the estimated useful lives, residual values and depreciation and amortization methods of tangible and intangible long-lived assets at the end of each reporting period. The level of uncertainty associated with estimates of useful lives is mainly related to changes in the market conditions in which the tangible and intangible assets are used, as well as utilization volumes and technological development.

Impairment of Tangible and Intangible Assets Excluding Goodwill

Our management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any. Our management considers that the aggregate of all airport concessions is an “independent cash generating unit,” as each of our 13 airports formed part of the Central-North package included in the Mexican government’s original bidding process. In accordance with the terms established by the Mexican government, each of our 13 airports must be in operation, regardless of their individual results and are therefore evaluated for impairment on a consolidated basis. Our hotel segment is evaluated separately. Pursuant to IAS 36, during 2020 the effect of COVID-19 pandemic was deemed to be an indication of impairment. Accordingly management tested for impairment its concessions and hotels cash generating units, and concluded that no impairment charges were needed. We do not currently expect the COVID-19 pandemic to have a significant impact in the evaluation of impairment of our tangible and intangible assets, however, the severity and extent of the current COVID-19 pandemic may impact that determination.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a weighted average cost of capital that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

Major Maintenance Provision

We have an obligation to perform major maintenance activities in our airports, per the terms of our concession agreements. The provision is recognized as accrued at an amount that represents the best estimate of the present value of

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Table of Contents future disbursements required to settle the obligation. Future disbursements are determined by considering the requirements of our Master Development Programs. The recognition of the major maintenance provision affects the results of the periods in which the infrastructure under concession becomes available for use through the date on which the maintenance and/or repair work is performed.

For more information regarding recently-issued accounting standards and how they may affect us, see Note 4 to our consolidated financial statements.

Off-Balance Sheet Arrangements

Except for operating lease agreements and purchase obligations as disclosed in the contractual obligations table below, we are not party to any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2020:


		Payments Due by Period														****
	****			****	2021		****	2022-2024		****	2025-2027		****	2028-on		****
		****			Less than									More than		****
		Total			1 Year^(6)^			1-3 Years			3-5 Years			5 Years		****
		(in thousands of pesos)														****
Master Development Programs		Ps.	12,586,901		Ps.	2,565,502		Ps.	7,785,934	^(7)^	Ps.	2,235,465	^(7)^		N/A	^(7)^
Purchase obligations^(1)^			75,997			75,997			N/A			N/A			N/A
Short-term debt			—			N/A			N/A			N/A			N/A
Long-term debt^(2)^			4,513,503			3,013,503			1,500,000			N/A			N/A
Interest^(3)^			306,718			188,641			118,077
Leases^(4)^			284,215			45,592			99,053			96,626			42,945
Power Purchase Agreement^(5)^			477,729			57,304			184,590			205,252			30,584
Total		Ps.	18,245,064		Ps.	5,946,539		Ps.	9,687,653		Ps.	2,537,342		Ps.	73,529

(1)	Reflects minimum fixed annual payment to be paid under our Technical Assistance Agreement of U.S.$3.8 million updated to specific year using an annual U.S. inflation rate of 1.01%, as reported by the U.S. Department of Labor, Bureau of Labor Statistics for the period from December 2019 to December 2020, and assuming an exchange rate of Ps.19.9087 per U.S.$1.00, the exchange rate as reported by the Mexican Central Bank on December 31, 2020, which is used for operations with related parties in our consolidated financial statements. The amount ultimately to be paid in any year will depend on our profitability. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”
(2)	Debt denominated in U.S. dollars was converted to pesos based on an exchange rate of Ps.19.9087 per U.S.$1.00, the exchange rate as reported by the Mexican Central Bank on December 31, 2020, which is used for liabilities in our consolidated financial statements.
---	---
(3)	Interest projected based on forward interest rates (LIBOR) and assuming an exchange rate of Ps.19.9087 per U.S.$1.00, the exchange rate as reported by the Mexican Central Bank on December 31, 2020, which is used for liabilities in our consolidated financial statements.^^
---	---
(4)	In October 2008, we acquired 90% of the common stock of Consorcio Grupo Hotelero T2, S.A. de C.V. This entity held a lease agreement with Mexico City International Airport to construct and operate a five-star hotel at Terminal 2 of Mexico City International Airport, establishing a leasing amount of the higher of Ps.18.5 million per year, pesos as of December 2007, adjusted every year according to the Mexican national consumer price index, or a royalty of 18% of total annual revenues. Additionally, we entered into lease agreements for our corporate offices. The rent paid in 2020 was Ps.12,870 and is adjusted annually based on the NCPI. These agreements expire in September 2021 and April 2021. Lease obligations in the table are not determined at present value.
---	---
(5)	Long-term agreement for the purchase of wind-generated energy. Minimum consumption amount was established at 41.4 million KwH. Price per KwH is adjusted annually based on the NCPI. This agreement expires on May 31, 2028.
---	---
(6)	Amounts for less than one year correspond to obligations for 2021.
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(7)	In 2025, the fifth year of our current Master Development Program, we will negotiate new Master Development Program commitments for the 2026–2030 period with the Ministry of Communications and Transportation.
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Table of Contents Item 6. Directors, Senior Management and Employees

Directors

Our Board of Directors is responsible for the management of our business. Pursuant to our bylaws, our Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors, each of whom is elected or re-elected at the annual shareholders’ meeting. Under the Mexican Securities Law (Ley del Mercado de Valores) and our bylaws, at least 25% of our directors must be independent.

Our bylaws provide that (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical Assistance Agreement, and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).

At the shareholders’ meeting held on April 23, 2018, in accordance with our by-laws, SETA approved the ratification of Diego Quintana Kawage, Guadalupe Phillips Margain, and Rodrigo Antonio Quintana Kawage as members of the Board of Directors. In addition, our shareholders approved the appointment of Christian Whamond as a director in substitution of Jacques Edouard Julien Follain and his alternate director, and the appointment of Martin Werner Wainfeld and Luis Solórzano Aizpuru as Independent Directors in substitution of Elsa Beatriz García Bojorges and Ricardo Gutiérrez Muñoz, respectively. Finally, our shareholders approved the ratification of all the other members of the Board of Directors and Diego Quintana Kawage was confirmed as Chairman and Director.

At the shareholders’ meeting held on April 29, 2019, our shareholders approved the designation of Bernardo Casas Godoy as member of the Board of Directors, replacing Pablo García Aguilar. All other members of the Board of Directors were re-elected. At the same shareholders’ meeting our shareholders approved that all members of the Board of Directors, Committee Presidents and the Secretary of the Board of Directors were to stay in place until the next shareholders’ meeting conveyed to approve the results for the year ended on December 31, 2019.

At the shareholders’ meeting held on July 7, 2020, our shareholders approved the Annual Report for 2019 prepared by the Chief Executive Officer and the Audited Consolidated and Non-Consolidated Financial Statements for the year ended 2019; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the appointment of Alejandro Ortega Aguayo and Federico Patiño Márquez as independent members of the Board of Directors, replacing Alberto Felipe Mulás Alonso and Felipe Duarte Olvera; the appointment of Ricardo Maldonado Yáñez as president of the Corporate Practices, Finance; Planning and Sustainability Committee; the re-election of all other members of the Board of Directors; the application of results of the Company, as well as an increase in the share repurchase reserve to Ps. 1,500 million and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2020 results. On that same date, the shareholders held an extraordinary meeting approving the cancelation of 3,659,417 Series B shares held in treasury. As a result, outstanding shares amount to 390,111,556.

At the shareholders’ meeting held on April 21, 2021, our shareholders approved the Annual Report for 2020 prepared by the Chief Executive Officer and the Audited Consolidated and Non-Consolidated Financial Statements for the year ended 2020; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the reelection of the members of the Board of Directors and its Committees; the application of results of the Company, as well as Ps. 1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approves the 2021 results.

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Table of Contents The following table lists the members of the Board of Directors effective on April 22, 2021, confirmed at the shareholders’ meeting held on April 21, 2021 along with their titles, dates of appointment and ages:


Name	Title	Director Since	Age
Diego Quintana Kawage*	Chairman and Director	April 14, 2011	50
Guadalupe Phillips Margain*	Director	February 24, 2017	51
Rodrigo Antonio Quintana Kawage*	Director	February 24, 2017	43
Christian Whamond	Director	April 23, 2018	48
Bernardo Casas Godoy	Director	April 29, 2019	56
Próspero Antonio Ortega Castro	Director	February 24, 2017	50
Ricardo Maldonado Yáñez	Independent Director	April 14, 2016	54
Martin Werner Wainfeld	Independent Director	April 23, 2018	57
Luis Solórzano Aizpuru	Independent Director	April 23, 2018	49
Alejandro Ortega Aguayo	Independent Director	July 7, 2020	50
Federico Patiño Márquez	Independent Director	July 7, 2020	67

* Appointed by SETA

Diego Quintana Kawage. Mr. Diego Quintana Kawage has been a member of our Board of Directors since April 2011 and has been its Chairman since April 16, 2013. He was a member of the Board of Directors of Empresas ICA from 2008 to 2016. He joined Empresas ICA in 1995 in the Project Finance Area where he worked until the year 2000. He served as General Director of ViveICA, S.A. de C.V., Empresas ICA’s homebuilding company, from 2004 to 2009 and as Finance Director of ViveICA, S.A. de C.V., from 2000 to 2003. He holds an economics degree from the Universidad Anáhuac and has a Master’s of Science in management from Stanford University.

Guadalupe Phillips Margain. Ms. Guadalupe Phillips Margain has been the Chief Executive Officer of ICA Tenedora, S.A. de C.V. and is a member of its board of directors. Previously, she has worked as Chief Restructuring Officer of ICA, as well as Vice President of Finance and Risk Management for Grupo Televisa among other positions. She is a member of the boards of directors of Innova, Grupo AXO. She is also an alternate member of the boards of directors of Grupo Televisa and Grupo Financiero Banorte and proprietary member of the board of directors of Volaris. Ms. Phillips holds a law degree from the Instituto Tecnológico Autónomo de México and an M.A. and Ph.D. from the Fletcher School at Tufts University.

Rodrigo Antonio Quintana Kawage. Until 2020, Mr. Rodrigo Antonio Quintana Kawage was an executive at Grupo ICA for eleven years serving in various leadership positions, including as its General Counsel and as its Chief Financial Officer. He is currently in private practice and serving on ICA’s Board of Directors. He previously worked as a legal intern at Banco de México, Mexico’s central bank, and as an associate in the finance practice of Mayer Brown, a global law firm, in its Chicago and New York offices. Mr. Quintana holds law degrees from the Instituto Tecnológico Autónomo de México in Mexico City and from the University of Chicago Law School. He is the brother of Mr. Diego Quintana, the Chairman of OMA’s Board.

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Table of Contents Christian Whamond. Mr. Christian Whamond has been Portfolio Manager and Director of Corporate Credit at Fintech Advisory Inc. since joining the firm in 2012. He is responsible for directing and managing investments in corporate fixed income and equities. Prior to joining Fintech, Mr. Whamond worked at BTG Pactual where he had responsibility for managing and trading a portfolio of Latin American fixed income corporate credits. He joined BTG Pactual from James Caird Asset Management, a principal investment firm spun-off from Moore Capital where, as Emerging Markets Portfolio Strategist, he co-managed a portfolio of Emerging Markets sovereign and corporate credits. Mr. Whamond worked from 2007 to 2008 for Lehman Brothers’ Global Principal Strategies group (later renamed R3) where he helped manage the Emerging Markets credit portfolio. Prior to this, Mr. Whamond worked at JPMorgan, where he started his career in the Investment Bank in 1996 as a financial analyst and investment banker covering clients from the Buenos Aires office. He was later a Vice President in JPMorgan’s Latin American Mergers and Acquisitions group in New York and afterwards joined the Latin American Sales and Trading group, where he was responsible for trading and positioning complex Latin American corporate credits. Mr. Whamond holds an Industrial Engineering degree from the Instituto Tecnológico de Buenos Aires in Argentina.

Bernardo Casas Godoy. Mr. Bernardo Casas Godoy joined Grupo ICA in 1990 as a lawyer in the legal-fiscal department. He also participated as Legal Director in several business units of ICA, including the areas of contracts, financial matters, corporate, housing and urban construction. Currently, Mr. Casas is General Counsel and responsible for the Corporate Fiscal and Capital Control Direction. Mr. Casas holds a law degree from Universidad Panamericana and has obtained certifications in Tax Law, Civil Law and Amparo from the same institution. He also attended an executive program at the Instituto Panamericano de Alta Dirección de Empresas (IPADE) in Mexico City.

Próspero Antonio Ortega Castro. Mr. Prospero Antonio Ortega Castro has been the Director of Administration and Finance of Grupo ICA since 2015. Previously, he held positions in a number of Grupo ICA’s business units. Prior to joining Grupo ICA in 1995, Mr. Ortega worked as an auditor at Price Waterhouse. Mr. Ortega holds a degree in Finance and Accounting from the Universidad de las Americas in Puebla and a Master’s degree in Administration from the Instituto Tecnológico de Estudios Superiores de Monterrey. He also attended an executive program at the Instituto Panamericano de Alta Direccion de Empresas (IPADE) in Mexico City.

Ricardo Maldonado Yáñez. Mr. Ricardo Maldonado Yáñez is a partner at the law firm Mijares, Angoitia, Cortés y Fuentes, S.C. He has over 25 years of experience providing advice to Mexican and foreign companies on domestic and cross-border merger and acquisition transactions, joint ventures and strategic alliances. He also represents issuers and financial institutions in public and private debt and equity offerings, and advises clients in the negotiation, structuring and drafting of all types of financings and in infrastructure projects. Mr. Maldonado also focuses part of his practice to Corporate Governance matters advising family-owned and publicly listed companies. Mr. Maldonado serves as member and/or secretary of the Board of Directors of Consorcio Ara, Grupo Televisa, Controladora Vuela Compañía de Aviación (Volaris) and ICA Tenedora. Mr. Maldonado holds a law degree from the Universidad Nacional Autónoma de México (UNAM) and an LLM from the University of Chicago Law School. Mr. Maldonado is a member of the National Association of Corporate Directors (NACD) and of the International Corporate Governance Network (ICGN).

Martin Werner Wainfeld. Dr. Martin Werner Wainfeld is the founding partner of DD3 Capital Partners, an investment and advisory firm based in Mexico City. Dr. Werner was co-head of the Investment Bank for Latin America and Director General of Goldman Sachs in Mexico from 2000 to 2016. Previously, he was Undersecretary of Finance in Mexico for the period 1997-1999. He was in charge of the restructuring of Mexico’s external public debt after the 1994-1995 financial crisis. Dr. Werner has 16 years’ experience in investment banking and participated in more than ninety merger and acquisition and financing transactions. He is a member of the Board of Directors of Betterware and until March 29, 2021 he was member of the Board of Directors of Grupo Comercial Chedraui. He is a member of the Advisory Board of the Yale University Business School. Dr. Werner holds an economics degree from the Instituto Tecnológico Autónomo de México (ITAM) and a Ph.D. in economics from Yale University.

Luis Solórzano Aizpuru. Mr. Solorzano is Chief Executive Officer and Founding Partner of Acamar Partners. Mr. Solorzano has over 20 years of investment experience across various sectors. Mr. Solorzano has served on the boards of various public and private companies, including CarLotz, Inc., Acamar Partners Acquisition Corp II, Grupo Aeroportuario del Centro Norte, Acamar Partners Acquisition Corp I, Dufry, Latin American Airport Holdings, Aerodom, InverCap Holdings, and Viakem. Mr. Solorzano began his career with BankBoston Capital, where he spent 4

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Table of Contents years making private equity investments and corporate loans across Latin America. In 2001, Mr. Solorzano joined Advent International becoming a partner and Managing Director in 2008. He served as Chairman of the Latin America’s Investment Committee from 2013 to 2017. During his tenure at Advent, Mr. Solorzano participated in various investments and management activities encompassing various of Advent’s private equity funds. He was a key executive involved in the raising of three funds for a cumulative U.S.$5 billion, and he played a leading role in 15 investment transactions in various sectors, including retail and consumer, financial services, industrials, information technology and infrastructure. Mr. Solorzano also played a significant role in supporting portfolio companies in the design and implementation of various strategic, operating and financial value creation initiatives. Mr. Solorzano served as Chief Executive Officer and director of Acamar Partners Acquisition Corp I from its inception in November 2018 until the successful completion of its business combination with CarLotz, Inc., a leading consignment-to-retail used vehicle marketplace. Mr. Solorzano graduated with a degree in Economics (cum laude) from the Instituto Tecnológico Autónomo de Mexico (ITAM) and an MBA from Harvard Business School.

Alejandro Ortega Aguayo. Mr. Alejandro Ortega obtained his bachelor’s degree in law from the Instituto Tecnológico Autónomo de México. He later obtained his master’s degree in business administration at Harvard Business School. In 1991 he joined the law firm Barrera, Siqueiros y Torres Landa, S.C. (currently Hogan Lovells). In 1997 he joined the Investment Banking firm of Donaldson Lufkin & Jenrette in New York City. In 2002 he returned to Mexico City as Vice President of UBS Investment Bank. He acted as head of Investment Banking in Mexico for UBS until 2011, when he joined Morgan Stanley as head of Investment Banking for Mexico, where he gained significant experience in industries such as infrastructure, energy and electricity, financial institutions, real estate, healthcare, and media and telecommunications. As of January 2020, he works as an independent board member in several public and private companies in Mexico, as well as an advisor of several Mexican and global companies and funds in their businesses both in Mexico and cross border.

Federico Patiño Márquez. Mr. Patiño has more than 30 years of experience in the financial sector. From 2015 to 2018 he was Chief Executive Officer of Grupo Aeroportuario de la Ciudad de Mexico S.A de C.V. (GACM) and previously served as Chief Financial Officer of GACM since 2014. During this period, he was responsible for the financing of the New Airport project and the “Terminal 2” of Mexico City’s International Airport. From 1980 to 2008, he worked at Nacional Financiera, S. N. C., Institución de Banca de Desarrollo (NAFIN), where he held several positions including, among others, General Director of Credit, General Director of Treasury, General Director of Development and General Director of Investment Banking. He was responsible for the creation of Corporación Mexicana de Inversiones de Capital (CMIC), a private equity fund created in 2006, by the Mexican development bank. CMIC invests in private equity funds that fund Mexican companies. Federico also was the founder of Fondo Nacional de Infraestructura (FONADIN) at Banco Nacional de Obras y Servicios Públicos, S.N.C. (BANOBRAS).

Executive Officers

Pursuant to our bylaws, the holders of Series BB shares are entitled to nominate and propose the removal of our chief executive officer and to appoint and remove our chief financial officer, our chief operating officer and our commercial director. The Series BB Directors are also entitled to appoint half of our executive officers, which appointment must be made in accordance with the Technical Assistance Agreement and the guidelines approved by our Board of Directors.

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Table of Contents The following table lists our executive officers, their current position and their date of appointment as an executive officer. On April 3, 2018, we appointed Ruffo Pérez Pliego as Chief Financial Officer. On April 26, 2018, we appointed Enrique Navarro Manjarrez as Director for Airport Operations. On June 1, 2018, we appointed Adriana Díaz Galindo as General Counsel, and on June 12, 2018, we appointed Enrique Chacón Tinajero as Director for Infrastructure and Maintenance. On November 12, 2018, we appointed Ricardo Dueñas as Chief Executive Officer.


Name	Current Position	ExecutiveOfficer Since (1)	Age
Ricardo Dueñas Espriu	Chief Executive Officer	November 12, 2018	41
Ruffo Pérez Pliego del Castillo	Chief Financial Officer	April 3, 2018	45
Adriana Díaz Galindo	General Counsel	June 1, 2018	51
Enrique Navarro Manjarrez	Airports Operations Director	April 26, 2018	62
E. Héctor H. Cortés	Commercial Director	October 7, 2015	52
Enrique Chacón Tinajero	Infrastructure and Maintenance Director	June 12, 2018	48

(1)	Date appointed.

Ricardo Dueñas Espriu has served as our Chief Executive Officer since November 2018. Prior to joining us, Mr. Dueñas served in various capacities in the airport and infrastructure sectors, including as Chief Financial Officer of Grupo Aeroportuario de la Ciudad de México and as an advisor in infrastructure projects at the Ministry of Communications and Transportation. As Chief Financial Officer of Grupo Aeroportuario de la Ciudad de México, he was responsible for securing more than eight billion U.S. dollars in financing. Previously, he worked for JP Morgan’s Investment Banking Division in London focusing on emerging markets. Prior to that, he worked as an analyst for economic research at the Central Bank of Mexico. He has also worked as a hedge fund analyst based in New York, as an advisor to the Mexican Delegation to the OECD in Paris and as a part-time lecturer at Instituto Tecnológico Autónomo de México (ITAM). In 2004, he received the IMEF National Prize of Economics. He has also been a board member in several companies in the transportation sector. Mr. Dueñas Espriu holds an economics degree, cum laude, from ITAM, a Master’s in Business Administration from Harvard Business School and a Master’s in Public Administration from Harvard Kennedy School.

Ruffo Pérez Pliego del Castillo **** has served as our Chief Financial Officer since April 3, 2018. Mr. Pérez Pliego has more than 20 years of experience in the areas of corporate finance, debt and equity placements, and mergers and acquisitions. Prior to joining us, Mr. Pérez Pliego served as Chief Financial Officer and Chief Executive Officer of Latin American Airports Holdings Ltd., which, during his tenure, owned Aerodom, a concessionaire of six airports in the Dominican Republic, and Inmobiliaria Fumisa, which leased substantially all the commercial spaces in the international wing of Terminal 1 of the Mexico City International Airport. Previously, Mr. Pérez Pliego worked for nine years in the investment banking division of Credit Suisse. Mr. Pérez Pliego holds a B.A. from Instituto Tecnológico Autónomo de México (ITAM) and a Master’s in Business Administration from Harvard Business School.

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Table of Contents Adriana Díaz Galindo has served as our General Counsel since June 2018. Prior to joining us, Ms. Díaz Galindo was Legal Director of Finance and Administration at Grupo Televisa and Legal Director for Interprotección, Agente de Seguros y de Fianzas, S.A. de C.V., among other positions. Ms. Díaz Galindo has a law degree from the Universidad Iberoamericana and has obtained certifications in Corporate Law, Tax Law and Foreign Trade from the Instituto Tecnológico Autónomo de México (ITAM) in Mexico City.

Enrique Navarro Manjarrez has served the Company since May 2004. Prior to his appointment as Director of Airport Operations, Mr. Navarro Manjarrez served as Director of the Monterrey airport since 2013. Previously, he was the Administrator of the airports in Ciudad Juárez and Mazatlán. Prior to joining OMA, Mr. Navarro Manjarrez was promotions manager for Casa de Bolsa Probursa, Director of Investments and Projects for Grupo Chihuahua, Regional Administrator for Tax Audit in the Secretariat of Finance and Public Credit, and Director of Economic Studies for the government of the state of Nuevo León. He holds a Bachelor’s degree in economics from the Universidad Anáhuac, a Master’s in Economic Development and Corporate Finance from Boston University, and has completed studies for a doctorate in business administration at the Swiss Management Center University. In addition, he has taken courses in airport management and development offered by Aéroports de Paris and has a diploma in senior management from the IPADE business school. He has taught courses at the Universidad Anáhuac, the Instituto Tecnológico y de Estudios Superiores de Monterrey and the Universidad de Monterrey.

Eliseo Héctor Hugo Cortés. has served as Chief Commercial Officer since March 2017. He served as Real Estate and New Businesses Director from October 2015 to March 2017. He joined us in 2001 after being part of the team that participated in the bidding process for the privatization of our airports. Within our company he has held various positions. From 2007 through 2015 he acted as Manager of the Culiacán airport, from 2004 to 2006 he was Manager of the Tampico airport and from 2001 to 2003 he was Diversification Manager. Prior to joining us, he participated in the development of special projects for Grupo ICA between 1999 and 2000. He has experience in the maritime port sector through his involvement in the start‑up and operation of ICAVE, a specialized container terminal under concession, between 1995 and 1997, and between 1989 and 1994 he participated on a part-time basis at Puertos Mexicanos, a unit of the Ministry of Communications and Transportation. He holds a Bachelor of Science in Civil Engineering from the Universidad Nacional Autónoma de México (UNAM) and a Master’s Degree in Project Management from the University of British Columbia. He holds a diploma in advanced business and management by the Instituto Panamericano de Alta Dirección de Empresa (IPADE) Business School and in management by the Universidad de las Américas. He holds a post graduate degree in Airports Engineering and Operations from the Instituto Politécnico Nacional and attended different airports management and development courses offered by Aéroports de Paris. He has completed a variety of specialized courses in airports operations, security, safety, maintenance and development. He is a member of the American Association of Airport Executives.

Enrique Chacón Tinajero has served as our Infrastructure and Maintenance Director since June 2018. Prior to joining the Company, Mr. Chacón Tinajero was director of urban construction projects at Grupo ICA from 2011 to 2018. With more than 20 years of experience in the design, construction, and management of infrastructure, Mr. Chacón Tinajero began his professional career in 1998 at ICA, holding positions in the International and Urban Construction divisions. He is a civil engineering graduate of the Universidad Autónoma de Chihuahua and has taken courses for a Masters in Construction Management at the Universidad Iberoamericana. In addition, he is certified by the American Concrete Institute as a Supervising Inspector for concrete works and has taken numerous specialized courses in the construction field.

The business address of our directors and executive officers is our principal executive headquarters.

Compensation of Directors and Executive Officers

For 2020, the aggregate compensation earned by our 21 officers (including executive officers and airport administrators) was Ps.73.711 thousand.

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Table of Contents None of our directors or executive officers are entitled to benefits upon termination under their service contracts with us, except for what they are entitled to receive upon termination pursuant to Mexican Federal Labor Law. Additionally, we have not made personal loans to our directors or executive officers and do not have a stock option plan or any equivalent plan.

As of December 31, 2020, the amount set aside or accrued under our defined contribution plan in our subsidiary Servicios Aero Especializados del Centro Norte, S.A. de C.V. and for each of our airport administrators’, was Ps.17,625 thousand.

Board of Directors’ Supporting Committees

The Mexican Securities Law and our bylaws provide that the Board of Directors may receive assistance from one or more Special Committees created directly by the Board of Directors or by the chief executive officer in order to carry out the functions that the Mexican Securities Law and our bylaws assign to the Board of Directors with respect to audit and corporate practices.

Considering the importance and breadth of the matters overseen by our Special Committee, at the recommendation of our Board of Directors, at our general shareholders’ meeting held on April 16, 2013, the establishment of two committees was approved: an Audit Committee and a Corporate Practices, Finance, Planning and Sustainability Committee. The committees provide relevant support to the Board of Directors so that the Board of Directors may make necessary decisions.

Our bylaws provide that the Committee or Committees responsible for the Audit and Corporate Practices functions will consist exclusively of Independent Directors and that a minimum of three members shall be appointed by the Board of Directors based on a recommendation from the Chairman of the Board of Directors. Holders of the Series BB shares have the right to propose the appointment of at least one member.

The Chairman of the Board of Directors will propose at each shareholders’ meeting one of the Independent Directors as a Chairman of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, and such candidate should fulfill the requirements of independence, experience, abilities and professional prestige in accordance with Articles 25, 26 and 43 of the Mexican Securities Law.

If we are controlled by a shareholder or group of shareholders representing 50% or more of our capital stock, the committee that conducts the Corporate Practices functions will be formed by a majority of Independent Directors.

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Table of Contents Audit Committee

The Audit Committee, which is responsible for the Audit Functions and consists exclusively of Independent Directors, has the following responsibilities: (i) selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor, (ii) supervising our external auditors and analyzing their reports, (iii) analyzing and supervising the preparation of our financial statements, (iv) informing the board of our internal controls and their adequacy, (v) requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law, (vi) informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors and (x) providing an annual report to the Board of Directors.

The Chairman of the Audit Committee shall present an annual report to our Board of Directors with respect to the findings of the Audit Committee, which shall include (i) the status of the internal controls and internal audits and any deviations therefrom and deficiencies thereof, taking into consideration the reports of external auditors and independent experts, (ii) the results of any preventive and corrective measures taken based on results of investigations in respect of non-compliance of operating and accounting policies, (iii) the evaluation of external auditors, (iv) the main results from the review of our financial statements and those of our subsidiaries, (v) the description and effects of changes to accounting policies, (vi) the measures adopted as result of observations of shareholders, directors, executive officers and third parties relating to accounting, internal controls and internal or external audits and (vii) compliance of shareholders’ and directors’ resolutions.

The current members of the Audit Committee are Martin Werner Wainfeld, Federico Patiño Márquez and Alejandro Ortega Aguayo.

Corporate Practices, Finance, Planning and Sustainability Committee

The Corporate Practices, Finance, Planning and Sustainability Committee, which is responsible for the Corporate Practices, Finance, Planning and Sustainability Functions, has the following responsibilities: (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meetings; (iv) assisting the board in the preparation of annual reports and other reporting obligations; (v) analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan; (vi) evaluating and opining on the investment and financing policies of the Company that the chief executive officer proposes; (vii) opining on the premises of the annual budget and the following of its application, such as its control system; (viii) analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control; (ix) evaluating whether the investment and financing policies are consistent with the strategic plan of the Company; and (x) evaluating whether the financing projects are consistent with the strategic plan of the Company.

The Chairman of the Corporate Practices, Finance, Planning and Sustainability Committee shall prepare an annual report to our Board of Directors with respect to the findings of this Committee, which shall include (i) observations with respect to relevant directors and officers, (ii) the transactions entered into with related parties, (iii) the remunerations paid to directors and officers and (iv) any permissions granted for a director or officer to take advantage of a business opportunity.

The current members of the Corporate Practices, Finance, Planning and Sustainability Committee are Ricardo Maldonado Yáñez, Luis Solorzano Aizpuru and Alejandro Ortega Aguayo.

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Table of Contents Employees

As of December 31, 2020, we had approximately 1,003 employees. The total number of employees decreased by 13.5% in 2020, due primarily to organizational restructuring. As of December 31, 2020, approximately 54.5% of our employees were unionized.

The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each period indicated:


		As of December 31,
	****	2018	****	2019	****	2020
Categories of activity:
Airport operations		531		541		459
Airport maintenance		176		175		148
Administration		255		260		262
Hotel services^(1)^		186		184		134
Geographic location:
Acapulco		76		78		64
Ciudad Juárez		50		52		45
Culiacán		57		60		54
Chihuahua		53		55		51
Durango		43		44		37
Mazatlán		63		61		57
Monterrey		198		197		169
Reynosa		43		44		37
San Luis Potosí		48		48		43
Tampico		59		55		47
Torreón		46		46		38
Zacatecas		46		46		43
Zihuatanejo		44		46		39
Corporate offices		136		144		145
Hotel services^(1)^		186		184		134
Total^(2)^		1,148		1,160		1,003

(1)

Employed by our subsidiaries Servicios Corporativos Terminal 2, S.A. de C.V. and Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V., providing services for the operation and administration of the Terminal 2 NH Collection Hotel and the Hilton Garden Inn Hotel, respectively. The human capital management for these employees is directly led by NH Hoteles SA, a Spanish company, and Grupo Hotelero Santa Fe, respectively.

(2)

As of December 31, 2018, 2019 and 2020, includes 350,363 and 357 persons, respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and 27, 25 and 25 persons, respectively, employed by Servicios Aero Especializados del Centro Norte, S.A. de C.V., our administrative services subsidiaries. Each one of the airport administrators, previously hired by Servicios Aero Especializados del Centro Norte, S.A. de C.V. was incorporated as an employee of each of the corresponding airport operators.

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Table of Contents All of our unionized employees, who are employed by our subsidiary Operadora de Aeropuertos del Centro Norte, S.A. de C.V., are members of local chapters of the Mexican National Union of Airport and Auxiliary Services Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services Agency as well as of the three other airport groups (the Southeast Group (Grupo Aeroportuario del Sureste, S.A.B. de C.V.), the Mexico City Group (Grupo Aeroportuario de la Ciudad de México, S.A. de C.V.) and the Pacific Group (Grupo Aeroportuario del Pacífico, S.A.B. de C.V.)) operating in Mexico. Since July 2008, the labor relations with our employees are governed by a collective bargaining agreement and negotiated by the local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. In March 2021, we negotiated the terms and conditions of the collective bargaining agreement. We believe that our relations with our employees are good, and the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico.

We maintain a savings plan available to all of our employees pursuant to which the employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw the funds in their accounts on an annual basis. In 2018, 2019 and 2020, we made a total of Ps.64,682 thousand; Ps.60,132 thousand and Ps. 61,015 thousand, respectively, in payments to employees’ accounts pursuant to the savings plan.

Funds in the savings plan may be used to make advances to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Ministry of Finance and Public Credit.

Item 7. Major Shareholders and Related-Party Transactions

MAJOR SHAREHOLDERS

On January 5, 2016, Aeroinvest merged into CONOISA, a subsidiary of ICATEN, with CONOISA as the surviving entity. As a result of this internal merger, CONOISA assumed all of the rights and obligations of Aeroinvest, including with respect to Aeroinvest’s beneficial ownership of Series B shares. In 2020, CONOISA sold to SETA all its B shares, that represent 1.9% of our outstanding capital stock.

On June 10, 2020, Fintech entered into a Stock Purchase Agreement with ICATEN and Bagual entered into a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was Ps. 5.47 per share for 862,703,377 shares.

As of the date of this report, Fintech Holdings, Inc. through Fintech, is the beneficial owner of 14.7% of our total capital stock through its direct subsidiary SETA. Bagual owns 19.6% of the capital stock of SETA; Grenadier owns 21.5% of the capital stock of SETA; Pequod owns 21.5% of the capital stock of SETA; Harpoon owns 20.4% of the capital stock of SETA and Expanse owns 17.1% of the capital stock of SETA. SETA directly owns Series B shares representing 1.9% of our total capital stock and owns Series BB shares that represent 12.8% of our capital stock. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, all of its special rights, including its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, will remain in place.

In November 2006, a Mexican trust established by NAFIN, acting pursuant to the instructions of the Ministry of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of American Depositary Shares, or ADSs, and Series B shares, concurrently in the United States and Mexico. The net proceeds from the sale of the shares were paid to the Mexican government. After the offering, the Mexican government ceased to be a shareholder.

On May 31, 2017, our shareholders approved the cancellation of 6,229,027 Series B shares that were acquired through our share repurchase program. On July 7, 2020, our shareholders approved the cancellation of 3,659,417 Series B shares that were acquired through our share repurchase program. As of April 22, 2021, our fixed minimum social

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Table of Contents capital consisted of 390,111,556 ordinary shares, of which 49,766,000 were Series BB shares and 340,345,556 were Series B shares.

The following table sets forth information with respect to beneficial ownership of our capital stock as of April 22, 2021, identifying each owner of more than 5% of any series of our shares:



				Percentage of
	Number of Shares			Outstanding Capital
Identity of Shareholder	B Shares	BB Shares	Total	B Shares		BB Shares		Total
SETA^(1)^	7,516,377	49,766,000	57,282,377	1.9	%	12.8	%	14.7	%
Public	332,829,179	—	332,829,179	85.3	%	—	%	85.3	%
Officers and Directors	—	—	—	—	%	—	%	—	%
Total Shares Outstanding	340,345,556	49,766,000	390,111,556	87.2	%	12.8	%	100	%
Shares held in Treasury	—	—	—
Total Authorized Shares	340,345,556	49,766,000	390,111,556

(1)	SETA is a wholly owned subsidiary of Fintech.

Arrangements Relating to SETA

Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present to our Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, our chief operating officer and our commercial director, and to elect three members of our Board of Directors. SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management). Additionally, most matters voted on by our Board of Directors require the affirmative vote of the directors appointed by our Series BB shareholders. If the Technical Assistance Agreement is terminated, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB, all of its special rights will remain in place. If SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights. On October 15, 2015, we, at the request of SETA, converted 9,034,000 of our Series BB shares held by SETA to Series B shares, however, after this conversion SETA’s shareholding of Series BB shares remains at 12.8% and its special rights were not affected. In addition, shareholders of SETA have allocated among themselves certain veto rights relating to the exercise by SETA of its veto and other rights, which increases the risk of impasse at the shareholders’ meeting of SETA and ultimately at our shareholders’ meetings.

Our bylaws, the Participation Agreement and the Technical Assistance Agreement also contain certain provisions designed to avoid conflicts of interest between SETA and us, such as approval of certain related-party transactions by our Corporate Practices, Finance, Planning and Sustainability Committee.

In accordance with our bylaws, at least one member of each of our Audit Committee and Corporate Practices, Finance, Planning and Sustainability Committee shall be appointed by SETA.

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Table of Contents RELATED-PARTY TRANSACTIONS

Arrangements with SETA and Its Affiliates

The rules for the sale to SETA of the Series BB shares previously owned by the Mexican government required us to enter into a Participation Agreement with SETA and the Ministry of Communications and Transportation, which established the framework for certain related agreements: the Option Agreement, the Technical Assistance Agreement and the Bancomext Trust. Our Board of Directors approved these agreements, in accordance with our Related Party Guidelines.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee which in 2020 amounted to Ps.81,164 thousand (U.S.$3.8 million). The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by SETA or its shareholders during the term of the agreement. The agreement had an initial term of 15 years beginning June 14, 2000, and expiring on the date of the expiration of the Participation Agreement, or June 14, 2015. On May 13, 2015, the Technical Assistance Agreement was extended for a term that ended on December 31, 2020. On December 14, 2020, pursuant to the third amendment, the Technical Assistance Agreement was modified; the term has been extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless a termination notice is provided by any of the parties involved. Additionally, the automatic renewals shall be in force as long as SETA holds an individual interest of at least 7.65% of the shares of the Company. The economic terms of the agreement were not modified. A decision by us not to renew the Technical Assistance Agreement is subject to the approval of the holders of a majority of our Series B Shares that are not owned by SETA or any of its affiliates.

Additionally, a party may terminate the Technical Assistance Agreement prior to its expiration date upon non-compliance with its terms by the other party. SETA provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the Master Development Programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

The Technical Assistance Fee for 2000 and 2001 was fixed at U.S.$5.0 million. Subsequent to January 1, 2003, the Technical Assistance Fee was equal to the greater of U.S.$3.0 million adjusted annually for inflation since June 14, 2006 (measured by the U.S. consumer price index), or 5% of our EBITDA (as defined in the Technical Assistance Agreement). As of June 14, 2015, the technical assistance fee was reduced by 20% for the first three years of the extension and amendment to the Technical Assistance Agreement, to the greater of U.S.$3,478,000 (updated annually according to the U.S. consumer price index) and 4% of our EBITDA, and by an additional 25% for the final two years of the extension, to 3% of our EBITDA. As of December 14, 2020, the term was extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless a termination notice is provided by any of the parties involved and the economic terms of the agreement were not modified. We believe that this structure creates an incentive for SETA to increase our annual consolidated earnings. SETA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

The Technical Assistance Agreement allows SETA, its shareholders and their affiliates to render additional services to us only if our Corporate Practices, Finance, Planning and Sustainability Committee determines that these related persons have submitted an arm’s-length bid in a public bidding process. For a description of this committee, see “Item 6. Directors, Senior Management and Employees—Committees.”

In 2019 and 2020, we recognized expenses of U.S.$8.0 million and U.S.$3.8 million, respectively, pursuant to the Technical Assistance Agreement plus additional nominal expenses paid to SETA and its affiliates.

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Table of Contents Arrangements with Other Affiliates

We periodically engage ICATEN and its affiliates to provide construction and related services to us. In 2020, we contracted Ps. 1,624,388 thousand for services to be provided by ICATEN and its affiliates, periodically. In accordance with our Related Party Guidelines, any of these contracts shall be approved by our Board of Directors upon the recommendation of our Corporate Practices, Finance, Planning and Sustainability Committee and in accordance with Mexican Securities Law. The Committee considers whether these contracts are arm’s‑length agreements based on the evaluation of unit prices of these contracts by independent third‑party professional, such as Grupo GEO Consultoría y Construcción S.A. de C.V. represented by Jorge Mata Ortega and Corporativo de Ingeniería Terrestre, S.A. de C.V. (COITSA), represented by Jorge González Mijares. These third-party professionals are independent experts contracted by us to evaluate unit prices in the offers made by ICATEN or its affiliates in order to determine if such offers are consistent with market prices.

The following table sets forth the amounts paid to affiliates of ICATEN during 2020, for a total of Ps.564,563 thousand, in exchange for the provision of services related to the construction and expansion of terminal buildings and platforms at our airports, as well as major maintenance works. This amount represents approximately 37.5% of our expenditures under the Master Development Programs including major maintenance expenditures and other capital expenditures for an amount of Ps.1,506,237 thousand.


	****	Amount
Service	****	2020
	****	(in thousands of pesos)
Acapulco airport			4,236
Culiacán airport			6,650
Monterrey airport			461,620
San Luis Potosí airport			28,814
Tampico airport			38,883
Zihuatanejo airport			24,360
Total		Ps.	564,563

Transactions with Related Parties

As of December 31, 2020, we had Ps.167,704 thousand in accounts payable to related parties, and we engaged in the following transactions with related parties during 2020:

●	Transaction amounting to Ps.81,164 thousand in technical assistance fees with SETA;
●	In connection with the operations of the Terminal 2 NH Collection Hotel, the Hilton Garden Inn Hotel and OMA-VYNMSA Aero Industrial Park, transactions amounted to Ps.35,450 thousand in administrative services fees with our partners, NH Hotels, Grupo Hotelero Santa Fe and VYNMSA, respectively. This amount also includes the administrative services fees paid to a related party of ICATEN for related services, such as SAP support;
---	---
●	Services contracted with related parties for maintenance works at the OMA-VYNMSA industrial park, and maintenance services to our corporate offices which amounted to Ps.2,705 thousand.
---	---
●	Transactions amounting to Ps.100,194 thousand with our partner VYNMSA and its affiliates in connection with the development of the OMA-VYNMSA Industrial Park located in the Monterrey airport, as well as Ps.5,365 thousand in interests paid to our partner VYNMSA and its affiliates related to the financing for the construction of warehouses; and
---	---
●	Transactions amounting to Ps.564,563 thousand in improvements to concessioned assets and major maintenance contracted with related parties.
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Table of Contents

●	Rents paid to ICA Servicios de Dirección Corporativa, S.A. de C.V., related to the lease of corporate offices located in Mexico City which amounted to $6.3 million. The present value of the outstanding liability generated by the lease agreement for the aforementioned offices amounted to $1.6 million as of December 31, 2020.

Item 8. Financial Information

See “Item 18. Financial Statements” beginning on page F-1.

LEGAL PROCEEDINGS

General

The Company is involved, from time to time, in certain legal proceedings that are incidental to the normal conduct of its business.

Disputed Land Ownership at the Ciudad Juárez Airport

Parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the airport to reclaim the land, alleging that it had been improperly transferred to the Mexican government. The claimants also sought monetary damages of U.S.$120.0 million. On May 18, 2005, a Mexican court ordered the airport to return the disputed land to the plaintiffs. However, that decision and three subsequent constitutional claims permitted the ruling to be reconsidered, and the Ministry of Communications and Transportation as grantor of the concession, was included as a party to the litigation.

On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez airport were inadmissible. The claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination and on July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs. The First Civil Court required the Mexican government to pay restitution to the plaintiffs for the loss of their property. The Mexican government filed an injunction proceeding (amparo) to appeal the decision. On May 25, 2018, the First Civil Court overturned its decision and absolved the Mexican government and Ciudad Juárez airport. The plaintiffs appealed this decision to the Mexican Supreme Court, which on May 25, 2019, determined not to hear the matter at hand and ordered the return of the file to the First Civil Court for all applicable legal effects.

In compliance with the Mexican Supreme Court’s decision, the First Civil Court restarted its proceedings and on December 12, 2019 ruled against of the plaintiffs by denying the requested injunction proceeding (amparo). As a result, the plaintiffs filed a non-conformity recourse that as of the date of this report is being heard by the Mexican Supreme Court. As of April 22, 2021, the proceedings are still under review by the Mexican Supreme Court and therefore final resolution is pending.

In the event that any subsequent legal resolution results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government fails to repossess the land, our concession to operate the Ciudad Juárez airport would terminate. In 2020, the Ciudad Juárez airport represented 4.9% of our consolidated total revenues. We believe that under the terms of our concessions the termination of the Ciudad Juárez concession as a result of the foregoing legal proceeding would not affect the validity of our remaining airport concessions and that the Mexican government would be obliged to indemnify us against any monetary or other damages resulting from the termination of our Ciudad Juárez concession. We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

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Table of Contents Disputed Land Ownership at the Monterrey Airport

On May 8, 2015, Banco Mercantil del Norte, S.A., acting as trustee, filed a claim against the Monterrey airport in connection with the ownership of land previously acquired by the Monterrey airport. The plaintiff argued that the documents of sale to the Monterrey airport were null and void and sought restitution. On August 8, 2018, the court found that the plaintiff’s claims were inadmissible, and the plaintiff appealed the decision. In July 2019, the appeal was resolved against the Monterrey airport, and in August 2019 an Amparo trial was filed by the Monterrey airport to appeal the July 2019 sentence. As part of the Amparo trial, a stay of execution against the July 2019 sentence was granted. As of the date of this report, the Amparo proceeding is still under review and therefore final resolution is pending.

We believe that in the event of a resolution adverse to the airport’s interests, the seller of the land shall be liable for any economic losses resulting thereof; nonetheless, we cannot predict whether we may prevail in a legal action against the seller. We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

Disputed Land Ownership at the Durango Airport

On March 5, 2020, the Company was notified of the lawsuit filed against the Durango airport, the Ministry of Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of 40 hectares of the Durango airport and claims the payment of compensation for the affected area, as well as the payment of damages for the undue use of the property.

The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of this report, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to us , it is expected that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. As such, Durango airport has not recorded any provision in connection with this lawsuit.

Disputed Land Ownership at the Reynosa Airport

On October 16, 2020, the Company was notified of the lawsuit filed against the AFAC, in which the Reynosa airport was called as an interested third party. The nullity of the administrative resolution dated February 7, 2020 issued by the AFAC in the Appeal for Review filed by the plaintiff is demanded in order for the AFAC to study the plaintiff's petition and recognize that the legal requirements for the reversion of the expropriation of 2.6 hectares included in the expropriation decrees of 1970 and 1971 have been met.

Reynosa airport appeared in the lawsuit and the continuation of the procedural stages is pending as of the date of this report. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the AFAC. Reynosa airport has not recorded any provision in connection with this lawsuit.

Property Tax Claims

Administrative law proceedings have been asserted against us in the past by various municipalities for the payment of property taxes with respect to the real estate in which we operate our airports in the relevant cities.

In November 2018, the municipality of Culiacán filed property tax claims against us for Ps.2,425 thousand, plus Ps.3,339 thousand in other fees. In response to these claims, on December 2018, we filed an administrative annulment proceeding before the Sinaloa Administrative Court (Tribunal de lo Contencioso Administrativo del Estado de Sinaloa). The municipal authority filed a response which was determined as extemporaneous by the Court, and the municipality authorities challenged such ruling, which has not been resolved as of the date of this report. The Ministry of

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Table of Contents Communications and Transportation was asked to join the proceeding as interested party and as of the date of this report, has still not joined.

In May 2019, the Municipality of Acapulco filed property tax claims against us for Ps.27,012 thousand for property tax considering Acapulco airport as a solidary debtor to the Mexican Airport and Auxiliary Services Agency. An administrative annulment proceeding was filed against these claims, which as of April 22, 2021 is yet to be resolved.

In September 2019, the Municipality of Chihuahua filed property tax claims against us for Ps.113,529 thousand. Administrative annulment proceedings were filed against these claims. In January 2021, all the tax claims were resolved in favor of the Chihuahua airport. The Municipality of Chihuahua filed an Amparo trial against these resolutions, one of which was found without merit and the rest are yet to be resolved as of April 22, 2021.

In December 2019, the Municipality of Tampico filed property tax claims against us for Ps.18,840 thousand. An administrative annulment proceeding was filed against these claims. In December 2020, the claims were resolved in favor of the Tampico airport, which as of April 22, 2021 have yet to be declared final.

In March 2020, the Municipality of Ciudad Juárez filed property tax claims against us for Ps.16,097 thousand. An administrative annulment proceeding was filed against these claims, which as of April 22, 2021 is yet to be resolved.

Other municipalities in which we operate may assert similar claims, which if such is the case, we intend to pursue aggressively.

Amparo Trial related to Municipal Licenses

In September 2019, the municipal authority of Chihuahua carried out verification visits at the commercial premises located at the Chihuahua airport to request municipal operating licenses, likewise requiring the Chihuahua Airport to present its construction license. A request for amparo was filed against such requirements by the Chihuahua airport, challenging the visit order and the unconstitutionality of the municipal regulations applied. The court issued a ruling in favor of the Chihuahua airport, indicating that the commercial spaces of the Chihuahua airport are under federal not municipal jurisdiction. The municipal authority has challenged the ruling, which has not been resolved as of the date of this report.

Tax Credit at the Acapulco Airport

On February 5, 2020, the Ministry of Finance of the State of Guerrero notified a tax credit against the Acapulco airport in the amount of Ps.24,813 for omitted income tax and value-added tax payments for the period from January 1, 2015 to December 31, 2015.

The credit was challenged by Acapulco airport before the Ministry of Finance of the State of Guerrero and on July 23, 2020 a resolution was issued declaring the nullity of the proceeding pursuant to which the authority determined the tax credit and the authority was ordered to reinstate such proceeding. Acapulco airport filed an annulment proceeding against such resolution since it would allow the authority to correct the deficiencies of the procedure, without resolving on the terms of the tax audit procedure which resulted in the imposition of the tax credit against Acapulco airport. The resolution of the annulment proceeding is still pending as of the date of this report.

We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations. Should a court determine that these taxes must be paid in response to any future proceedings, we believe that only the owners of the land would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated by the terms of our concessions. The Mexican government has not acknowledged an obligation to pay such taxes; however, changes to the Mexican Constitution and other applicable laws could render us liable to municipalities for property taxes in the future. We cannot predict the amount of any such future tax liabilities or the criteria that would be used to determine them. If such changes were to occur, and any amounts owed were substantial,

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Table of Contents these resulting tax liabilities could have a materially adverse effect on our consolidated financial condition or results of operations.

DIVIDENDS AND CAPITAL STOCK REIMBURSEMENTS

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of its capital stock (without adjustment for inflation). Our legal reserve fund was Ps.60,729 thousand as of December 31, 2020 (excluding reserve amounts corresponding to net income), which represented 20.2% of our capital stock as of such date.

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. Since 2011, the level of earnings available for the payment of dividends has been determined under IFRS. Our subsidiaries are required to allocate 5% of earnings to their respective legal reserve funds prior to paying dividends to us. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (charged against cumulative net income and payable by us). Companies are entitled to apply any corporate-level dividend tax on the distribution of earnings as a credit against their Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax. Furthermore, dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs since 2014 are subject to a 10% Mexican withholding tax, which is withheld by the brokerage firms doing the distribution.

On April 14, 2011, our shareholders approved a dividend policy, applicable to our results of operations starting in 2011.

Our dividend policy seeks to ensure the tax efficient payment of dividends. Because any dividend we expect to pay will likely be subject to the corporate-level dividend tax referred to above, our dividend policy has been designed to ensure that any corporate-level dividend tax we pay may be applied by us as a credit against its projected future corporate income tax liability in the year paid and in the subsequent two years.

Our dividend policy has a fixed and a variable component paid annually in equal quarterly installments. The fixed component is Ps.325,000 thousand per year. The variable component will be based on the funds available for distribution in excess of the fixed component.

Our current dividend policy presupposes that the declaration and amount of dividends paid are subject to (and determined by) the following factors:

●	dividends are subject to the approval of our shareholders, based on the recommendation of our Board of Directors;
●	compliance with applicable law regarding the declaration and payment of dividends with respect to any year, including the establishment of the statutory legal reserve fund of 5%;
---	---
●	both the fixed and the variable amount of dividends will be subject to our financial position and dependent upon there being no adverse financial changes; and
---	---
●	the payment of dividends must be tax efficient.
---	---

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Table of Contents Our current dividend policy was prepared based on current Mexican tax law and our current projections of our future earnings and IFRS. Changes in Mexican tax law and our actual results of operations could cause our Board of Directors to propose to our shareholders to change the current dividend policy.

We declare our dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the deposit agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

The declaration, amount and payment of dividends, if any, are subject to the approval of either (i) holders of a majority of our capital stock present at a shareholders’ meeting and, so long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the approval of SETA (as the holder of the Series BB shares) or (ii) holders of 95% of our capital stock.

We paid aggregate dividends of Ps.1,598,680 thousand in 2018, Ps.1,598,681 thousand in 2019. We did not pay dividends in 2020.

Certain distributions that we make to our shareholders other than capital reimbursements (in the manner described above), including amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

Item 9. The Offer and Listing

SHARE PRICE HISTORY

The ADSs are listed on the NASDAQ under the symbol “OMAB.” Our common shares are listed on the Mexican Stock Exchange under the symbol “OMA.”

TRADING ON THE MEXICAN STOCK EXCHANGE AND BOLSA INSTITUCIONAL DE VALORES

The Mexican Stock Exchange or the Bolsa Mexicana de Valores, S.A.B. de C.V. and the Bolsa Institucional de Valores are both located in Mexico City and are the two stock exchanges operating in Mexico. The Bolsa Institucional de Valores launched operations in July 2018. Trading takes place principally through automated systems that are open between the hours of 8:30 a.m. and 3:00 p.m. Mexico City time, each business day. Beginning in March 2008, during daylight savings time, trading hours change to match the NYSE trading hours, opening at 7:30 a.m. and closing at 2:00 p.m. local time. Both stock exchanges operate a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility, but under current regulations, this system does not apply to securities such as the units represented by ADSs or CPOs that are directly or indirectly quoted on a stock exchange outside of Mexico.

Settlement is effected two business days after a share transaction. Deferred settlement, even if by mutual agreement, is not permitted without the approval of the Mexican Stock Exchange or the Bolsa Institucional de Valores. Most securities traded on the Mexican Stock Exchange or the Bolsa Institucional de Valores are on deposit with Indeval, a privately owned central securities depositary that acts as a clearing house, depositary, custodian and registrar for transactions on the Mexican Stock Exchange and the Bolsa Institucional de Valores, eliminating the need for the physical transfer of shares.

Reporting Obligations

As a company with securities listed on the Mexican Stock Exchange and NASDAQ, we are subject to several reporting and disclosure obligations regarding corporate information and material events set forth by the Mexican and U.S. securities laws, which include filing quarterly and annual financial reports, as well as corporate information and disclosing material events to the regulatory authorities in Mexico and the United States.

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Table of Contents For the last three years, we have duly and timely filed all the information that we are obligated to file in order to comply with the Mexican and U.S. securities laws.

Material Changes to the Rights Conferred by Our Securities Registered with the Mexican National Registry of Securities and Traded in the Mexican Market

As of December 31, 2020, there have been no material changes to the rights conferred by our securities registered with the Mexican National Registry of Securities and traded in the Mexican market.^^

Item 10. Additional Information Bylaws

This section summarizes certain provisions of Mexican law and our bylaws (estatutos sociales), a copy of which is attached to this Form 20-F as Exhibit 1.1.

At our Extraordinary Shareholders’ Meeting held on October 2, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil and to conform our bylaws to the provisions of the Mexican Securities Law. Some of the relevant changes included the enhancement of certain provisions applicable to the corporate governance of public companies, clarification of certain provisions relating to directors’ and officers’ liability and the elimination of restrictions on ownership of our shares.

At our shareholders’ meetings held on July 7, 2020, May 31, 2017, April 23, 2015 and April 10, 2014, our bylaws were amended to update the amounts of fixed minimum common stock to reflect the decrease on the fixed portion of our capital stock after the cancellation of shares held in treasury and capital reimbursements.

Purposes

The purposes of the Company include the following:

●to acquire shares of or interests or participations in privately or state-owned companies engaged in the management, operation (including the provision of aeronautical, complementary, commercial and construction services) and/or development of civilian airports pursuant to the Mexican Airport Law (Ley de Aeropuertos) and its regulations and to participate in the capital stock of companies engaged in the provision of all types of services;

●to receive from and to provide to any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes;

●to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports;

●to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in Mexico or abroad;

●to obtain all types of secured and unsecured loans or credit facilities and to grant loans to any association, company, entity or individual in which it holds more than 50% of the capital stock with voting rights or which is otherwise under its control; and

●to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% of the shares of stock with voting rights or which is otherwise under its control.

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Table of Contents Election of Directors

The Board of Directors is responsible for the oversight of our business. Pursuant to our bylaws, the Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors, each of whom is elected at the annual shareholders’ meeting. Under the Mexican Securities Law and our bylaws, at least 25% of our directors must be independent. Under Mexican law, the determination as to the independence of our directors made by our shareholders’ meeting may be contested by the CNBV. Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of our directors is proposed by the Board of Directors to all of our stockholders at a stockholders’ meeting for their approval.

At each shareholders’ meeting for the election of directors (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical Assistance Agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock). The candidates to be considered for election as directors by the shareholders will be proposed to the shareholders’ meeting by the Board. Any slate of candidates proposed by the Board shall include independent directors to the extent required by the Mexican Securities Law and other applicable law.

Five of our directors are independent.

Authority of the Board of Directors

The Board of Directors has broad authority to manage the company. Pursuant to the Mexican Securities Law, the Board of Directors is required to approve, among other matters:

●our general strategy;

●the business plan and the investment budget on an annual basis;

●capital investments not considered in the approved annual budget for each fiscal year;

●the proposal to increase our capital or that of our subsidiaries;

●our five-year Master Development Program and any amendments thereto for each of our airports to be submitted to the Ministry of Communications and Transportation;

●the voting of the shares we hold in our subsidiaries;

●our management structure and any amendments thereto;

●the election of our chief executive officer from the candidates proposed by the Series BB directors and the approval of his or her compensation or his or her removal for cause;

●any transfer by us of shares in our subsidiaries;

●subject to the recommendation of the Corporate Practices, Finance, Planning and Sustainability Committee, among other matters, (i) the guidelines for the use of the assets of our subsidiaries, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our Board of Directors, principal officers or other relevant persons to take advantage of business opportunities for his own benefit or for the benefit of third parties that originally corresponded to us or the companies under our control or in which we have a significant influence and

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Table of Contents that exceed the limits set forth under item (vii) of the next paragraph and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement;

●subject to the recommendation of the Audit Committee, among other matters, (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and sale of our own stock, (iii) guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated assets or U.S.$20.0 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$40.0 million or in excess of the debt level set forth in the annual business plan, which must not exceed a 50% debt-to-capital ratio;

●the creation of, and assignment of responsibilities to, new committees or changing the responsibilities assigned to existing committees;

●the appointment of members of the Corporate Practices, Finance, Planning and Sustainability Committee in which at least one of its members shall be appointed from those proposed by the members of the Board of Directors appointed by the holders of Series BB shares;

●proposals to the shareholders’ meetings regarding (i) our dividend policy and (ii) the use of our retained earnings;

●subject to certain conditions, the appointment of provisional members of the Board of Directors, without the need for a shareholders’ meeting for such provisional appointment;

●the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the Board of Directors on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information and (iv) the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

●the appointment, removal, duties and responsibilities of our internal auditor;

●policies with regard to the disclosure of information to our shareholders, the market and to other members of the Board of Directors and relevant officers as well as decisions with regards to specific information to be released;

●actions to be taken in order to rectify any known irregularity and to implement any corrective measures;

●the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and

●resolutions instructing our chief executive officer to disclose material information to the general public.

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Table of Contents Under our bylaws, resolutions at meetings of the Board of Directors with respect to any of the items listed above will be valid only if approved by the members of the Board of Directors elected by the holders of the Series BB shares.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) nominate the candidates for chief executive officer to our Board of Directors, (ii) move for the removal of our chief executive officer, (iii) appoint and remove half of our executive officers in accordance with the guidelines established in the Technical Assistance Agreement and the guidelines approved by our Board of Directors and (iv) appoint at least one member to each of our committees.

In addition, any matter requiring approval of the Board of Directors under our bylaws, as indicated above, will require the approval of a majority of the directors appointed by the Series BB shareholders for so long as the Series BB shares represent at least 7.65% of our capital stock.

Our Capital Stock

Pursuant to our bylaws, our capital stock has a variable portion. As of the date of this report, the Company has a fixed minimum capital stock, without withdrawal rights, of Ps.300,822 thousand, represented by 390,111,556 ordinary nominal Class I shares, without par value, which are fully subscribed and paid, of which 340,345,556 are Series B shares and 49,766,000 are Series BB shares. For the last three years, no part of our capital stock has been paid in-kind.

Our capital stock has been modified during the last three years as a consequence of the following events:

●On July 7, 2020, our shareholders approved the cancellation of 3,659,417 Series B shares that were repurchased by the Company in accordance with Article 56 of the Mexican Securities Law, reducing the capital stock of the Company. As a result of the cancellation of shares, the fixed minimum social capital, fully paid-in and subscribed, totals Ps.300,822,103, represented by 390,111,556 ordinary shares, nominative and without par value, of which 49,766,000 are Series BB shares and 340,345,556 are Series B shares.

We have not conducted any issuance of shares during the last three years, and we are not beneficiaries of any derivative instruments payable in-kind, which have Series B or Series BB shares, or any other security representing those shares, as underlying assets.

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 22, 2021:


	Authorized	Issued and Outstanding	****
Capital Stock:
Series B shares	340,345,556	340,345,556
Series BB shares	49,766,000	49,766,000
Total	390,111,556	390,111,556

All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have special voting and other rights described below.

Our bylaws provide for the issuance of the following shares, which have the characteristics described below:

●Series B. Series B shares currently represent 87.2% of our capital. Series B shares may be held by any Mexican or foreign natural person, company or entity.

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Table of Contents ●Series BB. Series BB shares currently represent 12.8% of our capital. Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations (Ley General de Sociedades Mercantiles), may be held by any Mexican or foreign natural person, company or entity.

Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not, directly or indirectly, own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments (Comisión Nacional de Inversiones Extranjeras) is obtained.

Voting Rights and Shareholders’ Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders. Holders of Series BB shares are entitled to elect three members of our Board of Directors.

Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meetings. An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on our financial statements, the appointment of members of the Board, declaration of dividends and the determination of compensation for members of the Board. Under the Mexican Securities Law, our ordinary shareholders’ meeting, in addition to those matters described above, must approve any transaction representing 20% or more of our consolidated assets, executed in a single or a series of transactions, during any fiscal year.

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

●extension of a company’s duration or voluntary dissolution;

●an increase or decrease in a company’s minimum fixed capital;

●change in corporate purpose or nationality;

●any transformation, merger or spin-off involving the company;

●any stock redemption or issuance of preferred stock or bonds;

●the cancellation of the listing of our shares with the Mexican National Registry of Securities or on any stock exchange;

●amendments to a company’s bylaws; and

●any other matters for which applicable Mexican law or the bylaws specifically require a general extraordinary shareholders’ meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City. Calls for shareholders’ meetings must be made by the Chairman, the Secretary, two members of the Board of Directors, the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee calls a shareholders’ meeting to discuss the matters indicated in the relevant request. If the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10% of our capital stock may request that the call be made by a competent court.

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Table of Contents Calls for shareholders’ meetings must be published in the Federal Official Gazette or in one newspaper of general circulation in Mexico City at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Calls must be signed by whoever makes them, provided that calls made by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee for that purpose. Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in our share registry; and (ii) at least 24 hours prior to the commencement of the meeting submit (a) an admission ticket issued by us for that purpose and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Law. The share registry will be closed three days prior to the date of the meeting. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors. Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses. Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Indeval) coupled with a certificate issued by any institution with an account at Indeval.

At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

Quorum

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary meetings of shareholders are valid when approved by a majority of the shares present at the meeting. Any number of shares represented at an ordinary meeting of shareholders convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary meetings of shareholders convened in this manner are valid when approved by a majority of the shares present at the meeting.

Extraordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when at least 75% of the shares representing our capital are present or duly represented and no minimum number of shares is required for a quorum at a second call for an extraordinary shareholders’ meeting.

Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more than 50% of our capital.

Notwithstanding the foregoing, resolutions at extraordinary meetings of shareholders called to discuss any of the items listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

●any amendment to our bylaws that: (i) changes or deletes the authorities of our committees or (ii) eliminates or modifies any minority rights;

●any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

●termination of the Participation Agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA;

●a merger with an entity that conducts business that is not related to the business of us or our subsidiaries; or

●a spin-off, dissolution or liquidation.

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Table of Contents Our bylaws also establish that a delisting of our shares requires the vote of holders of 95% of our capital stock.

Veto Rights of Holders of Series BB Shares

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the items listed below will only be valid if approved by a vote of at least 95% of our capital stock or a majority of the Series BB shares:

●approval of our financial statements and those of our subsidiaries;

●anticipated liquidation or dissolution;

●capital increases or decreases of us or of our subsidiaries;

●declaration and payment of dividends;

●amendment to our bylaws;

●mergers, spin-offs, reclassifications, consolidations or share splits;

●grant or amendment of special rights of any series of shares of our capital stock;

●any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and

●any shareholder resolution with respect to a matter requiring the affirmative vote of the directors appointed by the holders of our Series BB shares.

Right of Withdrawal

Any shareholder having voted against a resolution validly adopted at a meeting of our shareholders with respect to (i) a change in our corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving us in which we are not the surviving entity or the dilution of its capital stock by more than 10% or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with us within 15 days following the holding of the relevant shareholders’ meeting. The redemption of the shareholders’ shares will be effected at the lower of (a) 95% of the average trading price determined based on the average of the prices of our shares on the 30 days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the most recent audited financial statements approved by our shareholders’ meeting.

Dividends and Distributions

At our annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval our financial statements for the preceding fiscal year as presented by our Chief Executive Officer. Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8. Financial Information—Dividends.”

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Table of Contents Registration and Transfer

Our shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Law and regulations issued by the CNBV. Our shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto. Our shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval. Indeval is the holder of record in respect of all such shares held in book-entry form. Indeval will issue certificates on behalf of our shareholders upon request. Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV. We maintain a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as our shareholders. The transfer of shares must be registered in our stock registry. In the case of an international offering, the Depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:

●If SETA owns Series BB shares that represent less than 7.65% of our capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

●If SETA owns Series BB shares representing at least 7.65% of our capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion. For purposes of our bylaws, a “related person” means, with respect to any person:

●any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

●any corporation or person having the capacity to determine the business guidelines and policies of such person;

●in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

●SETA; or

●with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement.

For purposes of our bylaws, “control” of a person, with respect to any person, is defined as:

●the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person;

●the contractual right to elect the majority of the members of the Board of Directors of the person;

●the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or

●existence of commercial relations representing the purchase of more than 15% of the total annual sales of such person.

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Table of Contents Shareholder Ownership Restrictions and Anti-Takeover Protection

Under the Mexican Airport Law:

●no more than 5% of our outstanding capital stock may be owned by air carriers; and

●foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock. The foregoing ownership restrictions do not apply to:

●the Mexican government;

●NAFIN, in its capacity as trustee of the Ministry of Communications and Transportation;

●institutions that act as depositaries for securities; and

●financial and other authorized institutions that hold securities for the account of beneficial owners (including the depositary), provided that such beneficial owners are not exempt from the ownership restrictions.

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” us or any of our subsidiary concession holders.

Under the Mexican Airport Law, any acquisition of control requires the prior consent of the Ministry of Communications and Transportation.

For purposes of these provisions, “related person” and “control” are defined above under “Registration and Transfer.”

The Mexican Securities Law contains provisions relating to public tender offers and certain other share acquisitions. Any intended acquisition of our shares that results in the acquirer obtaining control of our voting shares (our Series B shares and Series BB shares considered together) requires the acquirer, with the prior approval of the CNBV, to make a mandatory public tender offer for the greater of (i) the percentage of the capital stock intended to be acquired or (ii) 10% of our capital stock. Any intended acquisition of our shares that is aimed at obtaining control requires the potential acquirer to make a mandatory tender offer for 100% of our outstanding capital stock (in addition to the approval of the Ministry of Communications and Transportation). The tender offer must be made at the same price to all shareholders and classes of shares. Our Board of Directors must issue its opinion of any tender offer resulting in a change of control, which opinion must take into account minority shareholder rights and which may be accompanied by an independent fairness opinion. Directors and principal officers are required to disclose whether they will participate in the tender.

Under the Mexican Securities Law, all tender offers must be open for at least 20 business days, and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Law only permits the payment of certain amounts to controlling shareholders over and above the offering price if these amounts are fully disclosed, approved by the Board of Directors and paid solely in connection with non-compete or similar obligations.

Certain Minority Protections

Pursuant to the Mexican Securities Law and the Mexican General Law of Business Corporations, there are several protections afforded to minority shareholders. These protections include provisions that permit:

●holders of at least 10% of our outstanding capital stock:

-	to vote (including in a limited or restricted manner) to request a call for a shareholders’ meeting;

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-	to request that resolutions with respect to any matter on which they were not sufficiently informed be postponed; and

-	to appoint one member of our Board of Directors and one alternate member of our Board of Directors.

●holders of 20% of our outstanding capital stock to oppose any resolution adopted at a shareholders’ meeting and file a petition for a court order to suspend the resolution temporarily, within 15 days following the adjournment of the meeting at which the action was taken, provided that (i) the challenged resolution violates Mexican law or our bylaws, (ii) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (iii) the opposing shareholders deliver a bond to the court to secure payment of any damages that we may suffer as a result of suspending the resolution, in the event that the court ultimately rules against the opposing shareholders; and

●holders of 5% of our outstanding capital stock may initiate a shareholder derivative suit against some or all of our directors, for our benefit, for violations of their duty of care or duty of loyalty, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five year statute of limitations.

Changes in Capital Stock

Increases and reductions of our capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time. Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to our shareholders through the electronic system established by the Mexican Ministry of Economy (Secretaría de Economía), provided that if at the corresponding meeting all of our shares are duly represented, the 15-calendar day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations (see “—Voting Rights and Shareholders’ Meetings—Right of Withdrawal”) or by repurchase of our own stock in accordance with the Mexican Securities Law (see “—Share Repurchases”).

Share Repurchases

We may choose to acquire our own shares through the Mexican Stock Exchange and NASDAQ on the following terms and conditions:

●the acquisition must be carried out through the Mexican Stock Exchange;

●the acquisition must be carried out at market price, unless a public offer or auction has been authorized by the CNBV;

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Table of Contents ●the acquisition must be carried out against our paid in capital, and shares acquired will be held as treasury stock without any requirement to adopt a reduction in capital stock or reduce our capital stock, in which case, such shares will be cancelled;

●the annual ordinary shareholders’ meeting shall determine the maximum amount of funds to be used in the fiscal year for the repurchase of shares;

●we may not be delinquent on payments due on any outstanding debt issued by us that is registered with the Mexican National Securities Registry; and

●any acquisition of shares must be in conformity with the requirements of Article 54 of the Mexican Securities Law, and we must maintain a sufficient number of outstanding shares to meet the minimum trading volumes required by the stock markets on which our shares are listed.

Ownership of Capital Stock by Subsidiaries

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Law.

Repurchase Obligation

Pursuant to the Mexican Securities Law, in the event that we decide to cancel the registration of our shares in the Mexican National Securities Registry and the listing of our shares on the Mexican Stock Exchange, or if the CNBV orders such cancellation, we will be required to conduct a tender offer for the purchase of stock held by minority shareholders and to create a trust for a period of six months, with amounts sufficient to purchase all shares not participating in the tender offer. Under the law, our controlling shareholders will be secondarily liable for these obligations. The price at which the stock must be purchased shall be the higher of (i) the average of the trading price on the Mexican Stock Exchange during the last 30 days on which the shares were quoted prior to the date on which the tender offer is made or (ii) the book value of such shares as determined pursuant to our latest quarterly financial information filed with the CNBV and the Mexican Stock Exchange. If the tender for cancellation is requested by the CNBV, it must be initiated within 180 days from the date of the request. If requested by us, under the Mexican Securities Law, the cancellation must be approved by 95% of our shareholders.

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

Other Provisions

Liabilities of the Members of the Board of Directors

The Mexican Securities Law imposes a duty of care and a duty of loyalty on directors. The duty of care requires our directors to act in good faith and in the best interests of the Company. For such purpose, our directors are required to obtain the necessary information from the chief executive officer, the executive officers, the external auditors or any other person in order to act in our best interests. Our directors are liable for damages and losses caused to us and our subsidiaries as a result of violations of this duty of care.

The duty of loyalty requires our directors to preserve confidential information received in connection with the performance of their duties and to abstain from discussing or voting on matters in which they have a conflict of interest. In addition, the duty of loyalty is violated if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the Board of Directors, a director takes advantage of a corporate opportunity. The duty of

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Table of Contents loyalty is also violated by (i) failing to disclose to the Audit Committee or the external auditors any irregularities that the director encounters in the performance of his or her duties or (ii) disclosing information that is false or misleading or omitting to record any transaction in our records that could affect our financial statements. Directors are liable for damages and losses caused to us and our subsidiaries for violations of this duty of loyalty. This liability also extends to damages and losses caused as a result of benefits obtained by the director or directors or third parties, as a result of actions of such directors.

Our directors may be subject to criminal penalties of up to 12 years’ imprisonment for certain illegal acts involving willful misconduct that result in losses to us. Such acts include the alteration of financial statements and records.

Liability actions for damages and losses resulting from the violation of the duty of care or the duty of loyalty may be exercised solely for our benefit and may be brought by the company or by shareholders representing 5% or more of the capital stock of the company, and criminal actions may only be brought by the Mexican Ministry of Finance and Public Credit, after consulting with the CNBV.

As a safe harbor for directors, the Mexican Securities Law provides that the liabilities specified above will not be applicable if (i) the director acted in good faith and complies with applicable law and the bylaws; (ii) facts based upon information are provided by officers or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt; (iii) the director selects the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable; and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.

In addition to the duty of care and duty of loyalty required by the Mexican Securities Law, our bylaws provide that, from the date on which at least 51% of our capital stock is listed on a stock exchange, a member of the Board of Directors will be liable to us and our shareholders in the following circumstances:

●negligence resulting in the loss of more than two-thirds of our capital stock and that results in our dissolution;

●bankruptcy, subject to certain conditions, when the actions taken by the Board of Directors results in a declaration of insolvency (concurso mercantil);

●breaching any of the duties set forth under our bylaws; and

●failure to report irregularities in the actions of former members of the Board of Directors.

The members of the Board of Directors are liable to our shareholders only for the loss of net worth suffered as a consequence of disloyal acts carried out in excess of their authority or in violation of our bylaws. The Company, in any case, is required to indemnify and hold the relevant officers, members of the Board of Directors and the Secretary harmless from any liability that they may incur with respect to third parties in the performance of their duties, which shall include (a) the indemnity amount to be paid for the damages caused by their acts to third parties and, (b) the expenses they may incur (including, without limitation, legal and advisory fees) in connection with item (a) of this paragraph, provided that such expenses are reasonable and duly documented, except in cases of fraud, willful misconduct, or illegal acts under the Mexican Securities Law and other laws.

Information to Shareholders

The Mexican Securities Law establishes that companies, acting through their boards of directors, must annually present a report at a shareholders’ meeting that includes the following:

●a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects;

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Table of Contents ●a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information;

●a statement of the financial condition of the company at the end of the fiscal year;

●a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year;

●the notes that are required to complete or clarify the above mentioned information; and

●the report prepared by the Audit Committee with respect to the accuracy and reasonability of the above mentioned information presented by the Board of Directors.

In addition to the foregoing, our bylaws provide that the Board of Directors should also prepare the information referred to above with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

Duration

The duration of our corporate existence is indefinite.

Shareholders’ Conflict of Interest

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting and from being present and participating in discussions thereon at the relevant shareholders’ meeting. A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.

Directors’ Conflict of Interest

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction. Any director who violates such provision will be liable to us for any resulting damages or losses.

Certain Differences between Mexican and U.S. Corporate Law

The Mexican General Law of Business Corporations and the Mexican Securities Law, which apply to us, differ in certain material respects from laws generally applicable to U.S. corporations and their shareholders.

Independent Directors

The Mexican Securities Law requires that 25% of the directors of Mexican public companies be independent. Pursuant to the rules and regulations of the NASDAQ National Market, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the NASDAQ National Market must maintain a committee responsible for Audit Functions comprised entirely of independent directors as defined in the U.S. federal securities laws.

Mergers, Consolidations and Similar Arrangements

A Mexican company may merge with another company only if a majority of the shares representing its outstanding capital stock approves the merger at a duly convened general extraordinary shareholders’ meeting, unless

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Table of Contents the company’s bylaws impose a higher threshold. Dissenting shareholders are not entitled to appraisal rights. Creditors have 90 days to oppose a merger judicially, provided they have a legal interest to oppose the merger.

Under Delaware law, with certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a corporation must be approved by the Board of Directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive payment in the amount of the fair market value of the shares held by the shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction. Delaware law also provides that a parent corporation, by resolution of its Board of Directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital share. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

Anti-Takeover Provisions

Subject to the approval of the CNBV, the Mexican Securities Law permits public companies to include anti-takeover provisions in their bylaws that restrict the ability of third parties to acquire control of the company without obtaining approval of the company’s board of directors.

Under Delaware law, corporations can implement shareholder rights plans and other measures, including staggered terms for directors and super-majority voting requirements, to prevent takeover attempts. Delaware law also prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the shareholder became an interested shareholder unless:

●	prior to the date of the transaction in which the shareholder became an interested shareholder, the board of directors of the corporation approves either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

●	upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation, excluding shares held by directors, officers and employee stock plans; or

●	at or after the date of the transaction in which the shareholder became an interested shareholder, the business combination is approved by the board of directors and authorized at a shareholders’ meeting by at least 66 2/3% of the voting stock, which is not owned by the interested shareholder.

Shareholders’ Suits

As mentioned above, holders of 5% of our outstanding shares may initiate action against some or all of our directors for violations of their duty of care or duty of loyalty, for our benefit, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five-year statute of limitations and will not be applicable if the relevant directors acted under any of the exclusions set forth under the Mexican Securities Law. Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012. However, these rules and procedures are different and more limited than those in place in the United States.

Class actions and derivative actions are generally available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In these kinds of actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with the action.

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Table of Contents Shareholder Proposals

Under Mexican law and our bylaws, holders of at least 10% of our outstanding capital stock are entitled to appoint one member of our Board of Directors and his or her alternate.

Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.

Calling of Special Shareholders’ Meetings

Under Mexican law and our bylaws, a shareholders’ meeting may be called by the Board of Directors, any two directors, the chairman, the secretary, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee. Any shareholder or group of shareholders with voting rights representing at least 10% of our capital stock may request that the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee call a shareholders’ meeting to discuss the matters indicated in the written request. If the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following date of the written request, the shareholder or group of shareholders may request that a competent court call the meeting. A single shareholder may call a shareholders’ meeting if no meeting has been held for two consecutive years or if matters to be dealt with at an ordinary shareholders’ meeting have not been considered.

Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.

Cumulative Voting

Under Mexican law, cumulative voting for the election of directors is not permitted.

Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.

Approval of Corporate Matters by Written Consent

Mexican law permits shareholders to take action by unanimous written consent of the holders of all shares entitled to vote. These resolutions have the same legal effect as those adopted in a general or special shareholders’ meeting. The board of directors may also approve matters by unanimous written consent.

Delaware law permits shareholders to take action by written consent of holders of outstanding shares having more than the minimum number of votes necessary to take the action at a shareholders’ meeting at which all voting shares were present and voted.

Amendment of Certificate of Incorporation

Under Mexican law, it is not possible to amend a company’s certificate of incorporation (acta constitutiva). However, the provisions that govern a Mexican company are contained in its bylaws, which may be amended as described below. Under Delaware law, a company’s certificate of incorporation generally may be amended by a vote of the majority of shareholders entitled to vote thereon (unless otherwise provided in the Certificate of Incorporation), subsequent to a resolution of the board of directors proposing such amendment.

Amendment of Bylaws

Under Mexican law, amending a company’s bylaws requires shareholder approval at an extraordinary shareholders’ meeting. Mexican law requires that at least 75% of the shares representing a company’s outstanding capital stock be present at the meeting in the first call (unless the bylaws require a higher threshold) and that the

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Table of Contents resolutions be approved by a majority of the shares representing a company’s outstanding capital stock. In addition, pursuant to our bylaws, the amendment of our bylaws requires the approval of either (i) holders of at least 95% of our outstanding capital stock or (ii) holders of at least a majority of our outstanding capital stock, including, for so long as the Series BB shares represent at least 7.65% of our capital stock, a majority of holders of Series BB shares.

Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the bylaws of a corporation.

Staggered Board of Directors

Mexican law does not permit companies to have a staggered board of directors, while Delaware law does permit corporations to have a staggered board of directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the Ministry of Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits. See “—Sources of Regulation” and “—Scope of Concessions and General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.

We are a party to a participation agreement with SETA and the Ministry of Communications and Transportation that establishes the framework for several other agreements to which we are a party. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

We have entered into a Technical Assistance Agreement with SETA providing for management and consulting services. The Technical Assistance Agreement was amended on December 14, 2020 with effect as of December 14, 2020. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

EXCHANGE CONTROLS

Mexico has had free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994. The government may not maintain its current foreign exchange policies. See “Item 3. Key Information—Exchange Rates.”

TAXATION

The following summary contains a description of the material anticipated U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that will hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding shares by vote or value, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and persons holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes, or entities that are treated as partnerships for U.S. federal income tax

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Table of Contents purposes (or partners therein). In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder, or the Medicare tax on net investment income.

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this Form 20-F, including the provisions of the income tax treaty between the United States and Mexico and protocol thereto (the “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. In addition, a “Treaty Country” is a jurisdiction that has a treaty that provides for the avoidance of double taxation in force with Mexico. Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico and that will not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.

For purposes of Mexican taxation, the definition of residency is highly technical, and residency results in several situations. Generally an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in Mexico. An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest. An individual’s significant center of interest will be considered Mexico in the following circumstances, among other factors: (i) when more than 50% of such person’s total yearly income originates in Mexico and (ii) when Mexico is the individual’s principal place of business. Additionally, Mexican officers and employees working for the Mexican government but living outside of Mexico will be considered to be Mexican residents even if their significant center of interest is not in Mexico. However, any determination of residence should take into account the particular situation or each person or legal entity.

In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the beneficial owners of the Series B shares represented by those ADSs.

Taxation of Dividends

Mexican Tax Considerations

Dividends paid to non-Mexican holders with respect to our Series B shares and, as a consequence, with respect to ADSs, are subject to Mexican withholding tax at the rate of 10% on the gross amount of the dividend distributed. This withholding tax may not apply to dividend distributions related to certain retained earnings for years prior to 2013. Such 10% withholding tax will be remitted to the Mexican tax authorities as a definitive payment on behalf of the non-Mexican holders.

Non-Mexican holders that are residents of a Treaty Country may be entitled to a benefit under the provisions of the applicable treaty, such as a reduced tax rate; therefore, each non-Mexican holder should consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances. For Mexican tax purposes, in order to be entitled to the benefits of any tax treaty, non-Mexican holders must demonstrate that they are tax residents of the corresponding country by means of a tax residency certificate and comply with the procedural provisions set forth in the treaty and in the Mexican Income Tax Law.

U.S. Federal Income Tax Considerations

Subject to the discussion below regarding the passive foreign investment company rules, the gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the U.S. holder in the case of Series B shares, or by the depositary in the case of ADSs, and will not be eligible for the dividends received deduction

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Table of Contents allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes. Distributions, which will be made in pesos, will be includible in the income of a U.S. holder in a U.S.-dollar amount calculated by reference to the exchange rate in effect on the date they are received by the U.S. holder in the case of Series B shares, or the depositary in the case of ADSs, whether or not they are converted into U.S. dollars. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.

Dividends generally will be treated as “passive category” income from foreign sources for U.S. foreign tax credit limitation purposes. A U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit for any Mexican withholding tax imposed with respect to the Series B shares or ADSs. Additionally, a U.S. holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead be eligible to claim a deduction for U.S. federal income tax purposes in respect of such withheld tax, but only for a year in which such holder does not elect to claim a credit for any creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. holders are urged to consult their own tax advisors in this regard.

Subject to certain exceptions for short-term and hedged positions, the U.S.-dollar amount of dividends received by an individual U.S. holder with respect to the ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Dividends paid on the Series B shares or ADSs will be treated as qualified dividends if: (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that has been approved for the purposes of the qualified dividend rules, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the years in which the dividend is paid, a passive foreign investment company (a “PFIC”). The income tax treaty between the United States and Mexico has been approved for the purposes of the qualified dividend rules. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2019 and 2020 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2021 taxable year.

Taxation of Dispositions of Shares or ADSs

ADSs-Mexican Tax Considerations

Non-Mexican holders are liable for income tax in Mexico with respect to income derived from sources of wealth located within the national territory. The Mexican Income Tax Law locates the source of wealth for capital gains within the national territory when the shares that are sold were issued by a Mexican resident entity. Deposits and withdrawals of our Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.

The Mexican income taxation of the proceeds of a sale of our Series B shares or ADSs by a non-Mexican holder differs based on the jurisdiction of the holder, the method of effecting the sale, and a number of other factors. The various outcomes are summarized as follows:

Non-Mexican Holder Not Resident in Treaty Country

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is not resident of a Treaty Country will be subject to Mexican withholding tax at the rate of 10% on the gain realized on such sale if the transaction is carried out through the Mexican Stock Exchange or other recognized markets. According to the Mexican Income Tax Law, Mexican stock intermediaries participating in these transactions are obligated to apply the aforementioned withholding. There are no clear rules in those cases in which a non-Mexican intermediary is involved, thus the non-Mexican holder could be obliged to remit the corresponding income tax to the Mexican tax authorities directly.

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Table of Contents Non-Mexican Holder Resident in Treaty Country

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is resident of a Treaty Country will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange, or any other recognized market, provided that certain requirements set forth by the Mexican Income Tax Law are complied with. A letter stating that the non-Mexican holder is resident in a Treaty Country shall be provided to the financial intermediary obligated to apply the withholding.

Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including through ADSs) within the 12-month period preceding such sale or other disposition.

Sales Not Subject to the Reduced 10% Withholding Rate

For a non-Mexican holder that does not carry out the sale through an authorized stock exchange, the proceeds obtained from the sale or disposition of our Series B shares or ADSs will be subject to a 25% tax on the full sale price. Under certain circumstances, and provided certain requirements set forth by the Mexican Income Tax Law are complied with, non-Mexican holders, alternatively, may pay a 35% tax on the gain obtained from the transaction. This 25%/35% regime would also apply in the following cases: (i) sales of our Series B shares or ADSs that were acquired by the transferor outside of the Mexican Stock Exchange, or other recognized markets set forth in the Mexican Federal Tax Code; (ii) sales made by a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully-paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions; (iii) pre-negotiated trades executed through the facilities of the Mexican Stock Exchange; and (iv) trades of shares obtained as a result of our merger or spin-off, in certain cases.

In cases in which the 25%/35% regime is applicable, if the non-Mexican holder is a resident of a Treaty Country, a reduced withholding rate may be applicable if certain requirements are met according to the corresponding Treaty. Each holder is urged to consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.

U.S. Federal Income Tax Considerations

Assuming we are not treated as a PFIC (as discussed above under Taxation of Dividends—U.S. Federal Income Tax Considerations), upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and such U.S. holder’s tax basis in the Series B shares or ADSs. Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs have been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

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Table of Contents Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

Specified Foreign Financial Assets

Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the Series B shares or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders that fail to report the required information could be subject to substantial penalties. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the Class B shares or ADSs, including the application of the rules to their particular circumstances.

U.S. Backup Withholding Tax and Information Reporting Requirements

In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-exempt U.S. holder of dividends in respect of the Series B shares or ADSs or the proceeds received on the sale or other disposition of the Series B shares or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number to the paying agent. Backup withholding is not an additional tax. Amounts withheld as backup withholding tax will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the U.S. Internal Revenue Service.

A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

DOCUMENTS ON DISPLAY

The materials included in this annual report on Form 20-F, and exhibits hereto, may be viewed at the SEC’s public reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us. The reports and information statements and other information about us can also be downloaded from the SEC’s website.

A translation of this annual report on Form 20-F will be filed with the Mexican Stock Exchange and will be available for consultation through the Mexican Stock Exchange.

The person responsible of handling requests from investors and analysts on our behalf is our Chief Financial Officer, Ruffo Pérez Pliego del Castillo, who can be reached at Plaza Metrópoli Patriotismo, Piso 5, Av. Patriotismo 201, Col. San Pedro de los Pinos, Benito Juárez , Ciudad de México, México.

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Table of Contents Item 11. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the Mexican peso relative to the U.S. dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are largely collected in Mexican pesos based on the average exchange rate for the prior month. In 2018, 2019 and 2020, 13.4%, 14.2% and 10.1%, respectively, of our consolidated revenues were derived from passenger charges for international passengers. A depreciation of the Mexican peso as compared to the U.S. dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, in which case, we may provide discounts to passenger charges or to the airlines. In addition, if the peso appreciates as compared to the U.S. dollar, we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.

In addition, we had a total of U.S.$0.7 million in U.S. dollar-denominated debt as of December 31, 2020. Future decreases in the value of the peso relative to the U.S. dollar will increase the cost in pesos of servicing such indebtedness. Our cash balance denominated in U.S. dollars was Ps.78,940 thousand on December 31, 2019 and Ps.79,552 thousand on December 31, 2020. See Note 21 to our audited consolidated financial statements for additional disclosures about market risk.

Item 12. Description of Securities Other Than Equity Securities

Not applicable.

Item 12A. Debt Securities

Not applicable.

Item 12B. Warrants and Rights

Not applicable.

Item 12C. Other Securities

Not applicable.

Item 12D. American Depositary Shares

JPMorgan Chase Bank, N.A., serves as the depositary for our ADSs, and the address of its principal office is 4 New York Plaza, Floor 12, New York, New York, 10004. ADS holders are required to pay various fees to the depositary. On August 9, 2016, the Deposit Agreement among us and the depositary was amended to, among other things, implement certain changes in the form of American Depositary Receipt.

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Table of Contents The following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.


Service	****	Fee or Charge Amount	****	Payee

Issuance and delivery of ADRs against deposits of shares, including deposits in respect of share distributions, rights and other distributions		U.S.<br><br>$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		JPMorgan Chase Bank, N.A.

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates		U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		JPMorgan Chase Bank, N.A.

Any cash distribution to ADS registered holders		U.S.$0.05 (or less) per ADS		JPMorgan Chase Bank, N.A.

Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders		A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs		JPMorgan Chase Bank, N.A.

Depositary services		U.S.$0.05 (or less) per ADS per calendar year		JPMorgan Chase Bank, N.A.

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares		U.S.$1.50 per ADR plus applicable registration or transfer fees		JPMorgan Chase Bank, N.A.

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)		Expenses of the depositary		JPMorgan Chase Bank, N.A.

Converting foreign currency to U.S. dollars		Expenses of the depositary		JPMorgan Chase Bank, N.A.

Other fees, as necessary		Taxes and other governmental charges JPMorgan Chase Bank, N.A., or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes		JPMorgan Chase Bank, N.A.

Other fees, as necessary		Any charges incurred by JPMorgan Chase Bank, N.A., or its agents for servicing the deposited securities		JPMorgan Chase Bank, N.A.

The depositary of our ADSs, JPMorgan Chase Bank, N.A., collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry

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Table of Contents system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.

The following table sets forth the amounts that we received in 2020, directly or indirectly, from JPMorgan Chase Bank N.A., as depositary of our ADSs:


Description	****	Amount

For expenses related to the establishment of the facility including, but not limited to, investor relations expenses, the initial NASDAQ application and listing fees or any other program-related expenses.		U.S.$	—

For expenses related to the administration and maintenance of the facility including, but not limited to, investor relations expenses, the annual NASDAQ listing fees or any other program-related expenses.		U.S.$	—

JPMorgan Chase Bank, N.A., as depositary of our ADSs, has agreed to reimburse us for expenses it incurs that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees. It has also agreed to reimburse us annually for certain investor relationship programs. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and chief financial officer, the design and operation of our disclosure controls and procedures as of December 31, 2020.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2020, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Table of Contents (b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that:

1.	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Under the supervision of our chief executive officer and chief financial officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2020.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—Integrated Framework (2013), which has been early-adopted.

Based on our assessment and those criteria, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2019. Additionally, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, the independent registered public accounting firm that has audited our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting.

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Table of Contents (c) Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm to the Shareholders and the Board of Directors of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the Company) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated April 30, 2021, expressed an unqualified opinion on those financial statements and included an emphasis of matter paragraph related to the effects of the outbreak of coronavirus disease ("COVID-19") stated in note 3d, and, an explanatory paragraph related to the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated in note 3f.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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Table of Contents Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ Jorge Omar Esquivel Romero

C.P.C. Jorge Omar Esquivel Romero

México City, Mexico

April 30, 2021.

(d) Changes in Internal Control over Financial Reporting

There has been no change in internal controls over financial reporting during 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(e) COVID-19 Pandemic

As a result of the COVID-19 pandemic and related advisories and restrictions put in place by the Mexican government in March and April 2020, and the recommendations to stay at home depending on the alert level of the epidemiological “traffic light” system implemented by the Mexican government after May 2020, the Company implemented remote working arrangements for certain employees, which have not impacted our automated systems. These measures have not impacted our internal control over financial reporting in 2020 as the processes established in the Company’s policies and procedures remain in force

Item 16. [Reserved]

Item 16A. Audit Committee’s Financial Expert

Our Board of Directors has determined that Mr. Martin Werner Wainfeld, a member of our Audit Committee, qualifies as an “audit committee financial expert” and as independent within the meaning of this Item 16A. The shareholders’ meeting of April 30, 2019, appointed Mr. Martin Werner Wainfeld as the independent director required by the Mexican Securities Law and applicable NASDAQ listing standards and as an “audit committee financial expert” within the meaning of this Item 16A. See “Item 6. Directors, Senior Management and Employees—Directors.”^^

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Table of Contents Item 16B. Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our Board of Directors, chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions as well as to our other officers and employees. Our code of ethics is filed as an exhibit to this Form 20-F and is available on our website at www.oma.aero. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

Item 16C. Principal Accountant Fees and Services Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited (Deloitte), during the fiscal years ended December 31, 2019 and 2020:


	****	2019		****	2020
		(in thousands of pesos)
Audit fees		Ps.	12,153		Ps.	12,502
Tax fees			—			—
All other fees			—			—
Total fees		Ps.	12,153		Ps.	12,502

Audit fees in the above table are the aggregate fees billed by Deloitte in connection with audits of both our consolidated financial statements and those financial statements of our subsidiaries and other statutory audit reports, in addition to their internal control attestation report.

All other fees in the above table are fees billed by Deloitte for services in connection with potential acquisition and services rendered other than audit and tax services.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our Audit Committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The tables below set forth, for the periods indicated, the total number of shares purchased by us or on our behalf, or by or on behalf of an “affiliated purchaser,” the average price paid per share, the total number of shares purchased as a part of a publicly announced repurchase plan or program and the maximum number (or approximate U.S.-dollar value) of shares that may yet be purchased under our plans and programs.

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Table of Contents SHARES REPURCHASED BY US PURSUANT TO THE SHARE REPURCHASE PROGRAM


	****		****		****	(c) Total number of	****	(d) Maximum
						shares purchased as		number of shares
				(b) Average price		part of publicly		that may yet be
		(a) Number of shares		paid or received per		announced plans or		purchased under the
2020		purchased (issued)		share in pesos		programs (issued)		plans or programs
January 1–31		—		—		—		N/A
February 1–28		386,880		129		—		N/A
March 1–31		802,379		125		—		N/A
April 1–30		—		—		—		N/A
May 1–31		—		—		—		N/A
June 1–30		—		—		—		N/A
July 1–31		—		—		—		N/A
August 1–31		—		—		—		N/A
September 1–30		—		—		—		N/A
October 1–31		—		—		—		N/A
November 1–30		—		—		—		N/A
December 1–31		—		—		—		N/A
Total		1,189,259		126		—		N/A

SHARES PURCHASED BY SETA


	****		****		****	(c) Total number of	****	(d) Maximum
						shares purchased as		number of shares
				(b) Average price paid		part of publicly		that may yet be
		(a) Number of shares		or received per share		announced plans or		purchased under the
2020		purchased		in pesos		programs		plans or programs
January 1–31		—		—		—		N/A
February 1–28		—		—		—		N/A
March 1–31		7,516,377		71		—		N/A
April 1–30		—		—		—		N/A
May 1–31		—		—		—		N/A
June 1–30		—		—		—		N/A
July 1–31		—		—		—		N/A
August 1–31		—		—		—		N/A
September 1–30		—		—		—		N/A
October 1–31		—		—		—		N/A
November 1–30		—		—		—		N/A
December 1–31		—		—		—		N/A
Total		—		—		—		N/A

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Table of Contents SHARES PURCHASED BY FINTECH


	****		****		****	(c) Total number of	****	(d) Maximum
						shares purchased as		number of shares
				(b) Average price paid		part of publicly		that may yet be
		(a) Number of shares		or received per share		announced plans or		purchased under the
2020		purchased		in pesos		programs		plans or programs
January 1–31		—		—		—		N/A
February 1–28		—		—		—		N/A
March 1–31		—		—		—		N/A
April 1–30		—		—		—		N/A
May 1–31		—		—		—		N/A
June 1–30		—		—		—		N/A
July 1–31		—		—		—		N/A
August 1–31		—		—		—		N/A
September 1–30		—		—		—		N/A
October 1–31		—		—		—		N/A
November 1–30		—		—		—		N/A
December 1–31		—		—		—		N/A
Total		—		—		—		N/A

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Pursuant to Rule 5615(a)(3) of the NASDAQ Stock Market, Inc. (NASDAQ) Marketplace Rules, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NASDAQ listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Mexican Securities Law and the regulations issued by the CNBV.

On December 30, 2005, a new Mexican Securities Law was published in the Federal Official Gazette, which became effective on June 28, 2006.

The table below discloses the significant differences between our corporate governance practices and the NASDAQ standards.

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Table of Contents


NASDAQ Standards		Our Corporate Governance Practice
Director Independence. Majority of board of directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form 10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies,” which would include us if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) & (c)(2).		Director Independence. Pursuant to the Mexican Securities Law, we are required to have a board of directors composed of a maximum of 21 members, 25% of whom must be independent. One alternate director may be appointed for each principal director; provided that the alternates for the independent director must also be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers, and any relatives of such persons. In accordance with the Mexican Securities Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV. There is no exemption from the independence requirement for controlled companies.

		Our bylaws provide that our Board of Directors shall be composed of at least 11 members. Currently, our board has 11 members, of which five are independent under the Mexican Securities Law and the Sarbanes-Oxley Act of 2002.

Executive Sessions. Independent directors must meet regularly in executive sessions at which only independent directors are present. Rule 5605(b)(2).		Executive Sessions. Our independent directors and those who are not members of the Company’s executive team are not required to meet in executive sessions and generally do not do so. Under our bylaws and applicable Mexican law, executive sessions are not required.

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Table of Contents
NASDAQ Standards		Our Corporate Governance Practice
Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c)(1).		Audit Committee. We are in compliance with the independence requirements of Rule 10A-3. Marketplace Rule 4350(a)(1) permits us to follow our home country governance practices in lieu of certain NASDAQ requirements, and as such the members of our Audit Committee are not required to satisfy the NASDAQ independence and other Audit Committee standards that are not prescribed by Rule 10A-3.<br><br><br><br>The principal characteristics of our Audit Committee are as follows:<br><br><br><br>●Our Audit Committee is composed of three members, all of whom are members of our Board of Directors.<br><br><br><br>●All of the members of our Audit Committee and the committee’s chairman are independent.<br><br><br><br>●The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting.<br><br><br><br>●Our Audit Committee operates pursuant to provisions in the Mexican Securities Law and our bylaws.<br><br><br><br>●Our Audit Committee submits an annual report regarding its activities to our Board of Directors.<br><br><br><br>●The duties of our Audit Committee include, among others, the following:<br><br><br><br>●issuing recommendations to the Board of Directors for the appointment of an external auditor of the Company, as well as for the contracting of services other than auditing, and providing an opinion about any removal of such external auditor;<br><br><br><br>●supervising the activities of our external auditors and following up to their communications and opinions;<br><br><br><br>●analyzing and supervising the preparation of our financial statements;<br><br><br><br>●informing the board of our internal controls and their adequacy;<br><br><br><br>●requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had

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NASDAQ Standards		Our Corporate Governance Practice
		intervened pursuant to the Mexican Securities Law;

		<br><br>●informing the board of any irregularities that it may encounter;<br><br><br><br>●receiving and analyzing recommendations and observations made by the shareholders, members of the Board, executive officers, our external auditors or any third party and taking the necessary actions;<br><br><br><br>●calling shareholders’ meetings;<br><br><br><br>●overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors; and<br><br><br><br>●providing an annual report to the Board.

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NASDAQ Standards		Our Corporate Governance Practice
Compensation Committee. CEO compensation must be determined, or recommended to the board for determination, either by compensation committee comprised solely of independent directors or a majority of the independent directors and the CEO may not be present during voting or deliberations. Compensation of all other executive officers must be determined in the same manner, except that the CEO, and any other executive officers, may be present. “Controlled companies” are exempt from this requirement. Rules 5605(e)(1)(B) & 5615(c)(2).		Corporate Practices, Finance, Planning and Sustainability Committee. Pursuant to the Mexican Securities Law, we are required to have a committee responsible for Corporate Practices Functions, although we are not required to have a separate compensation committee. The Mexican Securities Law requires that committees consist of at least three independent directors appointed by the board of directors. All committee members must be independent (except to the extent a controlling shareholder or shareholders own 50% or more of our outstanding capital stock, in which case the majority must be independent).<br><br><br><br>Pursuant to our bylaws and the Mexican Securities Law, the duties of our Corporate Practices, Finance, Planning and Sustainability Committee include, among others, the following:<br><br><br><br>(i)providing opinions to our Board of Directors;<br><br><br><br>(ii)requesting and obtaining opinions from independent experts;<br><br><br><br>(iii)calling shareholders’ meeting; and<br><br><br><br>(iv)assisting the board in the preparation of annual reports and other reporting obligations.<br><br><br><br>The duties of our Corporate Practices, Finance, Planning and Sustainability Committee are, among others, the following:<br><br><br><br>●evaluating the performance of relevant officers,<br><br><br><br>●reviewing related-party transactions, and<br><br><br><br>●determining the total compensation package of the chief executive officer.

Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. Rule 5635(c).		Equity Compensation Plans. Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. Such plans must provide similar treatment to executives in comparable positions. No equity-compensation plans have been approved by our shareholders.

Shareholder Approval for Issuance of Securities. Issuances of securities (i) that will result in a change of control of the issuer, (ii) in connection with certain acquisitions of the stock or assets of another company, or (iii) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a)(2), (b) & (d)(1-2).		Shareholder Approval for Issuance of Securities. Mexican law and our bylaws require us to obtain shareholder approval for the issuance of equity securities.

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NASDAQ Standards		Our Corporate Governance Practice
Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610.		Code of Business Conduct and Ethics. We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.oma.aero. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees.

Conflicts of Interest. Appropriate review of all related-party transactions for potential conflict of interest situations and approval by an Audit Committee or another independent body of the board of directors of such transactions is required. Rule 5630(a-b).		Conflicts of Interest. In accordance with Mexican law and our bylaws, the Audit Committee must provide an opinion regarding any transaction with a related party that is outside of the ordinary course of business, and such transactions must be approved by the Board of Directors. Pursuant to the Mexican Securities Law, our Board of Directors and our Audit Committee are required to establish certain guidelines regarding related-party transactions that do not require board approval.

Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NASDAQ. Rule 5620(b).		Solicitation of Proxies. Under the Mexican Securities Law, we are obliged to make available proxy materials for meetings of shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote by proxy. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, requests for instructions to the ADS depositary for the voting of shares represented by ADSs.

Peer Review. A listed company must be audited by an independent public accounting firm that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3).		Independent Public Accountants Review. Under Mexican law, we must be audited by an independent public accountant that has complied with the requirements established in the “General Provisions applicable to entities and issuers supervised by the CNBV that require external audit services for basic financial statements.” Galaz, Yamazaki, Ruiz Urquiza, S.C., Member of Deloitte Touche Thomatsu Limited is our independent auditor.

Item 16H. Mine Safety Disclosures

Not applicable.

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Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

Reference is made to pages F-1 through F-72 of this annual report.

Item 19. Exhibits

Documents filed as exhibits to this annual report:


Exhibit No.	****	Description

1.1*		An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of GACN.<br><br>

2.1		Deposit Agreement among GACN, JPMorgan Chase Bank, N.A., and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our Form F-6 (File No. 333-185511) filed on December 14, 2012) (effective as of December 27, 2012).

2.2		Amendment No. 1 to the Deposit Agreement among GACN, JPMorgan Chase Bank, N.A., and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our Form F-6 (File No. 333-185511), post-effective amendment, filed on August 9, 2016).

2.3		Offering Supplement for GACN’s Ps.1,500,000 thousand offering in 10-year peso-denominated notes (certificados bursátiles), issued March 25, 2013 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2013 filed on April 25, 2014).

2.4		Offering Supplement for GACN’s Ps.3,000,000 thousand offering in seven-year peso-denominated notes (certificados bursátiles), issued June 16, 2014 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2014 filed on April 23, 2015).

2.5*		Indenture dated as of April 16, 2021 among Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. as Issuer, Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Chihuahua S.A. de C.V. and Aeropuerto de Monterrey, S.A. de C.V., as guarantors, and Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, as Common Representative, for Ps.2,500,000 thousand 7-year peso denominated notes (certificados bursátiles) issued on April 16, 2021.

2.d*		Description of the registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

3.1		Trust Agreement among GACN, Operadora Mexicana de Aeropuertos, S.A. de C.V. (now Servicios de Tecnología Aeroportuaria, S.A. de C.V.), or SETA, and Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

3.2		Amendment to the Trust Agreement among GACN, SETA, and Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

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Exhibit No.	****	Description


3.3		Voting Agreement among Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria, English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006 filed on July 2, 2007).

3.4		Trust Agreement among SETA, ADPM and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Fiduciario, with the appearance of GACN (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2015 filed on April 27, 2015).<br><br>

4.1		Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V. and Aeropuerto de Zihuatanejo, S.A. de C.V. (collectively, the “Concession Companies”), SETA, Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.2		Amendment to Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA, Constructoras ICA, S.A. de C.V. and Aéroports de Paris, with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.3		Agreement entered into among NAFIN, Aeroinvest, SETA and the Mexican Federal Government through the Ministry of Communications and Transportation with respect to certain provisions of the Participation Agreement, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.4		Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.5		Second Amendment to Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2015 filed on April 27, 2015).(i

4.6*		Third Amendment to Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, and SETA, English translation.

4.7		Lease Agreement among Aeropuerto Internacional de la Ciudad de México S.A. de C.V. and Consorcio Grupo Hotelero T2 S.A. de C.V. dated as of March 22, 2007 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2008 filed on June 11, 2009).

8.1		List of subsidiaries of GACN (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2018 filed on April 30, 2019).

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Exhibit No.	****	Description



11.1		Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006, filed on July 2, 2007).

12.1*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 30, 2021.

12.2*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 30, 2021.

13.1*		Certification of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 30, 2021.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Document.

* Filed herewith

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Table of Contents SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.


	GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.


	By:	/s/ Ruffo Pérez Pliego del Castillo
		Name: Ruffo Pérez Pliego del Castillo
		Title: Chief Financial Officer

Dated: April 30, 2021

*****

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Grupo Aeroportuario del Centro

Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Financial Statements for the Years Ended December 31, 2020, 2019 and 2018, and Report of Independent Registered Public Accounting Firm Dated April 26, 2021 F-1

Table of Contents Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements for the Years Ended December 31, 2020, 2019 and 2018


Table of contents		Page

Report of Independent Registered Public Accounting Firm		F-4

Consolidated Statements of Financial Position		F-8

Consolidated Statements of Income and Other Comprehensive Income		F-10

Consolidated Statements of Changes in Shareholders’ Equity		F-11

Consolidated Statements of Cash Flows		F-12

Notes to Consolidated Financial Statements		F-13

F-2

Table of Contents Index for Notes to Consolidated Financial Statements

Note	Description	Page
1	Nature of business operations	F-13
2	Significant event	F-13
3	Basis of presentation and consolidation	F-13
4	Significant accounting policies	F-17
5	Critical accounting judgments and key sources of estimation uncertainty	F-33
6	Cash and cash equivalents	F-35
7	Accounts receivable	F-35
8	Other accounts receivable and prepaid expenses	F-37
9	Property, leasehold improvements and equipment	F-37
10	Investment in airport concessions	F-38
11	Composition of GACN	F-41
12	Trade accounts payable	F-42
13	Payable taxes and other accrued expenses	F-42
14	Short-term debt	F-42
15	Long-term debt	F-43
16	Major maintenance provision	F-44
17	Labor obligations	F-45
18	Leases	F-48
19	Income taxes	F-50
20	Commitment and contingencies	F-52
21	Financial risk management	F-57
22	Shareholders’ equity	F-63
23	Accumulated other comprehensive income	F-65
24	Other Income	F-65
25	Related party balances and transactions	F-65
26	Operating segment data	F-67
27	Revenues	F-70
28	Cost of services	F-72
29	Subsequent event	F-72
30	Authorization for the issuance of the consolidated financial statements	F-72

F-3

Table of Contents

Report of Independent Registered Public Accounting Firm to the Shareholders and the Board of Directors of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V.

(Thousands of Mexican pesos)

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and subsidiaries (the Company) as of December 31, 2020, 2019 and 2018, the related consolidated statements of income and other comprehensive income, changes in shareholders’ equity and cash flows for the years then ended and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Our audits also comprehended the translation of Mexican peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 3f. to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside of Mexico.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 30, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Emphasis of Matter

We draw attention to Note 3d of the consolidated financial statements, which describes the effects of the outbreak of coronavirus disease (“COVID-19”) on the operations of the Company.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

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Table of Contents

challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of the investments in airport concessions, Hotel NH and Hotel Hilton Garden Inn cash generating units — Refer to Notes 4j, 10 and 18 to the consolidated financial statements

Critical Audit Matter Description

As of December 31, 2020, the book value of the cash generating units of investments in airport concessions, Hotel NH and Hotel Hilton Garden Inn (the “CGUs”) amounted to $10,229,656, $387,628 and $172,481, respectively.

The impact of the COVID-19 pandemic was an impairment indicator for the CGUs. The recoverable amount of the CGUs was determined based on their value in use, which used projections of estimated cash flows. The determination of estimated cash flows used for impairment testing required management to forecast future revenues. In particular, the forecasts of future aeronautical and hotel revenues incorporated estimation uncertainty, which was aggravated by the COVID-19 pandemic. In addition, market volatility added subjectivity to the determination of discount rates. A change in the forecasts of future passenger traffic and occupancy rates, as well as the discount rates, could have a significant impact on the recoverable amount of the CGUs. The recoverable amount of the CGUs exceeded their carrying values, and therefore, no impairment was recognized for the year ended December 31, 2020.

We identified the forecast of future revenues and the determination of the discount rates as a critical audit matter due to the uncertainty in the assumptions mentioned above. This required a high degree of auditor judgment and increased effort, including the involvement of our valuation specialists, in performing procedures to evaluate the reasonableness of the recoverable amounts of the CGUs.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues and the determination of the discount rates included, among others, the following:

●	We obtained an understanding and evaluated the Company’s methodology for determining the recoverable amount of the CGUs, including the process for developing the forecast of future revenues and the determination of the discount rates.
●	We tested the effectiveness of controls over impairment testing, including those over management’s forecasts of future passenger traffic and occupancy rates and determination of the discount rates.
---	---
●	We evaluated the reasonableness of management’s forecasts of passenger traffic and occupancy rates by:
---	---
o	Comparing projected passenger traffic and occupancy rates to historical information, including the recovery after a previous economic crisis.
---	---
o	Comparing projected passenger traffic to that used in the basis for formulating the recently negotiated Master Development Program.
---	---
o	Comparing occupancy rates to those included in operating plans with hotel partners.
---	---
o	Performing sensitivity analyses to projections of passenger traffic and occupancy rates.
---	---

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●	With the assistance of our valuation specialists, we evaluated the reasonableness of the discount rates by:
o	Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculation.
---	---
o	Developing a range of independent estimates and comparing those to the discount rates selected by management.
---	---

Major maintenance provision— Refer to Notes 4l and 16 to the financial statements

Critical Audit Matter Description

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican government in order to maintain the infrastructure in optimal working condition. This results in the recognition of a major maintenance provision liability to provide for the estimated cost of the Company’s obligation. As of December 31, 2020, the major maintenance provision liability was $1,317,985.

The estimated major maintenance costs are based on the Master Development Program (MDP) for the period 2021-2025, which was reviewed and approved by the government in 2020. Accordingly, the major maintenance provision was reviewed to reflect any changes in the Company’s obligations under the MDP.

We identified the accuracy and completeness of the major maintenance provision as a critical audit matter since the recently approved MDP provided a revised basis for the Company’s obligations. This had an impact on the nature and extent of audit effort to address the reasonableness of the major maintenance provision.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures to test the accuracy and completeness of the major maintenance provision included, among others, the following:

●	We obtained an understanding of the obligations included within the new development program by performing inquiries of operating personnel and performing analytical procedures by comparing to the prior MDP.
●	We tested the effectiveness of controls over the accuracy and completeness of the major maintenance provision.
---	---
●	We tested the completeness of the obligations included in the major maintenance provision by:
---	---
o	Reading the MDP to understand the Company’s obligations to maintain the infrastructure.
---	---
o	Comparing the obligations in the MDP to those included in the Company’s provision.
---	---
●	We tested the mathematical accuracy of obligations included in the major maintenance provision against the amounts included for such obligations in the MDP.
---	---

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ Jorge Omar Esquivel Romero

C.P.C. Jorge Omar Esquivel Romero

F-6

Table of Contents

México City, Mexico

April 30, 2021

We have served as the Company’s auditor since 2000.

F-7

Table of Contents Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Financial Position

(Thousands of Mexican pesos)


				Thousands of
				U.S. dollars
				(Convenience
				Translation
				Note 3 d)			December 31,
	****	Notes	****	2020		****	2020		****	2019		****	2018
Assets:
Cash and cash equivalents		6		U.S.$	148,619		Ps.	2,958,804		Ps.	3,429,873		Ps.	2,958,902
Other investments held to maturity					—			—			—			19,657
Accounts receivable, net		7			41,873			833,643			757,756			696,566
Recoverable taxes					27,243			542,365			295,768			112,665
Advance Payment for constructions to related parties		25			10,760			214,209			181,989			38,347
Advance Payments to contractors					5,788			115,233			102,776			93,169
Other accounts receivable and prepaid expenses		8			3,344			66,575			42,742			40,261
Total current assets					237,626			4,730,829			4,810,904			3,959,567

Non-current assets:

Property, leasehold improvements and equipment, net		9			135,643			2,700,469			2,647,101			2,670,262

Investment in airport concessions, net		10			513,828			10,229,656			9,267,111			8,566,656
Rights of use of leased assets, net		18			8,953			178,247			210,788			—
Other assets, net					1,739			34,621			44,053			77,060

Deferred income taxes		19			15,961			317,758			297,004			316,939

Total non-current assets					676,124			13,460,751			12,466,057			11,630,917
Total assets				U.S.$	913,750		Ps.	18,191,580		Ps.	17,276,961		Ps.	15,590,484

F-8

Table of Contents


		Thousands of
		U.S. dollars
		(Convenience
		Translation
		Note 3 d)		December 31,
	Notes	2020		2020		2019		2018
Liabilities and shareholders’ equity:
Current liabilities:
Current portion of long-term debt	15	U.S.$	151,366	Ps.	3,013,502	Ps.	36,851	Ps.	41,425
Current portion of major maintenance provision	16		22,280		443,570		151,554		224,982
Current portion of financial leases	18		1,334		26,553		72,320		12,948
Trade accounts payable	12		10,249		204,048		196,791		203,999
Payable taxes and other accrued expenses	13		18,594		370,188		590,262		515,160
Accounts payable to related parties	25		8,424		167,704		187,515		226,202
Total current liabilities			212,247		4,225,565		1,235,293		1,224,716

Non-current liabilities:
Long-term debt	15		75,188		1,496,886		4,506,758		4,543,169
Major maintenance provision	16		43,921		874,415		802,342		718,566
Guarantee deposits			17,617		350,738		387,656		312,196
Labor obligations	17		5,811		115,691		106,160		79,905
Financial leases			8,449		168,210		148,540		15,858
Deferred income taxes	19		6,722		133,828		202,717		184,147
Total non-current liabilities			157,708		3,139,768		6,154,173		5,853,841
Total liabilities			369,955		7,365,333		7,389,466		7,078,557

Commitment and contingencies	20

Shareholders’ equity	22
Contributed capital:
Common stock			15,110		300,822		301,739		303,394
Additional paid-in capital			1,496		29,786		29,786		29,786
			16,606		330,608		331,525		333,180
Earned capital:
Reserve for repurchase of shares			75,344		1,500,000		1,257,454		1,466,016
Retained earnings			443,257		8,824,666		8,121,937		6,534,804
Accumulated other comprehensive loss			(248)		(4,933)		4,194		13,178
			518,353		10,319,733		9,383,585		8,013,998
Controlling interest			534,959		10,650,341		9,715,110		8,347,178
Non-controlling interest			8,836		175,906		172,385		164,749

Total shareholders’ equity			543,795		10,826,247		9,887,495		8,511,927
Total liabilities and shareholders’ equity		U.S.$	913,750	Ps.	18,191,580	Ps.	17,276,961	Ps.	15,590,484

The accompanying notes are an integral part of these consolidated financial statements.

F-9

Table of Contents Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Income and Other Comprehensive Income

(Thousands of Mexican pesos, except per share data)


		Thousands of U.S.
		dollars
		(Convenience
		Translation
		Note 3 d)		For the years ended December 31,
	Notes	2020		2020		2019		2018
Revenues:
Aeronautical services	27	U.S.$	147,803	Ps.	2,942,558	Ps.	5,752,662	Ps.	5,140,052
Non-aeronautical services	27		58,820		1,171,039		1,819,605		1,625,497
Construction services	10		62,981		1,253,869		954,834		1,141,505
Total revenues			269,604		5,367,466		8,527,101		7,907,054

Operating costs and expenses:
Cost of services, excluding depreciation and amortization	28		38,474		765,958		954,207		977,896
Major maintenance provision	16		19,717		392,531		292,324		248,636
Cost of construction	10		62,981		1,253,869		954,834		1,141,505
Administrative expenses			26,022		518,059		542,664		563,151
Right to use airport facilities			10,006		199,202		363,561		319,180
Technical assistance fees	25		4,077		81,164		150,108		172,610
Depreciation and amortization			21,867		435,344		415,252		351,745
Other income, net	24		(7)		(129)		(1,155)		(205)
Total operating costs and expenses			183,137		3,645,998		3,671,795		3,774,518

Operating income			86,466		1,721,468		4,855,306		4,132,536

Interest expense			21,121		420,499		376,008		325,557
Interest income			(5,620)		(111,889)		(171,236)		(194,091)
Exchange loss, net			(3,994)		(79,522)		50,878		15,488
			11,507		229,088		255,650		146,954

Income before income taxes			74,960		1,492,380		4,599,656		3,985,582

Income tax expense	19		19,815		394,501		1,372,222		1,121,403

Consolidated net income for the year			55,145		1,097,879		3,227,434		2,864,179
Other comprehensive income (loss):
Items that will not be subsequently reclassified to profit or loss:
Actuarial gain (loss) on labor obligations	17 and 23		(655)		(13,039)		(12,834)		24,173
Income tax relating to actuarial loss (gain) on labor obligations	23		196		3,912		3,850		(4)
Total other comprehensive income (loss)			(459)		(9,127)		(8,984)		24,169

Total comprehensive income for the year		U.S.$	54,686	Ps.	1,088,752	Ps.	3,218,450	Ps.	2,888,348
Consolidated net income attributable to:
Controlling interest		U.S.$	54,968	Ps.	1,094,358	Ps.	3,219,798	Ps.	2,851,822
Non-controlling interest			177		3,521		7,636		12,357
		U.S.$	55,145	Ps.	1,097,879	Ps.	3,227,434	Ps.	2,864,179
Comprehensive income attributable to:
Controlling interest		U.S.$	54,509	Ps.	1,085,231	Ps.	3,210,814	Ps.	2,875,991
Non-controlling interest			177		3,521		7,636		12,357
		U.S.$	54,686	Ps.	1,088,752	Ps.	3,218,450	Ps.	2,888,348
Basic and diluted earnings per share of controlling interest		U.S.$	0.14090	Ps.	2.8038	Ps.	8.1984	Ps.	7.2483
Weighted average shares outstanding			390,313,970		390,313,970		392,736,827		393,446,466

The accompanying notes are an integral part of these consolidated financial statements.

F-10

Table of Contents Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Changes in Shareholders’ Equity

(Thousands of Mexican pesos, except share data (Note 22))


				Contributed capital									Retained earnings						Accumulated
	****		****			****			****	Total		****	Reserve for		****			****	other		****			****			****	Total non-		****	Total
		Number of					Additional			contributed			repurchase of			Retained			comprehensive			Total earned			Total controlling			controlling			shareholders’
		shares		Common stock			paid-in capital			capital			shares			earnings			income			capital			interest			interest			equity

Balance as of January 1, 2018		393,446,466		Ps.	303,394		Ps.	29,786		Ps.	333,180		Ps.	1,466,016		Ps.	5,281,662		Ps.	(10,991)		Ps.	6,736,687		Ps.	7,069,867		Ps.	159,448		Ps.	7,229,315

Dividends paid		—			—			—			—			—			(1,598,680)			—			(1,598,680)			(1,598,680)			(7,056)			(1,605,736)
Consolidated comprehensive income		—			—			—			—			—			2,851,822			24,169			2,875,991			2,875,991			12,357			2,888,348

Balance as of December 31, 2018		393,446,466		Ps.	303,394		Ps.	29,786		Ps.	333,180		Ps.	1,466,016		Ps.	6,534,804		Ps.	13,178		Ps.	8,013,998		Ps.	8,347,178		Ps.	164,749		Ps.	8,511,927

Repurchase of shares, net		(2,145,651)			(1,655)			—			(1,655)			(242,546)			—			—			(242,546)			(244,201)			—			(244,201)
Dividends paid		—			—			—			—			—			(1,598,681)			—			(1,598,681)			(1,598,681)			—			(1,598,681)
Increase in reserve for repurchase of shares		—			—			—			—			33,984			(33,984)			—			—			—			—			—
Consolidated comprehensive income		—			—			—			—			—			3,219,798			(8,984)			3,210,814			3,210,814			7,636			3,218,450

Balance as of December 31, 2019		391,300,815			301,739			29,786			331,525			1,257,454			8,121,937			4,194			9,383,585			9,715,110			172,385			9,887,495

Repurchase of shares, net		(1,189,259)			(917)			—			(917)			(149,083)			—			—			(149,083)			(150,000)			—			(150,000)
Increase in reserve for repurchase of shares		—			—			—			—			391,629			(391,629)			—			—			—			—			—
Consolidated comprehensive income		—			—			—			—			—			1,094,358			(9,127)			1,085,231			1,085,231			3,521			1,088,752

Balance as of December 31, 2020		390,111,556		Ps.	300,822		Ps.	29,786		Ps.	330,608		Ps.	1,500,000		Ps.	8,824,666		Ps.	(4,933)		Ps.	10,319,733		Ps.	10,650,341		Ps.	175,906		Ps.	10,826,247

The accompanying notes are an integral part of these consolidated financial statements.

F-11

Table of Contents Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria , S.A. de C.V.)

Consolidated Statements of Cash Flows

(Thousands of Mexican pesos)


	Thousands of U.S.
	dollars
	(Convenience
	Translation
	Note 3 d)		Year ended December 31,
	2020		2020		2019		2018
Cash flows from operating activities:
Income before income taxes	U.S.$	74,960	Ps.	1,492,380	Ps.	4,599,656	Ps.	3,985,582
Adjustments for:
Depreciation and amortization		21,867		435,344		415,252		351,745
Major maintenance provision		19,717		392,531		292,324		248,636
Decrease in allowance for doubtful accounts		921		18,342		(241)		(5,960)
Gain on sales of property and equipment		(270)		(5,380)		(1,162)		(205)
Present value of major maintenance provision		3,780		75,262		23,157		(23,392)
Interest income		(5,620)		(111,889)		(171,236)		(170,699)
Interest expense		17,341		345,237		352,851		325,557
Unrealized exchange rate fluctuation		(3,629)		(72,253)		44,007		53,013
		129,067		2,569,574		5,554,608		4,764,277
(Increase) decrease trade accounts receivable, net		(4,733)		(94,229)		(60,949)		(59,849)
(Increase) decrease recoverable tax		(12,386)		(246,597)		(183,103)		19,210
(Increase) decrease of repayment for contractors, other accounts receivable and prepaid expenses		(833)		(16,576)		(25,156)		4,740
Increase (decrease) trade accounts payable		371		7,384		(26,880)		61,653
(Decrease) increase payable taxes and other accrued expenses		2,435		48,472		41,367		(27,596)
Income taxes paid		(37,565)		(747,867)		(1,324,834)		(995,258)
Increase (decrease) related parties, net		(3,644)		(72,554)		(42,276)		97,093
Major maintenance provision		(5,209)		(103,704)		(305,133)		(139,320)
Increase guarantee deposits and labor obligations		(2,031)		(40,425)		88,880		(15,604)
Net cash flows from operating activities		65,472		1,303,478		3,716,524		3,709,346
Cash flows from investment activities:
Acquisition of property improvements		(7,936)		(157,992)		(57,103)		(211,230)
Other non-current assets		(3)		(65)		(753)		(4,230)
Proceeds from sale of property and equipment		270		5,380		1,162		205
Acquisition of improvements in concessioned assets		(64,476)		(1,283,642)		(1,086,426)		(1,071,828)
Other investments held to maturity		—		—		19,657		29,681
Interest received		5,620		111,889		171,236		169,029
Net cash flows used by investing activities		(66,525)		(1,324,430)		(952,227)		(1,088,373)
Cash flow from financing activities:
Loans obtained from related parties		2,104		41,895		14,700		46,550
Payment of long-term debt		(2,139)		(42,592)		(40,790)		(49,563)
Interest paid		(16,117)		(320,866)		(327,309)		(323,070)
Dividends paid		—		—		(1,598,681)		(1,605,736)
Financial leases payments		(2,879)		(57,325)		(50,180)		(8,644)
Repurchase of shares		(7,534)		(150,000)		(244,201)		—
Increase in non-controlling interest		—		—		—		—
Net cash used by financing activities		(26,565)		(528,888)		(2,246,461)		(1,940,463)
Net increase (decrease) in cash and cash equivalents		(27,618)		(549,840)		517,836		680,510
Effects of exchange rate changes on the foreign currency cash balance		3,957		78,771		(46,865)		(54,615)
Cash and cash equivalents at the beginning of the year cash balance		172,280		3,429,873		2,958,902		2,333,007
Cash and cash equivalents at the end of the year	U.S.$	148,619	Ps.	2,958,804	Ps.	3,429,873	Ps.	2,958,902

Non cash investing activities which are not reflected in the consolidated statements of cash flows:
Acquisition of property, leasehold improvements and equipment, including finance leases	U.S.$	12	Ps.	250	Ps.	593	Ps.	5,301
Acquisition of other assets		—		—		265		610
Acquisition of improvements in concessioned assets		1,474		29,342		29,068		22,094

The accompanying notes are an integral part of these consolidated financial statements

F-12

Table of Contents Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(In thousands of Mexican pesos, except otherwise indicated)

1. Nature of business operations

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. (“GACN” or the “Company”), is a direct subsidiary of Servicios de Tecnología Aeroportuaria, S. A. de C.V. (“SETA”), the ultimate parent company. GACN is a holding company, whose subsidiaries are engaged in the administration, operation, and use of 13 airports under a concession granted by the Mexican Government through the Ministry of Communications and Transportation. The airports are located in the following cities: Monterrey, Acapulco, Mazatlán, Zihuatanejo, Ciudad Juárez, Reynosa, Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón, and Zacatecas. The Company also generates revenue from hotel services provided by Consorcio Grupo Hotelero T2, S.A. de C.V. (the Terminal 2 NH Hotel) and Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V. (the Hilton Garden Inn Hotel), located at Terminal 2 of the Mexico City International Airport and at Monterrey International Airport, respectively.

The address of the Company’s corporate office is Patriotismo #201, 5th Floor, San Pedro de los Pinos, Mexico City, Zip Code 03800.

2. Significant event****s

2021-2025 Master Development Programs

On November 27, 2020, the 2021-2025 Master Development Programs for the 13 airports of the group were authorized by the Ministry of Communications and Transportation, through the Federal Civil Aviation Agency ("AFAC"). The Master Development Programs include major maintenance, minor expenses and capital investment for the expansion, improvement, modernization and maintenance of airport infrastructure and equipment according to national and international efficiency, operational and safety standards, considering the growth of estimated passenger traffic. The amount of the committed investment was Ps.11,979,621 in pesos with purchasing power as of December 31, 2019 (note 10).

GACN’s Annual Shareholders’ Meeting

At the Ordinary and Extraordinary General Stockholders’ Meeting held on July 7, 2020, the stockholders approved the cancellation of 3,659,417 series B shares representing the minimum or fixed capital stock. The shareholders also approved to increase the reserve for the repurchase of the Company’s shares to Ps.1,500,000, after taking into consideration the repurchase of shares during 2019 and the amounts used from January 1, 2020 to the day of the meeting.

3. Basis of presentation and consolidation

a.	Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), including amendments and interpretations, as issued by the International Accounting Standards Board (IASB).

F-13

Table of Contents b.Consolidated statement of financial position

According to the requirements of the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), GACN must present as part of its basic consolidated financial statements, a third year in the consolidated statement of financial position.

c.Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis; notwithstanding, fair value is disclosed in certain cases. In addition, the Company determines the fair value of certain financial instruments for disclosures purposes.

i)	Historical cost

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

ii)	Fair value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope IAS 2, and valuations that have some similarities to fair value but are not fair value, such as the value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1: Inputs are quoted prices for identical assets or liabilities that the Company can access at the measurement date;

Level 2: Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs are unobservable inputs for the asset or liability.

d.COVID-19

On March 11, 2020, the World Health Organization (WHO) declared a new strain of coronavirus (COVID-19) as a pandemic. COVID-19 resulted in travel restrictions imposed by governments of various countries, flight cancellations, and a marked decrease in demand for air travel by passengers, both domestically and internationally. On March 31, 2020, the Secretary of Health of the Government of Mexico issued a decree suspending all non-essential activities in Mexico until April 30, 2020, and on April 21, 2020, the suspension was extended to May 30 to mitigate the spread and transmission of COVID-19. Although under the March 31, 2020 decree, the airports were considered essential and remained in operation, passenger traffic suffered a severe drop because of the reduction in travel F-14

Table of Contents demand and in the supply of seats by airlines. On May 29, 2020, the Federal Government published a decree in which, beginning on June 1, a traffic light of epidemiological risk was established by regions (municipal or state) that determined the level of sanitary alert and the type of activities authorized to be carried out, which resulted in the beginning of a recovery trend in passenger traffic.

As a result of the impact of COVID-19, in 2020 the sum of aeronautical and non-aeronautical revenues decreased 45.7% in 2020 compared to the previous year.

e.Going concern

The consolidated financial statements have been prepared by management assuming that the Company will continue to operate as a going concern.

Derived from the uncertainty and duration of this pandemic, the Company analyzed, among others, the following considerations to determine that it will continue to operate as a going concern.

●	Despite the fact that COVID-19 has had a significant impact on the airline industry, by strongly reducing the demand for airline tickets and causing a consequent reduction in the capacity of seats offered by airlines, the Company generated a positive net income of $1,097,879.
●	A recovery in passenger demand is expected in 2021 and subsequent years, which will translate into an increase in the Company's revenue and profit levels.
---	---
●	Management considers that liquidity levels are healthy, and the Company's leverage is low.
---	---
●	The Company's credit ratings have not been downgraded since the beginning of the pandemic and as of the date of this report remain at the same level as they were in March 2020.
---	---
●	Management considers that it has adequate access to sources of capital and estimates that with the generation of resources from operations and its cash level, it will allow the Company to meet its operating, investment, and debt obligations.
---	---

Therefore, management believes that the Company will continue as a going concern for the foreseeable future.

f.Convenience translation

Solely for convenience of readers, peso amounts included in the consolidated financial statements as of December 31, 2020 and for the year then ended have been translated into U.S. dollar amounts at the exchange rate of Ps.19.9087 pesos per U.S. dollar, as published by Banco de México, Such translation should not be construed as a representation that the Mexican peso amounts have been, could have been or could, in the future, be converted into U.S. dollars at such rate or any other rate.

g.Reporting and functional currency

The Mexican peso, legal currency of the United Mexican States is the currency in which the consolidated financial statements are presented (reporting currency) and the Company’s functional currency. Transactions in currencies other than the peso are recorded in accordance with established policies described in note 4 b.

h.Consolidated statements of income and other comprehensive income

The Company chose to present the consolidated statement of income and other comprehensive income in a single statement, as well as presenting operating income in such statement in accordance with practices in the industry. Costs and expenses were classified according to their nature.

F-15

Table of Contents i.Statement of Cash Flows

The Company presents the cash flows from operating activities using the indirect method, in which the profit or loss is adjusted to reflect the effect of transactions that do not require cash flow, including those associated with investment or financing activities.

j.Principles of consolidation

The consolidated financial statements incorporate the financial statements of GACN and its subsidiaries. Control is achieved when GACN or its subsidiaries:

●	Have power over the investee;

●	Are exposed, or have rights, to variable returns from involvement with the investee; and

●	Have the ability to use their power to affect their returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

●	The percentage of the Company’s holding of voting rights relative to the percentage and dispersion of holdings of the other vote holders;

●	Potential voting rights held by the Company, other vote holders or other parties;

●	Rights arising from other contractual arrangements; and

●	Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of income and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

The income and each component of other comprehensive income are attributed to the Company’s owners and to the non-controlling interests.

The non-controlling interests in equity of subsidiaries are presented separately as non-controlling interests in the consolidated statements of financial position, within the shareholders’ equity section, and the consolidated statements of income and other comprehensive income.

The financial statements of companies that are included in the consolidation are prepared as of December 31 of each year.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. F-16

Table of Contents

Note 11 sets forth the entities that are consolidated on the financial statements and the information related thereto.

4. Significant accounting policies

The consolidated financial statements are prepared in accordance with IFRS. Preparation of financial statements under IFRS requires the Company’s management to make certain estimates and use assumptions to value certain of the items in the consolidated financial statements as well as their related disclosures required therein. The areas with a high degree of judgment and complexity or areas where assumptions and estimates are significant in the consolidated financial statements are described in note 5. The estimates are based on information available at the time the estimates are made, as well as the best knowledge and judgment of management based on experience and current events. However, actual results could differ from those estimates. The Company has implemented control procedures to ensure that its accounting policies are appropriate and are properly applied. Although actual results may differ from those estimates, the Company’s management believes that the estimates and assumptions used were adequate under the circumstances.

The consolidation requirements, accounting policies and valuation methods used in preparing the consolidated financial statements as of and for the year ended December 31, 2020 were the same as those applied in the consolidated financial statements for 2019 and 2018, except for the standards and interpretations described in paragraph (a) (I) included below, which were applicable to the Company and were effective during 2020.

F-17

Table of Contents

a.	Adoption of new and revised International Financial Reporting Standards

I.	Application of new and revised International Financing Reporting Standards (“IFRSs” or “IAS”) that are mandatorily effective for the accounting period beginning on or after 2020

In the current year, the Company applied new IFRSs issued by the IASB that are mandatorily effective for an accounting period beginning on or after January 1, 2020.

i.	Impact of the initial application of Interest Rate Benchmark Reform amendments to IFRS 9, IAS 39 and IFRS 7.

In September 2019, the IASB issued the Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7). These amendments modify specific hedge accounting requirements to allow hedge accounting to continue for affected hedges during the period of uncertainty before the hedged items or hedging instruments affected by the current interest rate benchmarks are amended as a result of the on-going interest rate benchmark reforms.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements.

ii.	Impact of the initial application of Covid-19-Related Rent Concessions Amendment to IFRS 16

In May 2020, the IASB issued Covid-19-Related Rent Concessions (Amendment to IFRS 16) that provides practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical expedient to IFRS 16. The practical expedient permits a lessee to elect not to assess whether a COVID-19-related rent concession is a lease modification. A lessee that makes this election shall account for any change in lease payments resulting from the COVID-19-related rent concession the same way it would account for the change applying IFRS 16 if the change were not a lease modification.

The practical expedient applies only to rent concessions occurring as a direct consequence of COVID-19 and only if all of the following conditions are met:

a.	The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
b.	Any reduction in lease payments affects only payments originally due on or before June 30, 2021 (a rent concession meets this condition if it results in reduced lease payments on or before June 30, 2021or increased lease payments that extend after June 30, 2021); and
---	---
c.	There is no substantive change to other terms and conditions of the lease.
---	---

F-18

Table of Contents

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements, since it did not receive rent concessions in the period.

iii.	Impact of the initial application of other new and amended IFRS Standards that are effective for the current year.

In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the Board that are effective for an annual period that begins on or after 1 January 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Amendments to References to the<br><br>Conceptual Framework in IFRS<br><br>Standards	The Company has adopted the amendments included in Amendments to References to the Conceptual Framework in IFRS Standards for the first time in the current year. The amendments include consequential amendments to affected Standards so that they refer to the new Framework. Not all amendments, however, update those pronouncements with regard to references to and quotes from the Framework so that they refer to the revised Conceptual Framework. Some pronouncements are only updated to indicate which version of the Framework they are referencing to (the IASC Framework adopted by the IASB in 2001, the IASB Framework of 2010, or the new revised Framework of 2018) or to indicate that definitions in the Standard have not been updated with the new definitions developed in the revised Conceptual Framework.<br><br><br><br>The Standards which are amended are IFRS 2, IFRS 3, IFRS 6, IFRS 14, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22, and SIC-32.

Amendments to IFRS 3 Definition of a business	The Company has adopted the amendments to IFRS 3 for the first time in the current year. The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and assets to qualify as a business. To be considered a business an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs.<br><br>The amendments remove the assessment of whether market participants can replace any missing inputs or processes and continuing to produce outputs. The amendments also introduce additional guidance that helps to determine whether a substantive process has been acquired.<br><br>The amendments introduce an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets.<br><br>The amendments are applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after 1 January 2020.

Amendments to IAS 1 and IAS 8 Definition of material	The Company has adopted the amendments to IAS 1 and IAS 8 for the first time in the current year. The amendments make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRS Standards.<br><br>The concept of 'obscuring' material information with immaterial information has been included as part of the new definition.

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The threshold for materiality influencing users has been changed from 'could influence' to 'could reasonably be expected to influence'. The definition of material in IAS 8 has been replaced by a reference to the definition of material in IAS 1. In addition, the IASB amended other Standards and the Conceptual<br><br>Framework that contains a definition of 'material' or refer to the term ‘material’ to ensure consistency.

II.	New and revised IFRS Standards in issue but not yet effective

At the date of authorization of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

IFRS 10 and IAS 28 (amendments)	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (3)
Amendments to IAS 1	Classification of Liabilities as Current or Non-current. (2)
Amendments to IFRS 3	Reference to the Conceptual Framework (1)
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use (1)
Amendments to IAS 37	Onerous Contracts – Cost of Fulfilling a Contract (1)
Annuals Amendments a IFRS cycle del 2018 – 2020	Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases.

1)	Effective for annual periods beginning on the January 1, 2022
2)	Effective for annual periods beginning on January 1, 2023
---	---
3)	Effective day has not yet been defined by the IASB.
---	---

Management does not expect that the adoption of these and modifications will have a significant impact on the consolidated financial statements of the Company.

b.	Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

c.	Cash and cash equivalents

Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.

d.	Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. F-20

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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All purchases or sales of financial assets in the ordinary course of business are recognized and derecognized on a trade date basis. Purchases or sales in the ordinary course of business are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

As of December 31 2020, 2019 and 2018, all of the Company’s financial assets have been recognized at amortized cost.

i)	Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

ii)	Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets at fair value through other comprehensive income are those whose business model is based on obtaining contractual cash flows and selling financial assets, in addition to their contractual conditions giving rise, on specified dates, to cash flows that they are only payments of the principal and interest on the outstanding principal amount. As of December 31, 2020, the Company does not have financial assets at fair value through other comprehensive income.

iii)	Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified at fair value through profit or loss when the financial asset is held for trading or it is designated as fair value through profit or loss. As of December 31, 2020, 2019 and 2018, the Company does not have financial assets at fair value through profit.

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Table of Contents Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial

recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

i)	Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

●	When there is a breach of financial covenants by the debtor; or
●	The information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).
---	---

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

ii)	Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

iii)	Write-off policy

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Table of Contents The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or bankruptcy proceedings. Any recoveries made are recognized in profit or loss.

iv)	Measurement and recognition of expected credit losses

According to IFRS 9, the Company recognize a provision of expected credit losses in the financial assets such as trade receivables and other financial assets. The expected credit losses on these financial assets are estimated from the initial recognition of the asset at each reporting date, using as a reference the past experience of the Company’s credit losses, adjusted for factors that are specific to the debtors or groups of debtors, the general economic conditions and an assessment of both, management and conditions existing as of the reporting date, including the time value of money where appropriate.

The measurement of expected credit losses is a function of the probability of default, loss due to a default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss due to a default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires, or when it transfers to another entity the financial asset and substantially all the risks and rewards of ownership of the asset.

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders’ meeting authorizes the maximum disbursement for the repurchase of shares to be used for this activity in each period between said meeting and the following, in which the application of results is approved and made.

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Table of Contents At the time of a purchase, shares are converted into treasury shares and become part of the shareholders’ equity at the purchase price; one part of the capital stock to the historical value, and the remainder to the reserve to repurchase shares.

Financial liabilities

All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL.

Other financial liabilities

Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.

When a financial liability measured at amortized cost is modified without a derecognition, the Company recognizes a gain or loss in the modification, which is calculated as the difference between the amortized cost at the date of the refinancing and the cash flows with the new terms of financing discounted at the effective interest rate of the original debt. In addition, when the Company refinancing the transaction and the previous liability qualifies to be derecognized, the costs incurred in the refinancing are recognized immediately in results at the date of the termination of the previous financial liability.

e.	Property, leasehold improvements and equipment, net

Expenditures for property, leasehold improvements and equipment acquired are carried at acquisition cost. Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property, leasehold improvements and equipment is calculated using the straight-line method over the useful life of the asset. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:


	****	Useful
		Life (years)
Improvement in leased assets		20
Machinery and equipment		10
Furniture and office equipment		10
Transportation equipment		4
Computer equipment		3.3

The depreciation of property, leasehold improvements and equipment is recorded in results.

Disposal of assets

The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset, and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.

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Table of Contents Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the subsequent write-off or derecognition of the assets replaced or renewed.

Construction in progress for leasehold improvement

Construction in progress for leasehold improvement is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.

Subsequent costs

Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.

f.	Leases

- As lessor

Leases for which the Company is a lessor are classified as financial leases or operating leases. Whenever the terms of the lease transfer substantially all risks and rewards of ownership in the lessee, the contract is classified as a financial lease. All other leases are classified as operating leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

- As lessee

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise in:

●	Fixed payments, (including in-substance fixed payments; ), less any lease incentives receivable;

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●	Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
●	The amount expected to be payable by the lessee under a residual value guarantees;
---	---
●	The exercise price of purchase options if the lessee is reasonably certain to exercise the options, and
---	---
●	Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
---	---

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

- The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

- The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

- A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Company did not make any such adjustments during the periods presented.

Right-of-use assets

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfer’s ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, Plant and Equipment’ policy.

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g.	Guarantee deposits

Guarantee deposits correspond to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized against services unpaid by tenants.

Additionally, certain agreements were entered into with airlines, which established escrow deposits paid by the airlines to guarantee their obligation for payment of the amounts collected from passengers for the Airport Use Fee (Tarifa de Uso de Aeropuertos or “TUA”) and other airport services. If the payment obligations are not met, the Company may immediately exercise the guarantees and utilize the funds. The aforementioned escrow deposits are recorded at cost.

h.	Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

i.	Investment in airport concessions

This item consists of the rights paid to manage, operate and, in certain cases make capital investments to 13 airports based on a concession granted by the Mexican Government through the Ministry of Communications and Transportation, and to use their facilities, for a 50-year term.

Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the Ministry of Communications and Transportation to each airport concessions, plus improvements made to each individual concession since the time of grant.

Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement. Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.

The Company classifies its concessioned assets as an intangible asset, including its improvements.

An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset, and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.

Investments in airport concessions are amortized on a straight-line basis over the term of the concession, which is 50 years, or from the date of capitalization of additions or improvements considering the remaining term of the concession.

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Table of Contents Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.

The Company classified current construction projects as part of improvements to concessioned assets in progress (contract assets).

j.	Impairment of tangible and intangible assets

Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any.

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

When an impairment subsequently reverses, the Company reverses a portion or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

The Company considers that each airport individually cannot be considered as a “cash generating unit” to determine the extent of the loss impairment, since the tender for the concession was made by the Mexican Government as a package of 13 airports. Therefore, licensees are obligated to operate them regardless of the results generated individually. Considering the above, the evaluation of a possible impairment loss is performed taking into account the net assets of the 13 airports taken as a whole, while the hotels and industrial park are evaluated individually.

k.	Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, (when the effect of the time value of money is material).

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Table of Contents The main provision recognized by the Company is for major maintenance for its concessioned assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.

l.	Major maintenance provisions

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican Government, in order to preserve the infrastructure in optimal working condition. The estimated major maintenance costs are considered in the Company’s Master Development Program, which is reviewed and updated every five years. The Company recognizes and measures the contractual obligations of major maintenance of infrastructure when accrued according to IAS 37 (Provisions, Contingent Liabilities and Contingent Assets) and IFRS Interpretation Committee 12 (Service Concession Arrangements), a portion is recorded as short-term and the remainder as long-term depending on the period in which the maintenance is expected to be performed. These contractual obligations to maintain and restore the infrastructure of airports are recognized as a provision in the consolidated statements of financial position and in the expenses of the current fiscal year, pursuant to estimates that are required to comply with the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. The carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as an expense. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates. Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.

In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a remeasurement of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.

m.	Income taxes

Income tax expense represents the sum of the tax currently and deferred tax. Current tax is determined based on taxable profit, which differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit.

Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carry forwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. F-29

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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the Master Development Program and the maximum rates for the period 2021-2025 approved by the Ministry of Communications and Transportation.

Current and deferred income taxes are recognized as income or expense in profit or net loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other shareholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.

Assets and deferred tax liabilities are offset when a legal right to offset assets with liabilities exists and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.

n.	Employee benefits

Short-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Certain subsidiaries are subject to payment of statutory employee profit sharing and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

As a result of the Income Tax Law of 2014, as of December 31, 2020, 2019 and 2018, the PTU is determined based on taxable income according to section I of article 9 of the same Law.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

Benefits from retirement and termination

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

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Table of Contents For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated financial statements with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

●	Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements)

●	Net interest expense or income
●	Remeasurement
---	---

The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefits is recognized at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.

o.	Revenue recognition

The revenues are recognized at the fair value of the consideration received or receivable, net of any discount. The Company applies a 5-step approach to revenue recognition:

●	Step 1: Identify the contract(s) with a customer
●	Step 2: Identify the performance obligations in the contract
---	---
●	Step 3: Determine the transaction price
---	---
●	Step 4: Allocate the transaction price to the performance obligations in the contract
---	---
●	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
---	---

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.

Aeronautical services

Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the Ministry of Communications and Transportation, which establishes a maximum rate for such aeronautical and F-31

Table of Contents complementary services provided at each airport. Such revenues are recognized when the related services are rendered.

With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see note 27).

Non-aeronautical services

Consist mainly of the leasing of commercial spaces in airport terminals (different from spaces occupied by airlines that are essential for their operation), revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (“NCPI”)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher (contingent rent). The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

The Company’s policy for recognition of revenue from operating leases is described in detail, in subparagraph g) of this note (the Company as lessor).

F-32

Table of Contents Hotel services revenues

Revenues are recognized when the services are rendered.

Construction services and costs of improvements to concessioned assets

Under IFRIC 12 (Service Concession Arrangements), the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the Master Development Program. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the Master Development Program, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services. The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the Master Development Program, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent, because the Company does not obtain any profit margin for the construction, and consider that the costs incurred are paid at market prices.

p.	Basic and diluted earnings per share

Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares.

5. Critical accounting judgments and key sources of estimation uncertainty

In applying the Company’s accounting policies, described in note 4, the Company’s management makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities in the consolidated financial statements. The estimates and underlying assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Adjustments to accounting estimates are recognized in the period in which the adjustment is made and future periods if the change affects both the current period and to subsequent periods.

a.Critical accounting judgments

Critical judgments, other than those involving estimations (see paragraph b), made by management throughout the process of applying the Company’s accounting policies that have a material effect on the consolidated financial statements, are presented below.

●	Evaluation of the existence of control on investments in subsidiaries (see note 11).
●	Defined benefit obligations to the Company’s employees are discounted at a rate set by reference to market rates at the end of the reference period of Mexican government bonds.
---	---
●	The Company is subject to transactions or contingent events over which it applies professional judgment to determine the probability of occurrence. Factors considered in this determination are the legal situation as of the date on which the estimation is made and the opinion of legal advisors.
---	---

F-33

Table of Contents b.Key sources of estimation uncertainty

Basic assumptions concerning the future and other key sources of uncertainty in the estimates made at the end of the reporting period, that have a significant risk of causing significant adjustments to the carrying amounts of assets and liabilities within the following financial year are as follows:

●

The Company performs an allowance for doubtful accounts analysis based on the expected credit losses required by IFRS 9, considering key factors such as the customers’ financial and operating situation, conditions of past due accounts and the economic conditions of the country. This estimate is reviewed periodically and the condition of past due accounts is determined considering the terms established in the agreements.

●	The Company’s long-lived assets correspond to concessions granted by the Mexican Government, properties, leasehold improvements and equipment. The Company reviews the carrying amounts of its long-lived assets to determine whether there are indications of impairment.

●	Despite of impact of the pandemic generated by COVID-19, the Company did not identify impairment with respect to the investment of the NH T2 Hotel recorded in improvements in leased assets, whose lease contract with Mexico City International Airport expires in 2029.

The Company determined the recoverable amount of the cash-generating unit corresponding to NH T2 by estimating the value in use, which uses cash flow projections based on projections over the remaining life of the lease until 2029, discounted at an after-tax discount rate of between 10.2% to 11.2%. Over the projection period, management considers an occupancy rate of 53% in 2021, gradually recovering to an average of 82% by 2024 onwards. It is also estimated that the average fare would exceed 2019 levels in 2022 and would be updated mainly with inflation thereafter. The Company's management, based on value in use calculations, has not identified any impairment as the recoverable amount exceeds the carrying value of the cash generating unit by approximately 27%. Management estimates that the value in use considering an average rate reduction of 16.7% or an occupancy rate 1,230 basis points lower than estimated during the projection period would equal the carrying value of the cash generating unit.

●

The Company’s management reviews the estimated useful lives of property, leasehold improvements and equipment at the end of each annual period. Based on detailed analyses, the Company’s management could modify the useful life of certain assets of property, leasehold improvements and equipment. The degree of uncertainty associated with estimates of useful lives is related to market changes, use of assets and technological development.

●	Determining the recoverability of deferred tax assets.

●

The Company’s management determines and recognizes, based on estimates, the major maintenance provision as per concession contracts with the Mexican Government to maintain and restore the airports’ infrastructure, which affects the results of periods ranging from the moment concession infrastructure becomes available for use through the date on which the maintenance and/or repair works are performed. The Company also calculates the appropriate discount rate for determining the present value of expected expenses that are required to meet its obligations. The short- and long-term classification of the provision is based on the best estimate of the Company of the period in which the work is expected to be carried out. There is also a judgment in determining the accounting policy of recognition of this provision.

Although these estimates were made based on the best information available as of December 31, 2020, 2019 and 2018 it is possible that future events may require the Company to modify (increase or decrease) the amounts in the coming years, which in such case would be applicable on a prospective F-34

Table of Contents basis by recognizing the effects of changes in estimates in the corresponding consolidated financial statements.

6. Cash and cash equivalents

Cash and cash equivalents are composed as follows:


		December 31,
	****	2020		****	2019		****	2018

Cash		Ps.	2,360,422		Ps.	2,916,936		Ps.	1,456,207
Cash equivalents:
Bank notes			598,382			512,027			630,537
Commercial paper			—			—			217,074
Money market investment funds			—			910			655,084
		Ps.	2,958,804		Ps.	3,429,873		Ps.	2,958,902

7. Accounts receivable

a. The balance of accounts receivable is as follows:


		December 31,
	****	2020		****	2019		****	2018
Receivables		Ps.	854,402		Ps.	766,748		Ps.	728,552
Allowance for doubtful accounts (note 7 b.)			(20,759)			(8,992)			(31,986)
		Ps.	833,643		Ps.	757,756		Ps.	696,566

Accounts receivables represent principally the passenger charges (TUA) paid by each passenger (other than diplomats, infants, and transit passengers) using the airports operated by the Company. These TUA are collected by airlines and subsequently paid to the Company. As of December 31, 2020, 2019 and 2018, amounts receivable for passenger charges amounted to Ps. 658,269. Ps. 625,246 and Ps.577,391, respectively.

The Company’s management considers that the carrying amount of accounts receivable approximates its fair value given their short-term nature. No interest income is generated by any short-term account receivable. As of December 31, 2020, 2019 and 2018, the balance of the allowance for doubtful accounts was Ps.20,759, Ps.8,992 and Ps.31,986 respectively.

The following tables set forth a percentage of the principal customers that compose the accounts receivable (before allowance for doubtful accounts) as well as the revenues generated from the Company’s principal customers, which may represent a potential credit risk for the Company if the counterparty had financial and operating difficulties that would prevent them from being able to settle amounts due to the Company.


		December 31,
	****	2020	****	2019	****	2018
		%	****	%		%
Accounts receivable:
Aeroenlaces Nacionales, S. A. de C. V.		33.00		21.16		23.76
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.		28.10		27.40		24.20
Aerolitoral, S. A. de C. V.		8.98		20.88		21.47
Aerovías de México, S. A. de C.V.		4.74		6.70		7.15

F-35

Table of Contents


		Year ended December 31,
	****	2020	****	2019	****	2018
		%		%		%
Revenues by client:
Aerolitoral, S. A. de C. V.		10.49		13.26		14.99
Aeroenlaces Nacionales, S. A. de C. V.		21.07		17.79		16.84
ABC Aerolíneas, S. A. de C. V.		4.24		10.38		11.19
Concesionaria Vuela Compañía de Aviación, S. A. P. I. de C. V.		17.36		16.11		13.79
Aerovías de México, S. A. de C. V.		4.07		4.07		4.41

On June 30, 2020, Grupo Aeromexico, S.A.B. de C.V. and certain of its subsidiaries, including Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. entered into reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Law. As of December 31, 2020, and the date of issuance of the financial statements, both Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. are substantially current in their payments with the Company and continue to operate the Company's Airports.

During the last quarter of 2020, ABC Aerolíneas, S.A. de C.V. ceased operating at the Company's airports. The amount of accounts receivable from this customer at December 31, 2020 is not material.

b. The changes in the allowance for doubtful accounts are as follows:


		December 31,
	****	2020		****	2019		****	2018

Beginning balance		Ps.	8,992		Ps.	31,986		Ps.	38,223
Increases(Decrease)			18,342			(241)			(5,960)
Cancelation			(5,542)			—			—
Write-off			(1,033)			(22,753)			(277)
Ending balance		Ps.	20,759		Ps.	8,992		Ps.	31,986

The write-off of doubtful accounts is recognized once the Company has exhausted all means for collection of the account.

The movements in the estimate for customer impairment in 2020, with the expected loss model used by the Company, are presented below:


	****	Airports		****	Others		****	Total

Gross book value		Ps.	784,108		Ps.	28,251		Ps.	812,359
Collateral			1,584,553			8,048			1,592,601

Probability of default in range			0% - 100%			0% - 100%
Loss due to default range			0% - 100%			0% - 100%
Beginning balance of impairment of account receivable		Ps.	8,847		Ps.	145		Ps.	8,992
(Decrease) increase in the provision			15,156			3,186			18,342
Cancelations			(5,542)			—			(5,542)
Write-off			(1,033)			—			(1,033)
Ending balance		Ps.	17,428		Ps.	3,331		Ps.	20,759

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Table of Contents 8. Other accounts receivable and prepaid expenses

Other accounts receivable and prepaid expenses are comprised as follows:


		December 31,
	****	2020		****	2019		****	2018

Prepaid expenses		Ps.	59,033		Ps.	33,310		Ps.	27,296
Guarantee deposits			6,167			5,897			5,897
Others			1,375			3,535			7,068
		Ps.	66,575		Ps.	42,742		Ps.	40,261

9. Property, leasehold improvements and equipment

Property, leasehold improvements and equipment are as follows:


		December 31,
	****	2020		****	2019		****	2018
Net carrying value:
Land (see note 10)		Ps.	1,709,508		Ps.	1,709,508		Ps.	1,709,508
Leasehold improvements			854,829			786,085			783,221
Machinery and equipment			72,867			83,611			99,194
Furniture and office equipment			27,940			35,105			42,674
Transportation equipment			287			1,555			25,326
Computer equipment			2,838			2,212			4,930
Construction in progress for leasehold improvements			32,200			29,025			5,409
		Ps.	2,700,469		Ps.	2,647,101		Ps.	2,670,262


	****			****			****			****			****			****			****	Construction		****
								Machinery			Furniture									in progress of
					Leasehold			and			and office			Transportation			Computer			leasehold
Cost		Land			improvements			equipment			equipment			equipment			equipment			improvements			Total

Balance as of January 1, 2018		Ps.	1,709,508		Ps.	825,481		Ps.	201,114		Ps.	153,355		Ps.	61,043		Ps.	67,697		Ps.	22,341		Ps.	3,040,539
Acquisitions			—			53,347			2,293			5,444			1,038			1,102			104,038			167,262
Disposals			—			—			(321)			—			—			(666)			—			(987)
Transfers			—			120,970			—			—			—			—			(120,970)			—
Other			—			—			(127)			(687)			(351)			(402)			—			(1,567)

Balance as of December 31, 2018			1,709,508			999,798			202,959			158,112			61,730			67,731			5,409			3,205,247
Acquisitions			—			49,345			3,386			2,168			—			869			80,290			136,058
Disposals			—			—			—			(525)			—			—			—			(525)
Transfers			—			9,403			—			—			(34,283)			(430)			(55,656)			(80,966)
Other			—			—			—			(20)			(5,792)			(595)			(1,018)			(7,425)

Balance as of December 31, 2019			1,709,508			1,058,546			206,345			159,735			21,655			67,575			29,025			3,252,389
Acquisitions			—			—			8,380			440			—			3,973			134,821			147,614
Transfers			—			130,420			—			—			—			—			(130,420)			—
Other			—			—			—			(206)			—			(3,097)			(1,226)			(4,529)
Balance as of December 31, 2020		Ps.	1,709,508		Ps.	1,188,966		Ps.	214,725		Ps.	159,969		Ps.	21,655		Ps.	68,451		Ps.	32,200		Ps.	3,395,474

F-37

Table of Contents


	****			****			****			****			****			****	Construction in		****
								Furniture and									progress of
Accumulated		Leasehold			Machinery and		****	office			Transportation			Computer		****	leasehold
depreciation		improvements			equipment			equipment			equipment			equipment		****	improvements			Total

Balance as of January 1, 2018		Ps.	(164,892)		Ps.	(84,997)		Ps.	(106,242)		Ps.	(24,797)		Ps.	(58,214)		Ps.	—		Ps.	(439,142)
Depreciation			(51,685)			(18,902)			(9,883)			(11,630)			(5,655)			—			(97,755)
Disposals			—			134			—			—			666			—			800
Other			—			—			687			23			402			—			1,112

Balance as of December 31, 2018			(216,577)			(103,765)			(115,438)			(36,404)			(62,801)			—			(534,985)
Depreciation			(55,884)			(18,969)			(9,729)			(4,806)			(3,051)			—			(92,439)
Disposals			—			—			525			—			—			—			525
Other			—			—			12			21,110			489			—			21,611

Balance as of December 31, 2019			(272,461)			(122,734)			(124,630)			(20,100)			(65,363)			—			(605,288)
Depreciation			(61,676)			(19,124)			(7,720)			(1,268)			(2,532)			—			(92,320)
Disposals			—			—			—			—			—			—			—
Other			—			—			321			—			2,282			—			2,603

Balance as of December 31, 2020		Ps.	(334,137)		Ps.	(141,858)		Ps.	(132,029)		Ps.	(21,368)		Ps.	(65,613)		Ps.	—		Ps.	(695,005)

10. Investment in airport concessions

The Company has concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in central and northern regions of the country. Each concession is for 50 years from November 1, 1998. The term of each of the Company’s concessions may be extended by the Ministry of Communications and Transportation under certain circumstances for a period not exceeding 50 years. As operators of 13 airports the Company earns revenue from airlines, passengers, and other users for using the airport facilities. The Company also earns revenues for commercial activities carried out at the airports, such as leasing of space to restaurants and other shops.

Each airport concession agreement contains the following terms and basic conditions:

a.	The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements or maintenance of the related facilities in accordance with its five-year period Master Development Program, and to provide airport, complementary and commercial services.

b.	The concessionaire will use the airport facilities only for the purposes specified in the concession agreement, will provide services in conformity with the law and applicable regulations and will be subject to inspections by the Ministry of Communications and Transportation.

c.	The concessionaire must pay a concession tax for the right to use airport facilities (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

d.	The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares) has the exclusive right to supply fuel at the concessionaire’s airports.

e.	The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports.

The concession may be revoked if the concessionaire breaches any of its obligations established in the concession title, as established in Article 26 and 27 of the Mexican Airport Law and in the concession title. The breach of certain concession terms may be cause for revocation if the Ministry of Communications and Transportation has applied sanctions in three different instances with respect to the same concession term.

Since the concessionaire is part of an integrated economic group, the concessionaire and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V, they will respond jointly and severally to the Ministry of Communications and F-38

Table of Contents Transportation, regarding the obligations contained in each of the concessions granted and as indicated in the concession title.

The terms and conditions of each concession contract have been fulfilled in all important aspects during the years ended December 31, 2020, 2019 and 2018.

Investments in airport concessions include: improvements to concessioned assets, rights to use airport facilities, and airport concessions. The total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the fair value of the assets determined by an independent appraiser. At any airport concession where the cost exceeded the fair value, the excess was recognized within the airport concessions line item.

As of December 31, 2020, 2019 and 2018, the carrying value of the right to use airport facilities, airport concessions and improvement to concessioned assets classified as intangible assets are as follows:


		December 31,
	****	2020		****	2019		****	2018
Projects completed and in operation:
Airport concessions		Ps.	605,643		Ps.	605,643		Ps.	605,643
Rights to use airport facilities			3,356,762			3,356,762			3,356,762
Improvements to concessioned assets (see note 15)			8,594,136			7,331,450			6,165,810
Improvements to concessioned assets in progress			615,246			624,063			834,868
Accumulated amortization			(2,942,131)			(2,650,807)			(2,396,427)
		Ps.	10,229,656		Ps.	9,267,111		Ps.	8,566,656

The changes in investment in concessions are as follows:


		December 31,
	****	2020		****	2019		****	2018
Investment in airport concessions
Beginning balance		Ps.	11,917,919		Ps.	10,963,084			Ps.	9,821,579
Increase			1,253,868			954,835				1,141,505
Ending balance			13,171,787			11,917,919				10,963,084
Amortization of airport concessions:
Beginning balance			(2,650,807)			(2,396,427)				(2,173,162)
Increase			(291,323)			(254,380)				(223,266)
Ending balance			(2,942,131)			(2,650,807)				(2,396,427)
Net investment in airport concessions		Ps.	10,229,656		Ps.	9,267,111			Ps.	8,566,656

Master Development Plan – The Company is obligated to carry out maintenance, improvements to concessioned assets and acquire fixed assets according to the Master Development Program. As mentioned in note 2, the Master Development Program for 2021-2025 is Ps.11,979,621 in pesos with purchasing power of December 31, 2019 and Ps.12,586,901 in pesos with purchasing power of December 31, 2020, as updated with the National Producer Price Index (INPPIC) of the construction industry, in accordance with the F-39

Table of Contents concession contract, which is anticipated to be carried out as follows:

<br><br><br><br>
			Amount

Year
2021			2,565,502
2022			2,655,068
2023			2,620,741
2024			2,510,125
2025			2,235,465
			12,586,901

The Master Development Program for the previous five-year period 2016-2020, was for Ps. 4,445,653, with purchasing power as of December 31, 2014, and Ps.6,303,586 with purchasing power as of December 31, 2020, as updated with the INPPIC, in accordance with the concession contract. The amount pending to be exercised as of December 31, 2020 is Ps.264,783, which will be exercised until the projects are completed.

In 2009, the Company paid Ps.1,159,613 to acquire land strategically located adjacent to the Monterrey airport to allow for the airport’s future growth, including the construction of a second runway, which the Company intends to complete in the future.

On December 4, 2012, the Monterrey airport received authorization from the AFAC to include Ps.386,538 (amount expressed in nominal pesos of 2009) in investments as part of Master Development Program for 2011-2015. Additionally, during the 2011 Master Development Program revision, Ps.77,306 was included due to an extraordinary adjustment in its maximum tariff under the Master Development Program. The remaining investment to be recognized for a cost of Ps.695,759 (amount expressed in 2009 nominal pesos), has been included in the indicative periods 2026-2035 of the approved Master Development Program. This amount may not be recognized by the Ministry of Communications and Transportation in the future. The final recovery amounts are adjusted annually based on INPPIC.

The Company’s airports exclusively own the lands acquired, which are classified in the consolidated statements of financial position under the headings of property, leasehold improvements and equipment. The lands will remain classified under these headings until the negotiations with the AFAC have concluded. If the AFAC recognizes the land as part of the concession investment, it is estimated that the property will be transferred to the Mexican Government. At the time of such recognition, the Company shall derecognize the asset and recognize an inclusion of the same amount under investment in airport concessions (improvements in concessioned assets), which will be subject to amortization for the remaining period of the concession.

The Company’s improvements to the airport facilities can be recognized by the AFAC as part of the investment in airport concession. The cost of airport improvements recognized by the AFAC that are part of the Company’s investment in concession assets is “recovered” in the form of adjustments to the maximum rates that the Company may charge for aeronautical services, which are regulated by the AFAC.

F-40

Table of Contents 11. Composition of GACN

a.	The following tables set forth information about the composition of GACN as of December 31, 2020, 2019 and 2018:


	Place of	Number of subsidiaries
	incorporation and	December 31,
Principal activity	operation	2019, 2018, 2017
Airports	Mexico	13
Hotels	Mexico	2
Services	Mexico	9
		24

b.	The consolidated subsidiaries are as follows:^^


Name of subsidiary	Ownership Percentage	****
Airport services;
Aeropuerto de Monterrey, S. A. de C. V.	100	%
Aeropuerto de Acapulco, S. A. de C. V.	100	%
Aeropuerto de Mazatlán, S. A. de C. V.	100	%
Aeropuerto de Zihuatanejo, S. A. de C. V.	100	%
Aeropuerto de Culiacán, S. A. de C. V.	100	%
Aeropuerto de Ciudad Juárez, S. A. de C. V.	100	%
Aeropuerto de Chihuahua, S. A. de C. V.	100	%
Aeropuerto de Torreón, S. A. de C. V.	100	%
Aeropuerto de Durango, S. A. de C. V.	100	%
Aeropuerto de Tampico, S. A. de C. V.	100	%
Aeropuerto de Reynosa, S. A. de C. V.	100	%
Aeropuerto de Zacatecas, S. A. de C. V.	100	%
Aeropuerto de San Luis Potosí, S. A. de C. V.	100	%
Hotels and Services:
Operadora de Aeropuertos del Centro Norte, S. A. de C. V.	100	%
Servicios Aeroportuarios del Centro Norte, S. A. de C. V.	100	%
Servicios Aero Especializados del Centro Norte, S. A. de C. V.	100	%
OMA Logística, S. A. de C. V.^(1)^	100	%
Holding Consorcio Grupo Hotelero T2, S. A. de C. V.^(2)^	100	%

(1)	Includes subsidiaries with interest in; OMA VYNMSA Aero Industrial Park, S.A. de C.V (VYNMSA) of which the Company owns 51% of the shares, Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I de C.V. with 85% and Servicios Hoteleros Aeropuerto de Monterrey, S.A. de C.V. with 85%.
(2)	Provides hotel services and includes its subsidiaries: Servicios Complementarios del Centro Norte S.A. de C.V., with 100% of the shares, Consorcio Grupo Hotelero T2, S.A. de C.V. and Servicios Corporativos Terminal 2, S.A. de C.V. with 90% of the shares.
---	---

The Company has the majority of voting power at shareholders’ meetings of the subsidiaries and has control by virtue of its contractual right to appoint the board of directors of the companies, who are empowered to affect their relevant activities.

As of December 31, 2020, 2019 and 2018, the Company has not made investments in shares of any structured or investment-related entity.

F-41

Table of Contents 12. Trade accounts payable

Trade accounts payable consist of the following:


		December 31,
	****	2020		****	2019		****	2018
Suppliers and contractors		Ps.	107,507		Ps.	140,806		Ps.	155,904
Customer advances			91,841			43,102			39,877
Statutory employee profit sharing			4,700			12,883			8,218
		Ps.	204,048		Ps.	196,791		Ps.	203,999

13. P ayable taxes and other accrued expenses

Tax payable and other accrued expenses are comprised of the following:


		December 31,
	****	2020		****	2019		****	2018
Accrued expenses		Ps.	172,847		Ps.	202,363		Ps.	166,588
Taxes payable other than income tax			153,046			345,461			308,345
Accrued interest			44,295			42,438			40,227
		Ps.	370,188		Ps.	590,262		Ps.	515,160

14. Short-term debt

As of December 31, 2020 the Company has short-term credit lines available with financial institutions for Ps.650,000, which are not in use.

F-42

Table of Contents 15. Long-term debt

The long-term debt with credit institutions, debt issuances and other marketable securities before amortization of financing commissions and is comprised as follows:


	December 31,
	2020		****	2019		****	2018
Debt securities issued in the Mexican market on June 16, 2014, for Ps. 3,000,000, accruing interest at a fixed rate of 6.85%, for a 7-year term maturing on June 7, 2021. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA	Ps.	3,000,000		Ps.	3,000,000		Ps.	3,000,000

Debt securities issued in the Mexican market on March 26, 2013, for Ps. 1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA		1,500,000			1,500,000			1,500,000

Unsecured lines of credit with Private Export Funding Corporation (supported by Ex-Im Bank) in 2010 and 2011 for U.S. 25,365 thousand maturing on December 21, 2021. As December 31, 2020, 2019 and 2018, outstanding amounts were U.S. 678 thousand, U.S. 2,495 thousand and US. 4,583 thousand, respectively. Baggage screening equipment was pledged to secure the loan ⁽²⁾. The loan accrues interest at a three-month London Interbank Offered (“LIBOR”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2020, 2019 and 2018, the interest rate was 1.49%, 3.15% and 4.04%, respectively.		13,503			49,575			90,156

Line of credit with UPS Capital Business Credit (supported by Ex-Im Bank) for U.S. 3,120,000. The amount was drawn down upon in April 20, 2014, and the line of credit terminates on January 25, 2019. As of December 31, 2018, the outstanding balance was, U.S. 156 thousand. The line of credit is secured by firefighting equipment ⁽¹⁾. The loan bears interest at three-month LIBOR plus 2.65 percentage point with quarterly principal payments. As of December 31, 2018, the interest rate was 5.44%.		—			—			3,067
Total long-term debt		4,513,503			4,549,575			4,593,223
Less:
Financing commissions		(3,115)			(5,966)			(8,629)
		4,510,388			4,543,609			4,584,594
Current portion long-term debt		(3,013,502)			(36,851)			(41,425)
Long-term debt	Ps.	1,496,886		Ps.	4,506,758		Ps.	4,543,169

All values are in US Dollars.

(1)	Carrying value amounts to Ps. 266,181, Ps. 275,095 and Ps.284,008 as of December 31, 2020, 2019 and 2018, respectively, and is recorded in improvements to concessioned assets (note 10). The Company is not authorized to grant such equipment as collateral in other loans or sell them to another Company.

Carrying values are Ps. 35,760 as of December 31, 2018, recorded as improvements to concessioned assets (note 10). The Company is not authorized to use these as collateral or sell them.

The movement of the initial balance to the final balance of the bank loans for the years ended December 31, 2020, 2019 and 2018 correspond to debt principal payments of $42,592, $40,790 and $49,563, respectively, and the exchange (loss) gain effects of Ps. $(6,520), Ps. 2,858, and Ps. 1,601, respectively. There is no new loan or other movement associated with these loans. F-43

Table of Contents

Maturity of long-term debt as of December 31, 2020, 2019 and 2018 is described in note 21.

Outstanding long-term loans include certain restrictive clauses such as, but not limited to, limiting bank loans to subsidiaries, pledge provision, tax payments, other obligations, disposal of fixed assets and other noncurrent assets, as well as the obligation to maintain certain financial ratios. For the years ended December 31, 2020, 2019 and 2018, these restrictions were met.

16. Major maintenance provision

The Company has the obligation to perform major maintenance activities in its airports. The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation, at the date of the accompanying consolidated financial statements at a discount rate of 7.89%, 8.00% and 9.67% as of December 31, 2020, 2019 and 2018, respectively.

As of December 31, 2020, 2019 and 2018, the composition and changes of the Company’s major maintenance provision was as follows:


		December 31,									December 31, 2020
	****	2019		****	Additions		****	Disbursements		****	Short-term		****	Long-term
Major maintenance of concessioned assets		Ps.	953,896		Ps.	467,793	^(1)^	Ps.	(103,704)		Ps.	443,570		Ps.	874,415


		December 31,									December 31, 2019
	****	2018		****	Additions		****	Disbursements		****	Short-term		****	Long-term
Major maintenance of concessioned assets		Ps.	943,548		Ps.	315,481	^(1)^	Ps.	(305,133)		Ps.	151,554		Ps.	802,342


		December 31,									December 31, 2018
	****	2017		****	Additions		****	Disbursements		****	Short-term		****	Long-term
Major maintenance of concessioned assets		Ps.	857,624		Ps.	225,244	^(1)^	Ps.	(139,320)		Ps.	224,982		Ps.	718,566

(1)	Includes Ps. 75,262, Ps. 23,157 and Ps. (23,392), recognized as interest cost (income) in the consolidated statement of income and other comprehensive income, for the unwinding effect of the present value calculation as of December 31, 2020, 2019 and 2018, respectively.

The provision for major maintenance as of December 31, 2020 reflects the update of such provision as a result of the approval in November 2020 of the Master Development Program for the period 2021-2025 as indicated in Note 2.

F-44

Table of Contents 17. Labor obligations

a. Defined contribution plans

The Company offers defined contribution plans for all employees who qualify. The plan assets are kept separate from the Company’s assets in funds kept in a trust under the control of trustees. If the employee leaves the plan before fully vesting, the trust will pay the employee up to 50% as of the fifth year in which he or she adhered to such plan and increase by 10% each year until reaching 100%.

The total contributions to these plans based on the specific rates in the plan amounted to Ps.894, Ps.967, and Ps.1,454 in 2020, 2019 and 2018, respectively. A total of Ps.175, Ps.133 and Ps.541 in 2020, 2019 and 2018, respectively, is pending of payment to the trust.

b. Defined benefit plans

This liability for employees derives from a pension plan, seniority premiums benefits and termination benefits.

Seniority premiums consist of a single payment equal to 12 days’ salary for each year of service based on the employee’s most recent salary, but without exceeding twice the current minimum wage established by law and the payments for the pension plan consist of an equivalent of 20 days for each year worked and 90 days based on the pensionable salary determined on actuarial calculations performed by external actuaries, using the projected unit credit.

As of December 2011, the pension plan was modified, establishing an early retirement from age 60 for all employees with at least 10 years of service to the Company.

The Mexican plans normally expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.


Investment risk		The present value of the defined benefit plan obligations is calculated using a discount rate that is determined by long-term government bond yields. To select the discount rate, the yield rate of the bond is considered, which is similar to the duration of the obligations of the Company’s labor liabilities. The average days on which benefit payments are due and not the days that the bonus is due to expire are taken in to account, which means that the discount rate depends on the expectation of the flow of payments of the benefits plan.

Interest risk		A decrease in the interest rate of the bonds may increase the liabilities of the plan, however, this is partially offset by an increase in the plan’s debt investment performance.

Longevity risk		The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk		The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

There are no additional retirement benefit plans for qualifying employees.

F-45

Table of Contents The actuarial calculation of the defined benefit obligation was calculated as of December 31, 2020, 2019 and 2018 by actuaries certified by the National School of Actuaries (Colegio Nacional de Actuarios de México). The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The principal assumptions used for the purposes of the actuarial valuations are as follows:


		Year ended December 31,					****
	****	2020	****	2019	****	2018	****
Discount rate (see note 5 a.)		7.40	%	8.00	%	9.00	%
Expected rate of salary increase		5.80	%	5.80	%	5.80	%
Average longevity at retirement age for current pensioners (years)		12		14		13
Inflation		4.00	%	5.00	%	4.00	%

The amounts recognized in the consolidated statement of income and other comprehensive income in respect of these defined benefit plans are as follows:


		Year ended December 31,
	****	2020		****	2019		****	2018
Service cost:
Current service cost		Ps.	8,276		Ps.	7,465		Ps.	7,467
Net interest expense			8,490			7,156			7,677
Reductions and liquidations advance			(9,131)			—			—
Components of defined benefit costs recognized in profit or loss			7,635			14,621			15,144
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions			2,653			(161)			(10,131)
Actuarial gains and losses arising from experience adjustments			10,386			12,995			(14,042)
Components of defined benefit costs recognized in other comprehensive income (loss)			13,039			12,834			(24,173)
Total		Ps.	20,674		Ps.	27,455		Ps.	(9,029)

The current service cost and the net interest expense are included in the employee benefits expense in the consolidated statement of income and in other comprehensive income.

The remeasurement of the net defined benefit liability is included in other comprehensive income.

The amount included in the consolidated statement of financial position arising from the Company’s obligation in respect of its defined benefit plans is as follows:


			December 31,
	****	2020				2019		2018
Present value of defined benefit obligations		Ps.		115,691	Ps.		106,160		Ps.	79,905

F-46

Table of Contents Movements in the present value of the defined benefit obligation in the current year are as follows:


		December 31,
	****	2020		****	2019		****	2018
Present value of defined benefit obligation as of January 1,		Ps.	106,160		Ps.	79,905		Ps.	127,479
Current service cost			8,276			7,465			7,467
Interest cost			8,490			7,156			7,677
Reductions and Liquidations advance			(9,131)			—			—
Remeasurement (gains)/losses:
Actuarial gains and losses arising from changes in financial and demographic assumptions			2,653			(161)			(10,131)
Actuarial gains and losses arising from experience adjustments			10,386			12,995			(14,042)
Benefits paid			(11,143)			(1,200)			(38,545)
Present value of defined benefit obligation		Ps.	115,691		Ps.	106,160		Ps.	79,905

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

●	If the discount rate increases (decreases) by 1%, the defined benefit obligation would decrease to Ps.17,706 (increase by Ps.10,053).

●	If the expected salary growth increases (decreases) by 1%, the defined benefit obligation would increase to Ps. 15,962 (decrease by Ps. 16,177).

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated statement of financial position.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

There was no change in the process followed by the Company to manage its risks from prior periods.

The average duration period of the benefit obligation as of December 31, 2020 is 11.78 years (2019: 13.97 years and 2018: 16.75 years).

F-47

Table of Contents Expected cash flows from pension plans and seniority premium benefits for the next 10 years are as follows:


	****			****	Seniority premium		****
Year		Pensions plan			benefits			Total
2021		Ps.	—		Ps.	845		Ps.	845
2022			—			961			961
2023			551			1,179			1,730
2024			9,837			1,420			11,257
From 2025 and subsequently			43,161			14,016			57,177
Total		Ps.	53,549		Ps.	18,421		Ps.	71,970

18. Right of use assets, net and lease liability

As lessee

Lease contracts entered into by the Company are as follows:

In October 2008, the Company acquired the shares of Consorcio Grupo Hotelero T2, S.A. de C.V. As a result of this acquisition, the Company assumed the commitments established in the lease agreement signed with the Mexico City International Airport for a period of 20 years, to construct, prepare and operate a hotel, and manage commercial areas at Terminal 2 of the Mexico City International Airport, establishing a minimum guaranteed income (“MGI”) of Ps.31,171 annually as rent, or a royalty of the 18% of the hotel’s revenue, whichever is greater. The MGI will be adjusted on an annual basis using the NCPI.

a.The following is a summary of the right-of-use assets and the lease liability



Cost	****	Buildings		****	Other		****	Total
Balance as of January 1, 2019		Ps.	213,342		Ps.	18,475		Ps.	231,817
Additions			10,732			5,508			16,240
Balance as of December 31, 2019			224,074			23,983			248,057
Additions			9,771			769			10,540
Decreases			(1,055)			(1,475)			(2,530)
Balance as of December 31, 2020		Ps.	232,790		Ps.	23,277		Ps.	256,067
Depreciation
Balance as of January 1, 2020		Ps.	(30,803)		Ps.	(6,466)		Ps.	(37,269)
Depreciation of the year			(31,463)			(9,885)			(41,348)
Decreases			-			797			797
Balance as of December 31,2020		Ps.	(62,266)		Ps.	(15,554)		Ps.	(77,820)

b.Amounts recognized in consolidated statement of profit or loss statement:


	****	2020		****	2019
Depreciation expense of right of use assets		Ps.	41,348			37,269
Interest expense on lease liabilities			22,431			22,983

F-48

Table of Contents c.The following is a summary of the lease liability:


	2020		****	2019
Maturity analysis:
Less than one year	Ps.	26,553			72,320
Greater than 1 year and less than 3 years		55,134			73,975
Greater than 3 years		113,076			74,565
Total	Ps.	194,763			220,860

The Company does not face a significant liquidity risk with respect to its lease liabilities. Lease liabilities are monitored through the Company's treasury department.

d.As of December 31, 2020 and 2019, the total cash outflow for leases amounted to Ps. 57,325 and Ps.57,061 (excluding items disbursed in excess of the IMG as variable participation), respectively.

As lessor

Revenues from operating leases

Mainly related to leases entered into by the Company, which are based on monthly rental payments that generally increase each year based on the NCPI, and/or the greater of a guaranteed minimum monthly rent plus a percentage of monthly income of the tenant. As of December 31, 2020, 2019 and 2018, the committed future rents to be received are as follows:


		Year ended December 31,
	****	2020		****	2019		****	2018
Duration:
Less than 1 year		Ps.	444,523		Ps.	546,671		Ps.	562,681
Greater than 1 year and less than 5 years			753,230			843,404			1,002,351
Greater than 5 years			118,256			161,109			240,584
Total		Ps.	1,316,009		Ps.	1,551,184		Ps.	1,805,616

Minimum lease payments in the table above do not include contingent rentals, such as increases by NCPI or increases by a percentage of the monthly income of the lessee. Contingent rental income recorded for the years ended December 31, 2020, 2019, and 2018 were Ps. 136,181, Ps. 229,727 and Ps. 204,172, respectively.

As a result of the impact generated by the COVID-19 pandemic, the Company granted certain discounts to commercial tenants during the second half of the year, which were subject to certain conditions. These discounts were granted based on the decrease in passenger traffic at the Issuer's airports during the period.

Accrued operating lease income is detailed in note 27.

F-49

Table of Contents 19. Income taxes

The Company is subject to Income Tax (“ISR”), whose tax rate was 30% for 2020, 2019 and 2018, and will continue to be 30% for later years.

a. Income tax are as follows:


	Year ended December 31,
	2020		2019		2018
Current ISR	Ps.	480,232	Ps.	1,329,867	Ps.	1,113,712
Deferred ISR		(85,731)		42,355		7,691
Income tax expense	Ps.	394,501	Ps.	1,372,222	Ps.	1,121,403

b. As of December 31, 2020, 2019 and 2018, the principal items comprising the balance of the deferred ISR asset (liability) were:


			December 31,
	2020		2019		2018
Liabilities:
Provisions, allowances and labor obligations	Ps.	244,982	Ps.	157,560	Ps.	163,406
Investment in airport concessions, property, leasehold improvements and equipment, net		(426,325)		(407,173)		(401,735)
Tax loss carryforwards ^(1)^		15,883		14,937		25,563
Recoverable tax on assets^(2)^		28,619		28,619		28,619
Others		3,013		3,340		—
Total liabilities	Ps.	(133,828)	Ps.	(202,717)	Ps.	(184,147)
Assets:
Provisions, allowances and labor obligations	Ps.	230,532	Ps.	205,834	Ps.	188,294
Investments in airport concessions, property, leasehold improvements and equipment, net		(172,806)		(184,649)		(179,805)
Tax loss carryforwards^(1)^		268,930		285,045		308,450
Others		(8,898)		(9,226)		—
Total assets	Ps.	317,758	Ps.	297,004	Ps.	316,939
Net deferred ISR asset	Ps.	183,930	Ps.	94,287	Ps.	132,792

(1)	As of December 31, 2020, 2019 and 2018, the Company recognized a deferred tax asset of Ps. 284,813, Ps. 299,982 and Ps. 334,013, respectively, corresponding to the tax losses generated by its subsidiaries. All subsidiaries of the Company expect to benefit from losses in future years based on projections of taxable income and various strategies with favorable tax consequences.

(2)	The Company recognized the IMPAC paid during 2002 through 2007. In 2013, the Company recognized the deferred tax asset, which it expects to recover subject to certain conditions established in the Income Tax Law. The updated amount as of December 31, 2020 was Ps. 28,619.

c. The changes in deferred tax during the year are as follows:


				December 31,
	****	2020		2019		2018
Beginning balance of deferred tax liability, net		Ps.	94,287	Ps.	132,792	Ps.	150,953
Deferred ISR in profit or loss			85,731		(42,355)		(7,691)
Recoverable tax on assets			—		—		(10,466)
Income tax effects recognized in other comprehensive income			3,912		3,850		(4)
Ending balance of deferred tax asset, net		Ps.	183,930	Ps.	94,287	Ps.	132,792

F-50

Table of Contents d. The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of net income before income tax is as follows:


			Year ended December 31,									****
	****	2020				2019				2018
		Amount		Rate %		Amount		Rate %		Amount			Rate %
Income before income taxes		Ps.	1,492,380			Ps.	4,599,656			Ps.	3,985,582
Current ISR			480,232				1,329,867				1,113,712
Deferred ISR			(85,731)				42,355				7,691
Income tax expense and effective rate		Ps.	394,501	26.43	%	Ps.	1,372,222	29.83	%	Ps.	1,121,403		28.14	%
Add effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes.			53,213	3.57	%		7,675	0.17	%		74,272		1.86	%
Statutory rate		Ps.	447,714	30.00	%	Ps.	1,379,897	30.00	%	Ps.	1,195,675		30.00	%

e. Each airport concession has received approval from the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to carry forward their tax losses up to the earlier of the date of which such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession. The base years and amounts as of December 31, 2020 are as follows:


	****	Tax loss
Year of Origin		carryforwards
2001		Ps.	5,999
2002			160,499
2003			197,796
2004			229,480
2005			28,073
2006			18,953
2007			78,672
2008			34,168
2009			5,648
2011			32,203
2012			56,125
2013			15,549
2018			5,370
2019			21,248
2020			25,011
		Ps.	914,794

f. In addition to the tax loss carryforwards of the airport concessionaires aforementioned, the Company has tax losses of other subsidiaries other than its concessionaires in the amount of Ps.34,826 the duration of which is 10 years under the Income Tax Law, and the expiration date of which is between 2020 and 2028.

g. In 2020, the Company utilized tax loss carryforwards in the amount of Ps.133,053.

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Table of Contents

i.	The balances of shareholders’ equity tax accounts as of December 31 are:


	****	December 31,
		2020		2019		2018
Contributed capital account		Ps.	4,694,822	Ps.	4,584,512	Ps.	4,458,342
Net consolidated tax profit account			3,144,619		2,878,878		1,684,563
Total		Ps.	7,839,441	Ps.	7,463,390	Ps.	6,142,905

j. Dividends paid from profits generated from January 1, 2014 to individuals residing in Mexico and residents abroad may be subject to additional income taxes of up to 10%, which shall be retained by the Company.

20. Commitment and contingencies

Commitment

Guarantor — In 2014 and 2013, GACN issued long-term debt securities for the amount of Ps. 3,000,000 and Ps. 1,500,000 with terms of 7 and 10 years, respectively, under the 2011 program. The Company and nine of its airports are guarantors of the debt securities and must provide a minimum guarantee equal to 80% of EBITDA. The debt securities of $3,000,000 are presented in the financial statements as short-term debt, given their maturity in June 2021.

Contingencies

**I.**Property Tax

In the past, various municipalities initiated certain administrative enforcement procedures against the Company for tax credits for property taxes on the real estate where the airports of said cities are located. The airports have filed nullity claims against said procedures, which are pending of resolution.

Acapulco Airport:

In February 2019, the Municipal Inspection Directorate notified the Acapulco Airport, S.A. de C.V. (“Acapulco Airport”) in a letter addressed to the Mexican Airport and Auxiliary Services Agency (“ASA”) requiring proof of payment of Ps.27,012 (period from the first quarter of 1996 to the first quarter of 2019) for property tax. In response to the request, the Acapulco Airport presented clarifying briefs to the authority informing that it was not properly addressed to ASA.

In May 2019, the Secretariat of Administration and Finance announced the agreement of the explanatory documents presented by the Acapulco Airport and noted that, having acquired the airport concession, the Acapulco Airport considered itself jointly and severally liable with respect to the tax credit required from ASA, so it was appropriate to require payment of the debt. A nullity claim was filed against this resolution and the Secretary of Communications and Transportation (SCT) was also called to trial as an interested third party.

In May 2019, the Municipal Inspection Directorate presented a notification at the Acapulco Airport's legal domicile, that directly attributed the tax credit indicated in subsection A) above to the Acapulco Airport, and required payment of Ps. 27,012 (period from the 1st two-month period of 1996 to the 1st two-month period of 2019) for property tax. A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.

As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuits are still in effect, since the judgment on the merits to resolve these cases is still pending. However, in the event that the resolution of the trial is not favorable to the Acapulco Airport, it is considered that the economic repercussion of the trial would be borne by the Federal F-52

Table of Contents Government, by virtue of the foregoing and given that the Acapulco Airport estimates an unfavorable resolution to be unlikely, it has not recorded any provision in relation to these lawsuits.

Culiacán Airport:

In November 2018, the Revenue Department of the Municipal Treasury of Culiacán in the State of Sinaloa notified a resolution that determined Aeropuerto de Culiacán, S.A. de C.V. (“Culiacán Airport”) a tax credit in the amount of Ps. 5,764 for urban property tax for the periods from the 4th quarter of 2013 to the 3rd quarter of 2018.

A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.

As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuits are still in force, since the judgment on the merits to resolve these cases is still pending. However, in case the resolution of the trial is not favorable for the Culiacán Airport, it is estimated that the economic repercussion of the trial would be borne by the Federal Government, due to the above and given that the Culiacán Airport considers it unlikely to obtain an unfavorable resolution, has not recorded any provision in relation to these demands.

Chihuahua Airport

In September 2019, the Municipal Treasury of Chihuahua determined Aeropuerto de Chihuahua, S.A. de C.V. (Chihuahua Airport) tax credits for property tax, corresponding to two cadastral keys segregated by the municipal authority.

By tax code 271-090-050, tax credits were determined for the period from the first two months of 1990 to the sixth quarter of 2014 for the amount of Ps. 95,411 and for the period from the first two months of 2015 to the fourth quarter of 2019 for the amount of Ps. 12,577.

Tax credits for the period from the second two-month period of 2013 to the sixth two-month period of 2014 for the amount of Ps. 2,091 were determined by cadastral code 271-090-051, and for the period from the first two-month period of 2015 to the fourth two-month period of 2020 for the amount of Ps. 3,449.

Nullity claims were filed against these resolutions, and the Secretary of Communications and Transportation was also called to trial as an interested third party. The trials are in process and no sentence has been passed. The procedural stages of the trials were completed and on August 20, 2020, November 24, 2020 and January 19, 2021, the rulings in favor of the airport were issued; the authority filed an amparo lawsuit to challenge two of the rulings issued, which are pending resolution.

As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuits are still in force, since the judgment on the merits to resolve these cases is still pending. However, in the event that the resolution of the judgments is not favorable for the Chihuahua Airport, it is considered that the economic repercussion of the same would be in charge of the Federal Government, by virtue of the foregoing and given that the Chihuahua Airport estimates an unfavorable resolution unlikely, no provision has been recorded in relation to these claims. F-53

Table of Contents Tampico Airport

In December 2019, the Directorate of Cadaster and Real Estate Taxes of Tampico, Tamaulipas, determined Aeropuerto de Tampico, S.A. de C.V. (“Tampico Airport”) a tax credit for property tax for the period from January 1999 to the date of the resolution (September 2019) in the amount of Ps. 18,840.

A nullity claim was filed against this resolution in February 2020, and the Secretary of Communications and Transportation was also called to trial as an interested third party. The procedural stages of the trial were completed and on December 17, 2020 a favorable ruling was issued in favor of the airport. The municipal authority may challenge the ruling, and therefore the favorable ruling for the airport has not yet become final.

As of the date of these consolidated financial statements, the contingencies are maintained due to the fact that the trial is still in force, since the judgment on the merits to resolve this case is still pending. However, in the event that the resolution of the trials is not favorable for the Tampico Airport, it is considered that the economic repercussion of the same would be the responsibility of the Federal Government, by virtue of the foregoing and given that the Tampico Airport considers an unfavorable resolution unlikely, no provision has been recorded in relation to these claims.

II. Amparo Trial related to the municipal licenses:

Chihuahua Airport.

In September 2019, the municipal authority of Chihuahua carried out verification visits at the commercial premises located at the Chihuahua Airport to request municipal operating licenses, likewise requiring the Chihuahua Airport to present its construction license.

A request for amparo was filed against such requirements by the Chihuahua Airport, challenging the visit order and the unconstitutionality of the municipal regulations applied. The court issued a ruling in favor of the Chihuahua airport, indicating that the commercial spaces of the Chihuahua airport are under federal not municipal jurisdiction. The municipal authority challenged the judgment and as of the date of the financial statements, the resolution has not been issued in that instance, so the judgment continues in force since the judgment on the merits has not caused status.

III.	Conflict related with ownership of certain lands

Ciudad Juárez Airport

On November 15, 1995, parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the Aeropuerto de Ciudad Juárez, S.A. de C.V. (“Ciudad Juárez Airport”) to reclaim the land (240 hectares), alleging that it was improperly transferred to the Mexican government. As an alternative to recovery of this land, the claimants also sought monetary damages of U.S.$120.0 million.

Within the trial, the Company challenged the claims of the claimant based on the legitimacy of the possession derived from the Concession Agreement granted by the Ministry of Communications and Transportation.

The Ministry of Communications and Transportation was called to trial in defense of the interests of the Mexican government.

F-54

Table of Contents On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez airport are inadmissible, and on October 21, 2017, the claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination. On July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs, requiring the Mexican government to pay restitution to the plaintiffs for their loss of property and in accordance with the lawsuit.

The Mexican government filed a direct claim to appeal the decision, and on May 3, 2018, a favorable decision was issued, revoking the appealed decision, pursuant to which the claimant must return the title and payments claimed. The decision of the amparo trial was also favorable to the Ciudad Juárez airport as co-defendant.

On May 25, 2018, the First Civil Chamber in Chihuahua issued, in compliance with the execution of the amparo decision, a new decision absolving the defendants of the payments claimed.

This decision was appealed by the claimant in a direct amparo trial, requesting the Supreme Court of Justice of the Nation (“SCJN”) to resolve the matter definitively by exercising its authority to assert jurisdiction. However, the SCJN resolved not to exercise the power of attraction to hear the matter and ordered the return to the Collegiate Court for the resolution of the amparo trial.

On January 2, 2020, the First Collegiate Circuit Court in Chihuahua issued the judgment in the amparo trial promoted by the plaintiff and denied the amparo requested by the plaintiff. Against the sentence, the plaintiff filed the appeal for review and the Collegiate Court ordered the file to be forwarded to the SCJN for resolution of the appeal. The review sentence is pending.

As of the date of the consolidated financial statements, the contingencies are maintained due to the fact that there is still no decision to resolve the trial. However, in the event that the judgment is not favorable to the Ciudad Juarez Airport, the economic impact of the trial will be borne by the Mexican government, as established in the concession title. The Ciudad Juárez Airport has not recorded any provision in connection to these claims given that it does not expect an economic impact, even in case of an unfavorable resolution.

Durango Airport

On March 5, 2020, the Company was notified of the lawsuit filed against Aeropuerto de Durango, S.A. de C.V. ("Aeropuerto de Durango"), the Ministry of Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of 40 hectares of the Durango Airport and claims the payment of compensation for the affected area, as well as the payment of damages for the undue use of the property.

The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of the financial statements, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to Durango Airport, it is considered that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. Durango Airport has not recorded any provision in connection with this lawsuit.

Reynosa Airport

On October 16, 2020, the Company was notified of the lawsuit filed against the AFAC, in which Aeropuerto de Reynosa, S.A. de C.V. ("Aeropuerto de Reynosa") was called as Interested Third Party. The nullity of the administrative resolution dated February 7, 2020 issued by the AFAC in the Appeal for Review filed by the plaintiff is demanded in order for the AFAC to study the plaintiff's petition and F-55

Table of Contents recognize that the legal requirements for the reversion of the expropriation of 2.6 hectares included in the expropriation decrees of 1970 and 1971 have been met.

Reynosa Airport appeared in the lawsuit and the continuation of the procedural stages is pending. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the AFAC.

IV.	Conflict related to the purchase-sale of land

Monterrey Airport

On May 14, 2015, Banco Mercantil del Norte, S.A. (Banorte), acting as trustee, filed a lawsuit against Aeropuerto de Monterrey, S.A. de C.V. (“Monterrey Airport”) in relation to the ownership of land previously acquired by the Monterrey Airport and whose book value in our financial statements as of December 31, 2020 amounts to Ps. 266,850.

Due to the lawsuit filed, the plaintiff exercised the plenary action for possession and claimed from the Monterrey Airport the legal non-existence of the sale documents, including the deed of sale of the property, the possession of the property allegedly owned by him, and the legal and material restitution of the claimed surface, with the improvements and rights that exist.

Monterrey Airport appeared at the trial and asked to call the company DIAV, S.A. de C.V., as a defendant in its capacity as seller of the property in conflict. In the eventual affectation that the sentence could cause, DIAV, S.A. de C.V. appeared in court.

On August 8, 2018, a final judgment of the trial was issued in which it was determined that the plaintiff did not prove his action and the claimed benefits were declared inadmissible. The plaintiff challenged this judgment by means of an appeal in both effects, likewise, the airport challenged the sentence, considering that the ruling incorrectly determined the lack of passive legitimacy of DIAV, S.A. de C.V.

On July 25, 2019, the judgment was issued within the appeal and the ruling was unfavorable for Monterrey Airport, in the first instance the sentence was revoked and the Monterrey Airport was ordered to pay the benefits claimed. On August 21, 2019, the Monterrey Airport filed a direct application for amparo against the judgment, which was admitted for processing and is pending resolution by a Collegiate Circuit Court. In that amparo trial, the execution of the claimed sentence was suspended.

The amount sought by the plaintiff is not quantified in the claim; however, it is maintained until the judgment of the amparo issued by the Monterrey Airport against the second instance judgment is definitively resolved. In the event that the resolution of the amparo judgment is not favorable for the Monterrey Airport, the economic repercussion must be borne by the seller of the land (DIAV, S. A. de C.V.), for which reason the Monterrey Airport has not recorded any provision in relation to with this claim.

IV.	Tax Credits

Acapulco Airport

On February 5, 2020, the Ministry of Finance of the State of Guerrero notified a tax credit against Aeropuerto de Acapulco, S.A. de C.V. (Aeropuerto de Acapulco) in the amount of Ps.24,813 for omitted ISR contributions and VAT payments for the period from January 1, 2015 to December 31, 2015. F-56

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The credit was challenged through the Recurso de Revocación (the “Recurso”) and on July 23, 2020 the resolution was issued declaring the nullity of the tax credit and ordering the authority to reinstate the procedure since the tax credit was determined within a procedure flawed from its origin. Acapulco Airport filed a nullity action against the resolution to the “Recurso” since it would allow the authority to correct the deficiencies of the procedure, without respecting the requirements and terms of the tax audit procedure.

The nullity lawsuit was admitted for processing and the authority appeared in the trial, the development of the procedural stages of the trial will continue. The Acapulco Airport has recorded a provision in relation to this claim.

21. Financial risk management

a. Significant accounting policies

The Company is exposed to risks that are managed through the implementation of systems and processes related to identification, measurement, limitation of concentration, and supervision. The basic principles defined by the Company in the establishment of its risk management policy are the following:

●	Compliance with Corporate Governance Standards.

●	Establishment, by each different business line and subsidiary, of risk management controls necessary to ensure that market transactions are conducted in accordance with the policies, rules and procedures of the Company.

●	Special attention to financial risk management, basically composed by interest rate, exchange rate, liquidity and credit risks.

Risk management in the Company is mainly preventive and oriented to medium and long-term, risks taking into consideration the most probable scenarios of the variables affecting each risk.

The details of the significant accounting policies and adopted methods (including recognition, valuation and basis of recognition of related income and expenses) for each class of financial asset, financial liability and equity instrument is disclosed in note 4.

b. Categories of financial instruments and risk management policies

The principal categories of financial instruments, are:


				December 31,
Financial assets	****	Risk classification	****	2020		****	2019		****	2018
Cash and cash equivalents and other investments held to maturity		Credit and interest rate		Ps.	2,948,804		Ps.	3,429,873		Ps.	2,978,559
Receivables, net		Credit and exchange rate			833,643			757,756			696,566

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		December 31,
Financial liabilities	Risk classification	2020		****	2019		****	2018
Short-term and long-term debt	Interest rate, exchange rate and liquidity	Ps.	4,513,503		Ps.	4,549,575		Ps.	4,593,223
Trade accounts payable^(1)^	Liquidity		204,048			196,791			203,999
Accrued interest	Liquidity		44,295			42,438			40,227
Short-term and long-term financial leasing	Liquidity		194,763			220,860			28,806
Accounts payable to related parties	Liquidity		167,704			187,515			226,202

(1)	Does not include the payments of employee statutory profit-sharing amounts, which were Ps. 4,700, Ps.12,883 and Ps. 8,218 as of December 31, 2020, 2019 and 2018, respectively.

Based on the nature of its activities, the Company is exposed to different financial risks, mainly as a result of its ordinary business activities and its debt contracts entered into to finance its operating activities. The Company’s corporate treasury department provides services to the operating units to coordinate the entry into domestic and international markets and monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (interest rate risk and foreign currency risk), credit risk and liquidity risk.

Periodically, the Company’s management assesses risk exposure and reviews the alternatives for managing those risks, supervising and managing the financial risks through internal risk reports which analyze exposures by degree and magnitude of risks. The Board of Directors sets and monitors policies and procedures to measure and manage the risks to which the Company is exposed, which are described below.

c. Market risk

Interest rate risk management — This risk principally stems from changes in the future cash flows of debt entered into at variable interest rates (or with short-term maturity and presumable renewal) as a result of fluctuations in the market interest rates. The purpose of managing this risk is to lessen the impact in the cost of the debt due to fluctuations in such interest rates.

As of December 31, 2020 and 2019, the Company had an approximate Ps. 4,513,503 and Ps. 4,594,575, respectively, in outstanding long-term debt, of which 99% had a fixed interest rate and 1.0% a variable interest rate. As of December 31, 2018, the Company had an approximate Ps. 4,593,223 in outstanding long-term debt, of which 98% had a fixed interest rate and 2.0% a variable interest rate.

The contracted credit lines have interest payments at a variable rate, which exposes the Company to interest rate risk as a result of fluctuations in market interest rates. The risk exposure is mainly caused by the variations that could occur in the three-month LIBOR rate.

The Company manages this risk by monitoring constantly the changes of such interest rates. In recent years, the three-month LIBOR has decreased. The three-month LIBOR was at its highest level on January 2, 2020 (1.91%) and its lowest level on December 9, 2020 (0.22%). Therefore, the Company has not entered into hedging instruments to hedge the risk of a rise in such interest rates. In the future, if the behavior of the referenced rates established in its debt instruments changes and trends upward, the Company may decide to enter into hedging instruments.

Due to the Interest Rate Benchmark Reform, the Company has closely monitored the market and the output of various industry working groups managing the transition to the new benchmark interest rate. This includes announcements made by the IBOR regulators. The regulators have made it clear that, at the end of 2021, it will no longer seek to persuade, or compel, banks to submit to IBORs. F-58

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For variable rate debt, the Company determined that modifications will not be necessary as the debt expires in 2021.

Sensitivity analysis for interest rates — The following sensitivity analysis is based on the assumption of an unfavorable movement of basis points in interest rates, in the indicated amounts applicable to each category of floating rate financial liabilities. The Company determines its sensitivity by applying the hypothetical interest rate (reference rate increased at the rate specified plus surcharge) for each category of financial liabilities accruing interest at a variable rate.

As of December 31, 2020, 2019 and 2018, the Company maintained long-term debt, including the current portion, which accrue interest at a variable rate, of Ps. 13,503, Ps. 49,575 and Ps. 93,223, respectively (see notes 14 and 15, which disclose the outstanding balances and interest rates of the Company’s financial instruments). A hypothetical, instantaneous and unfavorable 10% change in the three-month LIBOR interest rate applicable to the outstanding debt with variable rates would have resulted in an additional financing expense of approximately Ps. 40, Ps.179 and Ps.260 for 2020, 2019 and 2018, respectively. The increase was calculated for U.S. dollar debt based on the year-end exchange rate of each year (Ps.19.9087, Ps. 18.8727, and Ps. 19.6566 for 2020, 2019 and 2018, respectively).

Exchange risk management – The Company performs transactions denominated in foreign currency; consequently, it is exposed to exchange rate risks, which are managed within the parameters of established and approved policies. The main risk related to the exchange rate involves changes in the value of the Mexican peso against the U.S. dollar.

Historically, a portion of the revenues generated by the Company’s airports (mainly derived from TUA charged to international passengers) are linked to U.S. dollars, although such revenues are collected in pesos based on the average exchange rate of the previous month. Of the Company’s consolidated revenues (excluding construction services revenues), 13.20%, 15.95% and 15.69% were from TUA of international passengers in 2020, 2019 and 2018, respectively. Substantially all other revenues of the Company are denominated in pesos. Based on an appreciation of 10% of the peso against the U.S. dollar, the Company believes that its revenues would have decreased by Ps.54,293, Ps.120,798 and Ps.106,179 in 2020, 2019 and 2018, respectively.

An appreciation of the Mexican peso against the U.S. dollar would reduce the U.S. dollar-denominated revenues and the Company’s obligations under U.S. dollar-denominated debt when expressed in pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s U.S. dollar-denominated revenues and obligations under debt agreements when expressed in pesos.

For the year ended December 31, 2020, the peso depreciated against the U.S. dollar by 5.5%, relative to the exchange rates prevailing at the end of 2019.

Foreign currency sensitivity analysis – The following sensitivity analyses are based on an instantaneous and unfavorable change in exchange rates which affect the foreign currencies in which the Company’s debt is expressed. These sensitivity analyses cover all the assets and liabilities denominated in foreign currency. Sensitivity is determined by applying a hypothetical exchange rate change to those items, including the outstanding debt expressed in foreign currency.

As of December 31, 2020, 2019 and 2018, a hypothetical, instantaneous and unfavorable change of 10% in the exchange rate of the peso against the U.S. dollar, applicable in the Company’s asset (liability) positions net of U.S.$ 77,094, U.S.$69,149 and U.S.$53,944 (amounts in thousands) would have resulted in an estimated exchange (gain) loss of approximately Ps. (150,745), Ps.(130,503) and Ps.(106,035) as of December 31, 2020, 2019 and 2018, respectively.

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Table of Contents The carrying values of monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are as follows (amounts in thousands):


	Liabilities						Assets
	December 31,						December 31,
Currency	2020		2019		2018		2020		2019		2018
U.S. dollars	U.S.$	(4,095)	U.S.$	(10,059)	U.S.$	(13,185)	U.S.$	81,189	U.S.$	79,208	U.S.$	67,129

The transactions in thousands of U.S. dollars for the years ended December 31, 2020, 2019 and 2018, are as follows:


	December 31,
	2020		2019		2018
Technical assistance	U.S.$	3,766	U.S.$	7,954	U.S.$	8,781
Insurance		1,039		935		2,227
Purchase of machinery and maintenance		7,065		7,685		9,527
Software		2,152		443		437
Professional services, fees and subscriptions		1,786		702		2,147
Other		4,765		4,303		8,043

Pertinent exchange rate information at the date of the consolidated statements of financial position is as follows:


	December 31,
	2020		2019		2018
U.S. dollar exchange rate
As reported by the Mexican Central Bank	Ps.	19.9087	Ps.	18.8727	Ps.	19.6566

As of March 24, 2021, the exchange rate as reported by the Mexican Central Bank was Ps. 20.5788.

d. Credit risk

Credit risk management — Credit risk refers to the risk whereby one of the parties defaults on its contractual obligations, thereby generating a financial loss for the Company. The objective of this risk management is to reduce its impact by reviewing the solvency of the Company’s potential customers. The creditworthiness of uncollected amounts is periodically evaluated estimates of recoverable amounts are reviewed, resulting in reserves for those amounts whose recovery is considered doubtful, with corresponding entries to the statements of income and other comprehensive income in the period of review. The credit risk has historically been very limited.

The Company’s maximum credit risk exposure is presented in the amounts included in the table in subsection b) as well as within the past due but not impaired analysis of accounts receivable, included in note 7. The Company holds bonds and deposits that mitigate the credit risk, being the most relevant the guarantee deposits registered as a liability in the consolidated statements of financial position.

The Company adopted a policy to only carry out transactions with solvent parties and obtain sufficient collateral where appropriate as a means of mitigating the risk of financial loss due to possible default. The Company trades only with entities that have the best possible risk rating. The credit exposure is reviewed and approved by senior management committees of the Company. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by credit rating agencies. Financial instruments that potentially expose the Company to credit risk consist mainly of accounts receivable.

F-60

Table of Contents The customers balance is primarily comprised of TUA collected by airlines for each passenger traveling using air terminals and subsequently delivered to the Company. The Company has established three credit options: up to 60 days. These days are granted depending on the guarantee that the customer can provide. In case of default, customers will be subject to penalty interests and/or a legal collection process. For both credit customers and cash customers, there are established guarantees, which may include the following: trust, deposit, letter of credit, liquid credit, mortgage and collateral.

As of December 31, 2020, 2019 and 2018, the allowance for doubtful accounts, principally related with accounts receivable, are the amounts described in note 7.

e. Liquidity risk

Management of liquidity risk – This risk is generated by temporary differences between the funding required by the Company to fulfill business investment commitments, debt maturities, current asset requirements, etc., and the origin of funds generated by the regular activities of the Company and different types of bank financing. Also, different economic or industry factors, such as financial crises or suspension of operations of any airline could affect the cash flow of the Company. The objective of the Company in the management of this risk is to maintain a balance between the flexibility, period and conditions of credit facilities contracted to manage short, medium and long-term funding requirements. In this regard, the Company’s use of project financing and debt with limited resources described in note 14 and the short-term financing for working capital of current assets are significant. The Executive Committee of the Company is ultimately responsible for liquidity management. This Committee has established an appropriate framework for liquidity management guidelines. The Company manages its liquidity risk by maintaining reserves, adequate financial facilities and adequate loans, while constantly monitoring projected and actual cash flows and reconciling the maturity profiles of financial assets and liabilities. Additionally, as mentioned in note 14, the Company has available credit lines for working capital.

The following table shows the remaining contractual maturities of the Company’s financial liabilities with agreed repayment periods. This table has been prepared based on the projected non-discounted cash flows of financial liabilities at the date on which the Company will make payments. The table includes projected interest cash flows and capital repayments of financial debt included in the consolidated statement of financial position. To the extent that interest is accrued at variable rates, the non-discounted amount is derived from interest rate curves at the end of the reporting period. Contractual maturity is based on the earliest date when the Company must make the respective payment.


							2028 and
As of December 31, 2020	2021		2022-2024		2025-2027		subsequently		Total
Long-term debt	Ps.	3,013,502	Ps.	1,500,001	Ps.	—	Ps.	—	Ps.	4,513,503
Interest^(1)^		188,641		118,077		—		—		306,718
Trade accounts payable		204,048		—		—		—		204,048
Interest Payable		44,295		—		—		—		44,295
Lease Liabilities		26,553		168,210		—		—		194,763
Accounts payable with related parties		167,704		—		—		—		167,704
Total	Ps.	3,644,743	Ps.	1,786,288	Ps.	—	Ps.	—	Ps.	5,431,031

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							2027 and			****
As of December 31, 2019	2020		2021-2023		2024-2026		subsequently		Total
Long-term debt	Ps.	36,851	Ps.	4,512,724	Ps.	—	Ps.	—	Ps.	4,549,575
Interest^(1)^		308,630		306,760		—		—		615,390
Trade accounts payable		256,228		—		—		—		256,228
Interest Payable		42,438		—		—		—		42,438
Lease Liabilities		72,320		73,975		46,893		27,672		220,860
Accounts payable with related parties		187,515		—		—		—		187,515
Total	Ps.	903,982	Ps.	4,893,459	Ps.	46,893	Ps.	27,672	Ps.	5,872,006


							2026 and			****
As of December 31, 2018	2019		2020-2022		2023-2025		subsequently		Total
Long-term debt	Ps.	41,425	Ps.	3,051,798	Ps.	1,500,000	Ps.	—	Ps.	4,593,223
Interest^(1)^		309,877		596,259		19,680		—		925,816
Trade accounts payable		208,729		—		—		—		208,729
Interest Payable		40,227		—		—		—		40,227
Accounts payable with related parties		226,202		—		—		—		226,202
Total	Ps.	826,460	Ps.	3,648,057	Ps.	1,519,680	Ps.	—	Ps.	5,994,197

(1)	The projected interest is determined, in the case of obligations with a variable rate, based on LIBOR and assuming an exchange rate of Ps.19.9087, Ps. 18.8727 and Ps. 19.6566 (as of December 31, 2020, 2019 and 2018, respectively) per U.S. $1.00.

The amounts forming part of the debt contracted with credit institutions include fixed and variable rate instruments. Variable-rate financial liabilities are subject to change when variable interest rates differ from the estimated interest rates determined at the end of the reporting period based on their market value.

The Company expects to meet its obligations under its liabilities with its operational cash flows and resources received from the maturity of its financial assets. Additionally, the Company has access to lines of credit with certain financial institutions.

f. Financial instruments at fair value

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values due to their short-term maturities.

Financial liabilities

Long-term debt


December 31, 2020						December 31, 2019						December 31, 2018
Book value		****	Fair value		****	Book value		****	Fair value		****	Book value		****	Fair value
Ps.	4,513,503		Ps.	4,524,746		Ps.	4,594,575		Ps.	4,517,336		Ps.	4,593,223		Ps.	4,326,267


	Hierarchy of fair value as of December 31, 2020
	Level 1			Level 2			Level 3			Total
Financial liabilities:	****		****	****		****	****		****	****
Long-term debt^(1)^	Ps.	4,512,510		Ps.	12,236		Ps.	—		Ps.	4,524,746

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	Hierarchy of fair value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial liabilities
Long-term debt^(1)^	Ps.	4,371,570	Ps.	145,766	Ps.	—	Ps.	4,517,336


	Hierarchy of fair value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt^(1)^	Ps.	4,129,695	Ps.	196,572	Ps.	—	Ps.	4,326,267

(1)

The fair values of the financial assets and financial liabilities included in the level 2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties. The fair value of the financial liabilities included in Level 1, corresponds to stock certificates listed on the Mexican Stock Exchange.

22. Shareholders’ equity

a.	Subscribed and paid-in capital stock as of December 31, 2020, 2019 and 2018, is comprised of ordinary, nominal shares, composed as follows:


	December 31, 2020
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
	390,111,556	Ps.	300,822


	December 31, 2019
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	344,004,973	Ps.	265,269
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(2,470,158)		(1,905)
	391,300,815	Ps.	301,739


	December 31, 2018
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	344,004,973	Ps.	265,269
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(324,507)		(250)
	393,446,466	Ps.	303,394

b.	At the Ordinary Shareholders’ Meetings held on July 7, 2020, April 29, 2019 and April 28, 2018, the results for the years ended December 31, 2019, 2018 and 2017, respectively, were approved.

c.	During 2020 and 2019, 1,189,250 and 2,145,651 shares were repurchased, respectively, for amount of Ps. 150,000 and Ps. 244,201, respectively. In 2018, there were no shares repurchases or sales. As of December 31, 2020, 2019, and 2018, the market price per share was Ps. 128.39, Ps.141.83 and Ps. 93.65, respectively.

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Table of Contents As of December 31, 2019, and 2018, the Company had in treasury repurchased shares in the amount of Ps. 244,201 and Ps. 34,234 such amount is represented by 2,470,158 and 324,507 Series B Class I shares.

d.	At the Ordinary General and Extraordinary Shareholders’ Meetings held on July 7, 2020 the shareholders approved the following:
●	It was approved to increase the reserve for the repurchase of the Company’s shares to $1,500,000, for which the total amount used for the repurchase of shares during 2019 was transferred, as well as the amount used from January 1, 2020 to the date of the Meeting. Likewise, it was approved to exercise up to said amount, in the period between the date of this Meeting and the date of the Meeting that approves the results of the 2020 fiscal year.
---	---
●	The cancellation of 3,659,417 Series B shares for a notional value of $2,822 held in the Company's treasury was approved.
---	---
●	The decrease of the fixed portion of the Company’s capital stock to $300,822, representing a total of 390,111,556 common shares, of which 49,766,000 shares correspond to Series BB and 340,345,556 correspond to Series B shares.
---	---

e.	At the Ordinary General Shareholders' Meeting held on April 29, 2019 the shareholders approved the following:

◾	The payment of a cash dividend of Ps.1,600 million, to be paid in a single installment of Ps. 4.0633 per share (the amount effectively paid was Ps.1,598,680), corresponding to the shares outstanding less the treasury stock at the payment date (May 31, 2019);

◾	It was approved to increase the share repurchase reserve to Ps.1,500,000, for which Ps. 33,984 of retain earnings are transferred to the reserve.

f.	At the Ordinary General Shareholders’ Meeting held on April 23, 2018 the shareholders approved the following:

◾	The payment of a cash dividend of Ps.1,600 million, to be paid in a single installment of Ps. 4.0633 per share (the amount effectively paid was Ps.1,598,680), corresponding to the shares outstanding less the treasury stock at the payment date (May 30, 2018);

◾	A share repurchase reserve of Ps.1,466 million and authorized use of up to that amount to repurchase Series B shares during 2019 and until the next annual meeting approves the 2019 result.

g.	Shareholders’ equity, except restated paid-in capital and tax-retained earnings, will be income tax on dividends by the Company to the effect upon the distribution rate. Any tax paid on such distribution may be credited against income tax for the year in which the tax on dividends and the following two years, against the tax for the year and interim payments thereof is paid.

Retained earnings include the statutory legal reserve. Under the Mexican General Corporations Law, at least 5% of the year’s net profits must be placed in a legal reserve until the reserve equals an amount representing 20% of capital stock at par value. The legal reserve may be capitalized but may not be distributed unless the Company is dissolved, and must be replenished if it is reduced for any reason. As of December 31, 2020 and 2019 Ps. 60,729 and 2018 Ps.61,689, in each year.

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Table of Contents 23. Accumulated other comprehensive loss

Accumulated other comprehensive loss is as follows:


	Labor obligations
	Amount		Deferred taxes		Total
Balance as of January 1, 2018	Ps.	(15,679)	Ps.	4,688	Ps.	(10,991)
Movements of the year		24,173		(4)		24,169
Balance as of December 31, 2018		8,494	Ps.	4,684	Ps.	13,178
Movements of the year		(12,834)		3,850		(8,984)
Balance as of December 31, 2019		(4,340)		8,534		4,194
Movements of the year		(13,039)		3,912		(9,127)
Balance as of December 31, 2020	Ps.	(17,379)	Ps.	12,446	Ps.	(4,933)

24. Related party balances and transactions

a.	Advance payments for construction to related parties are as follows:


	December 31,
	2020		2019		2018
ICA Constructora de Infraestructura, S.A. de C.V.^(1)^	Ps.	7,964	Ps.	178,977	Ps.	28,363
ICA Constructora, S.A. de C.V. ^(1)^		90,204		—		6,859
Autovía Golfo Centro, S.A. de C.V. ^(1)^		110,312		—		—
VCD Construcción y Desarrollo, S.A.P.I. de C. V. ^(1)^		5,729		3,012		3,125
	Ps.	214,209	Ps.	181,989	Ps.	38,347

b.	The accounts payable with related parties are as follows:


	December 31,
Payable:	2020		2019		2018
Servicios de Tecnología Aeroportuaria, S.A. de C.V. (SETA) ^(1)^	Ps.	—	Ps.	80,504	Ps.	140,294
Operadora Nacional Hispana, S.A. de C.V.^(1)^		5,928		2,527		6,900
VCD Construcción y Desarrollo, S.A.P.I. de C.V.^(1)^		5,772		5,335		5,947
ICA Ingeniería S. A. de C. V.^(1)^		367		1,177		367
Actica Sistemas, S. de R.L. de C.V.^(1)^		3,971		3,972		5,588
Autovía Golfo Centro S.A. de C.V.		16,442		—		—
GGA Capital, S.A.P.I. de C.V.^(1)^		117,845		75,950		61,250
ICA Constructora de Infraestructura, S.A. de C.V.^(1)^		—		16,652		5,222
ICA Constructora, S. A. de C. V. ^(1)^		16,564		—		—
Grupo ICA Constructora. S.A. de C.V.^(1)^		794		794		—
Grupo Hotelero Santa Fe, S. A. de C. V. ^(1)^		21		604		634
	Ps.	167,704	Ps.	187,515	Ps.	226,202

(1)	Affiliated company

The balance payable to GGA Capital, S.A.P.I. of C.V. for Ps. 117,845, Ps. 75,950 and Ps.61,250 corresponds to short term loans as of December 31, 2020, 2019 and 2018, respectively. Loans generated interest at a 91-day TIIE rate plus 3.5 percentage points, the interest rate was 7.7430% and 10.1412% and 11.8500%, respectively.

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c.	The principal transactions with related parties performed in the normal course of business, are as follows:


	Year ended December 31,
	2020		2019		2018
Capital Expenditures:
Industrial warehouse	Ps.	100,194	Ps.	43,599	Ps.	94,938
Financial Leases:
Building		6,323		5,269
Expenses:
Payments from technical assistance received		81,164		150,108		172,610
Administrative services		35,450		43,196		69,887
Maintenance		2,705		1,887		226
Interests		5,365		4,507		5,037
Revenues:
Revenues from Leases		—		72		258
Concessioned Assets
Improvements and Major maintenance		564,563		553,405		359,736

Remuneration to directors and officers who sit on the Board of Directors and Executive, Audit, Corporate Governance, Finance and Sustainability Committees totaled Ps. 12,453, Ps.14,546 and Ps.23,950 for 2020, 2019 and 2018, respectively.

Employee Benefits – Employee benefits granted to key management personnel of the Company were comprised solely of short-term benefits of Ps. 73,711 Ps.58,989 and Ps.96,344 in 2020, 2019 and 2018, respectively.

Technical Assistance – On December 14, 2020, a Third Amending Agreement to the Technical Assistance and Technology Transfer Agreement with SETA was signed with a term through December 31, 2021, and automatic annual renewals thereafter. The annual consideration under the amendment is the greater of U.S. $ 3,766,000 (updated annually according to the U.S. consumer price index) and 3% of the Company’s consolidated EBITDA before payment of the technical assistance fee. For purposes of this calculation, consolidated EBITDA before technical assistance considers exclusively airport concessions and companies that directly or indirectly provide employee services to airports.

In 2019 and 2018 the variable part of the consideration for this concept was greater than the fixed part of US$3,661 (thousand) and US$3,517 (thousand). In 2020 no variable part was generated in excess of the fixed part of US$3,766 (thousand).

Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series “BB” shares) has the ability to appoint and remove the Company’s Chief Financial Officer, Chief Operating Officer and Commercial Director, the right to elect three members of the Company’s board of directors, and the right to veto certain actions requiring approval of the Company’s shareholders (including the payment of dividends and the right to appoint certain members of senior management). In the event of the termination of the technical assistance agreement, the Series “BB” shares will be converted into Series “B” shares resulting in the termination of these rights. If at any time after June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, such shares must be converted into Series “B” shares, which would cause SETA to lose all of its special rights. So long as SETA retains at least 7.65% of the Company’s capital stock in form of Series “BB” shares, all its special rights will remain in force.

SETA holds 12.8% of GACN outstanding capital stock in the form of Series “BB” shares and, additionally holds 1.9% in the form of Series “B” shares.

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Table of Contents 25. Operating segment data

The reportable segments are determined on the basis of which the Company internally reports its segment reporting to senior management for purposes of making operating decisions. Considering the same accounting basis described in note 4. The financial information of the holding company and its service companies, have been combined and included in the “other” column.


					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2020	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions

Metropolitan
Monterrey	Ps.	1,278,255	Ps.	479,322	Ps.	802,470	Ps.	122,507	Ps.	445,952	Ps.	6,479,365	Ps.	1,367,347	Ps.	823,103	Ps.	3,870,329
Tourist
Acapulco		117,218		27,159		29,409		44,780		21,587		1,414,504		449,606		29,561		1,257,321
Mazatlán		211,184		37,431		24,704		18,699		63,103		1,358,969		162,731		24,747		548,185
Zihuatanejo		98,645		18,360		45,984		19,091		12,961		623,522		130,925		45,984		553,611
Regional
Chihuahua		215,728		46,049		30,679		25,274		50,038		942,529		172,428		32,225		707,619
Culiacan		359,562		51,732		68,142		20,887		92,341		1,176,640		208,282		68,142		628,208
Durango		79,515		11,083		50,203		8,259		10,220		361,233		130,170		50,534		253,402
San Luis Potosi		108,045		28,508		58,189		21,569		34,648		764,159		507,738		58,189		677,976
Tampico		74,330		17,414		67,530		9,920		10,157		459,542		173,952		67,530		385,514
Torreon		94,892		17,425		12,233		10,605		23,661		427,761		145,686		12,233		288,688
Zacatecas		71,292		10,512		7,480		8,024		20,756		278,600		104,243		7,480		212,775
Border
Ciudad Juarez		199,685		37,736		27,949		12,717		60,241		685,696		251,677		32,311		376,574
Reynosa		58,010		11,500		55,366		9,553		9,171		724,866		445,447		55,366		596,461
Hotel
NH T2 Hotel		—		110,299		—		40,301		(8,609)		498,674		201,062		187		—
Hilton Garden Inn		—		32,614		—		11,430		(6,918)		297,470		31,397		3,628		—
Industrial Park:
VYNMSA		—		56,454		—		23,621		24,082		494,223		277,183		107,952		—
Other		—		2,671,873		—		36,688		1,621,773		18,275,746		6,327,815		10,945		—
Total		2,966,362		3,665,473		1,280,339		443,927		2,485,163		35,263,499		11,087,689		1,430,117		10,356,661

Eliminations		(23,804)		(2,494,434)		(26,470)		(8,583)		(763,696)		(17,071,919)		(3,722,356)		(28,634)		(127,006)

Consolidated	Ps.	2,942,558	Ps.	1,171,039	Ps.	1,253,869	Ps.	435,344	Ps.	1,721,468	Ps.	18,191,580	Ps.	7,365,333	Ps.	1,401,483	Ps.	10,229,656

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					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2019	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions

Metropolitan
Monterrey	Ps.	2,641,052	Ps.	726,685	Ps.	323,035	Ps.	111,020	Ps.	473,615	Ps.	5,715,147	Ps.	941,349	Ps.	331,393	Ps.	3,168,968
Tourist
Acapulco		227,954		40,241		63,102		43,286		53,812		1,419,091		452,731		63,333		1,269,386
Mazatlán		321,313		52,857		34,573		17,514		52,626		1,261,473		153,667		34,573		541,430
Zihuatanejo		191,512		25,596		22,876		18,660		43,614		605,929		122,048		22,876		524,549
Regional
Chihuahua		411,393		67,021		124,701		17,974		67,379		888,950		157,533		135,394		699,711
Culiacan		617,979		66,286		68,960		18,658		96,278		1,021,410		140,294		69,834		579,084
Durango		150,130		13,433		36,677		7,537		23,014		329,251		104,720		36,677		210,111
San Luis Potosi		174,340		35,631		110,743		12,857		27,938		736,196		470,919		110,743		639,981
Tampico		197,160		28,057		61,823		9,218		31,808		424,573		143,603		61,823		326,939
Torreon		201,446		23,683		18,343		9,883		31,658		394,575		129,541		18,639		285,823
Zacatecas		141,500		13,945		6,842		7,813		31,135		276,150		113,357		6,842		212,224
Border
Ciudad Juarez		380,271		55,990		17,650		11,799		61,374		602,764		211,678		31,452		362,169
Reynosa		113,515		18,240		112,031		8,189		26,375		676,207		400,642		113,242		549,139
Hotel
NH T2 Hotel		—		255,393		—		39,546		77,325		518,590		201,012		9,190		—
Hilton Garden Inn		—		103,474		—		11,382		32,345		301,362		34,001		82		—
Industrial Park:
VYNMSA		—		41,981		—		19,548		15,622		390,478		185,094		46,160		—
Other		—		5,651,607		—		50,368		4,891,268		17,432,325		6,554,142		3,194		—
Total		5,769,565		7,220,120		1,001,356		415,252		6,037,186		32,994,471		10,516,331		1,095,447		9,369,514

Eliminations		(16,903)		(5,400,515)		(46,522)		—		(1,181,880)		(15,717,510)		(3,126,865)		(46,522)		(102,403)

Consolidated	Ps.	5,752,662	Ps.	1,819,605	Ps.	954,834	Ps.	415,252	Ps.	4,855,306	Ps.	17,276,961	Ps.	7,389,466	Ps.	1,048,925	Ps.	9,267,111

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					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2018	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions

Metropolitan
Monterrey	Ps.	2,447,993	Ps.	649,393	Ps.	232,698	Ps.	103,454	Ps.	815,055	Ps.	5,350,950	Ps.	742,350	Ps.	282,514	Ps.	2,935,333
Tourist
Acapulco		182,663		34,279		279,099		33,125		43,460		1,415,909		467,444		279,099		1,246,261
Mazatlán		276,126		46,754		31,308		16,594		81,654		1,256,447		164,075		31,306		523,655
Zihuatanejo		167,578		22,934		13,534		18,266		43,595		617,071		117,245		13,587		518,134
Regional
Chihuahua		364,755		56,128		141,546		13,462		103,980		874,960		170,457		141,908		590,944
Culiacan		539,540		57,313		33,888		17,408		145,767		978,514		153,687		34,035		526,881
Durango		112,310		10,822		13,788		6,558		29,339		294,355		76,831		13,788		179,567
San Luis Potosi		167,030		30,275		231,726		8,711		39,665		635,811		385,551		231,726		540,721
Tampico		190,502		26,891		26,169		8,604		47,618		333,070		75,739		26,169		273,340
Torreon		184,396		22,655		19,990		9,426		48,883		352,659		111,946		19,990		276,164
Zacatecas		105,626		11,935		9,655		7,460		27,667		261,320		86,236		9,656		212,093
Border
Ciudad Juarez		310,892		45,287		9,096		11,631		89,551		496,472		153,823		9,096		353,807
Reynosa		106,867		14,810		144,830		7,909		30,104		567,054		309,368		153,562		443,771
Hotel
NH T2 Hotel		—		246,065		—		22,969		67,250		308,727		29,626		5,772		—
Hilton Garden Inn		—		100,051		—		10,840		28,973		248,633		7,260		5,208		—
Industrial Park:
VYNMSA		—		28,190		—		14,260		8,276		344,931		139,277		97,153		—
Other		—		4,433,390		—		41,068		4,135,788		15,504,577		6,069,798		5,616		—
Total		5,156,278		5,837,172		1,187,327		351,745		5,786,625		29,841,460		9,260,713		1,360,185		8,620,671

Eliminations		(16,226)		(4,211,675)		(45,822)		—		(1,654,089)		(14,250,976)		(2,182,156)		(45,822)		(54,015)

Consolidated	Ps.	5,140,052	Ps.	1,625,497	Ps.	1,141,505	Ps.	351,745	Ps.	4,132,536	Ps.	15,590,484	Ps.	7,078,557	Ps.	1,314,363	Ps.	8,566,656

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Table of Contents 26. Revenues

According to the General Airports Law on Airports and its regulations, Company revenues are classified as aeronautical services and non-aeronautical services.

Aeronautical services include those services provided to airlines and passengers as well as complementary services.

Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.

Revenues generated by aeronautical services are under a price regulation system administered by the Ministry of Communications and Transportation for airport concessions, which establishes a maximum rate (TM) for each year in a five-year period. The TM is the maximum amount of revenue per “work load unit” that may be earned at an airport each year from regulated sources. Under this regulation, a work load unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo.

Non-aeronautical services are not covered by the regulation system administered by the Ministry of Communications and Transportation. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.

Under the General Airports Law and its regulations, revenues generated from the operation of parking lots are considered aeronautical revenues. For purposes of these financial statements, such revenues are classified as non-aeronautical.

Following is a detail of the composition of revenues of the Company, using the classification established by the General Airports Law and its related regulations, with the exception of non-aeronautical revenues as mentioned in the preceding paragraph:


	Year ended December 31,
****	2020		2019		2018
Aeronautical services:
Domestic TUA	Ps.	1,857,551	Ps.	3,776,401	Ps.	3,382,198
International TUA		542,933		1,207,989		1,061,793
Landing charges		147,387		229,919		205,787
Platform for embarking and disembarking		90,257		150,055		136,852
Aircraft parking charges on extended stay or overnight		31,905		35,910		36,402
Domestic and international passenger and carry-on baggage check		29,688		62,970		54,570
Aerocars and jetways		19,920		48,074		47,956
Other airport services, leases and regulated access rights^(2)^		222,917		241,344		214,494
Total revenues from aeronautical services	Ps.	2,942,558	Ps.	5,752,662	Ps.	5,140,052

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	Year ended December 31,
	2020		2019		2018
Non-aeronautical services:
Commercial activities
Car parking charges	Ps.	126,818	Ps.	279,463	Ps.	244,461
Advertising^(1)(2)^		59,695		76,200		68,475
Retail operations^(1)(2)^		64,486		124,554		114,418
Food and beverage^(1)(2)^		87,499		144,374		120,828
Car rental operators^(1)(2)^		111,037		149,454		131,478
Time share developers^(1)(2)^		12,683		16,663		14,115
Financial services^(2)(3)^		7,853		10,367		9,255
Communication and services^(1)(2)^		17,800		16,006		15,551
Services to passenger		3,281		4,127		2,746
VIP lounges		36,538		51,176		36,649
Other services		44,300		43,542		36,607
Total revenue from commercial activities		571,990		915,926		794,583

Diversification activities:
Hotel services		141,890		357,032		344,307
OMA Carga		183,382		194,936		177,396
Real estate services		16,499		18,181		16,352
Industrial services		51,272		39,451		26,340
Other services		7,547		4,966		4,061
Total diversification activities		400,590		614,566		568,456

Complementary activities:
Leasing of space^(1)(2)^		85,729		83,477		74,887
Access rights		15,819		19,709		18,023
Documented baggage inspection		86,491		175,006		153,192
Other services (CUSS and CUTE)		10,420		10,921		16,356
Total of complimentary activities		198,459		289,113		262,458
Total revenue from non-aeronautical services	Ps.	1,171,039	Ps.	1,819,605	Ps.	1,625,497

(1)	These revenues are considered as commercial concessions.

(2)

Revenues from commercial concessions and complementary activities are generated principally based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) and/or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent are included under the caption “Commercial concessions” above.

Approximately 77%, of consolidated revenues for the years ended December 31, 2020 and 2019 and 2018 generated by the Monterrey, Acapulco, Mazatlán, Culiacán, Chihuahua, Ciudad Juárez, and San Luis de Potosí airports.

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Table of Contents 27. Cost of services

The cost of services is as follows:


	Year ended December 31,
	2020		2019		2018
Wages and salaries	Ps.	227,076	Ps.	242,237	Ps.	231,753
Maintenance		124,563		177,191		152,583
Security and insurance		134,774		161,351		170,549
Utilities (electric, cleaning and water)		122,961		177,250		210,158
Building lease		2,543		15,683		44,359
Allowance for doubtful accounts		17,738		(241)		(5,960)
Cost of hotel service		30,650		85,706		65,853
Employee statutory profit sharing		1,917		236		1,099
Equipment lease, fees and others		103,736		94,794		107,502
	Ps.	765,958	Ps.	954,207	Ps.	977,896

28. Subsequent event

Issuance OMA Debt

On April 16, 2021, the Company issued Ps. 3,500,000 through 5- and 7-year term debt securities in the Mexican market. The 5-year debt security, with a principal amount of Ps. 1,000,000, accrues interest at a variable rate of 28-day TIIE plus 75 basis points with principal amount to be paid at maturity on April 10, 2026. The 7-year debt security, with a principal amount of Ps. 2,500,000, accrues interest at a fixed rate of 7.83% with principal amount to be paid at maturity on April 7, 2028. The proceeds of the issuances were used to redeem, on April 19, 2021, the Ps. 3,000,000 debt securities maturing in June 2021 and will fund eligible investments under the Company’s Master Development Program.

2021 Annual Shareholders’ Meeting

29. Authorization for the issuance of the consolidated financial statements

The Company’s consolidated financial statements were authorized for issuance on April 30, 2021, by the Chief Executive Officer, Ricardo Dueñas Espriu and Ruffo Pérez Pliego del Castillo, General Director of Administration and Finance and, consequently do not reflect the events occurred after that date.

* * * * * * F-72

Exhibit 1.1

BYLAWS OF

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S. A. B. DE C.V.

ARTICLE ONE. Corporate Name.

The name of the Company is Grupo Aeroportuario del Centro Norte, which shall always be followed by the words “Sociedad Anónima Bursátil de Capital Variable”, or its abbreviation “S. A. B. de C.V”. The Company shall be governed, on matters not prevailed on these bylaws, by the Stock Market Law, the provisions issued in accordance to such law by the competent authorities and supplementary by the provisions of the General Law of Commercial Companies.

ARTICLE TWO. **** Purpose.

The purpose of the Company shall be:

To acquire shares, interests, or partnership interests in private entities or in entities with state participation, whether as founder or through acquisition of shares or interests in entities already established, dedicated to the administration, operation including the provision of airport services, complementary and commercial services, construction and/or exploitation of civil aerodromes and under the terms of the Airports Law and its implementing Regulation, as well as to participate in the capital stock of the entities that provide any type of services, and to vote its shares as required, always in a block for the same purpose, in accordance with these bylaws, or according to instructions given to it by the Board of Directors, the shareholders of the Company or any other person to whom such power has been granted under the terms of these bylaws; to sell, transfer or dispose of any of these shares or participation interests or other titles as permitted by law.

To receive from other Mexican or foreign entities, companies or individuals, and to provide to the companies in which it has an interest or participation or to other companies, entities or individuals, the services that may be required to carry out its purpose, including but not limited to, the technical consulting services in the industrial, administrative, accounting, marketing or finance areas related to the administration, operation, construction and/or exploitation of airports.

To request and obtain by any legal means, for itself or through its subsidiaries, concessions and permits to carry out the administration, operation, construction and/or exploitation of the airports, as well as for the provision of any other services necessary for the exploitation of such airports and the performance of any other activity that supports and be complementary to such purpose, including but not limited, to any warehousing activity, and any other activity complimentary to the services provided and that directly benefit such services,

as well as grant guarantees regarding such concessions and permits. Likewise, under the terms respectively set by the corresponding guidelines and the concession title, the entity may receive, for itself or though its subsidiaries, the income for the use of the infrastructure of the civil aerodrome, for the execution of contracts, for the services that provided directly, as well as for the commercial activities that it performs. As well, the company may provide handling services, warehousing and custody of goods in Bonded Warehouses according to the different forms provided by the Law of the matter, prior to obtaining the concessions and necessary authorizations for it; in the same way, the company may operate, coordinate, direct, supervise, and/or provide cargo and download services, and handle merchandise according to the Law of the matter.

4.	To obtain, acquire, use, license, or dispose of all type of patents, invention certificates of inventions, registered marks, trade names, copyrights or other rights regarding the same, whether in the United Mexican States or abroad.

To obtain all types of loans or credit arrangements with or without specific guarantees, and to grant loans to companies or civil entities regulated by the civil codes, entities, or individuals with whom the Company may have a shareholding relationship of more than 50% (fifty percent) of its voting capital stock or in which the Company controls the other (according to what is defined in the Sixth Article).

6.	To grant all types of guarantees and sureties for credits issued or responsibilities assumed by the Company or by entities in which the Company may have an interest or shareholding of more than 50% (fifty percent) of the voting capital stock or in those which the Company controls it in another manner (according to what is defined in the Sixth Article).

7.	To issue and subscribe all types of credits, to accept them and to endorse them, including responsibilities with or without in rem guarantees.

To issue unsubscribed shares of any class that make up the share capital held in the treasury stock of the Company for delivery through a corresponding subscription, as well as to enter into option contracts with third parties in whose favor the right to subscribe and pay in the shares that the Company issues for such purpose. Likewise, the Company may issue unsubscribed shares under the terms and conditions set forth in Article 53 (fifty-three) and other applicable articles of the Mexican Stock Market Law.

9.	To maintain, hold, sell, transfer, dispose of, or take on loan any type of assets, real or personal property, as well as the real property rights to them, that may be necessary or advisable to carry out its purpose or for the activities that the companies or civil code regulated entities in which the Company may hold an interest or participation.

10.	In general, to carry out and perform all those related, incidental or accessory acts, contracts, and transactions that are necessary or advisable to carry out the foregoing purposes.

ARTICLE THREE. Registered Address.

The registered address of the Company is Mexico City, Federal District. Nevertheless, it may establish offices, agencies, or branches in another part of the United Mexican States or abroad or submit itself to agreed addresses without it being implied that it has changed its registered address.

ARTICLE FOUR. Nationality.

The company has a Mexican nationality. Any foreigner that, at the time of incorporation or thereafter, acquires an interest or participation in the Company, shall be considered for this purpose as Mexican regarding the shares or rights that it acquires in the Company; the goods, rights, concessions, participations or interests in which the Company is the owner; and of the rights and responsibilities derived from the contracts to which the Company is a party, and it shall be therefore understood, that it is advisable to not invoke the protection of its Government, under penalty to the contrary of losing in favor of the Mexican nation, its rights or property that it would have acquired.

ARTICLE FIVE. Term.

The term of the Company is unrestricted.

**ARTICLE SIX.**Capital Stock .

The capital stock shall be variable. The minimum fixed share capital without right of withdrawal is $300,822,102.99 (Three Hundred Million, Eight Hundred Twenty-Two Thousand, One Hundred and Two 99/100 Mexican Currency.) represented by 390,111,556 (Three Hundred Ninety Million, One Hundred Eleven Thousand, Five Hundred Fifty-Six) registered ordinary Class I shares, without a par value, fully subscribed and paid-in. The variable portion of the capital stock is unlimited and shall be represented by the amount of registered ordinary Class II shares and shall have other specifications set by the shareholders meeting that resolves such issuance. Both classes of the capital stock of the Company shall be divided into two series of shares as follows:

1.	Series “B” shares. The Series “B” shares may be acquired by any person, including individuals, companies, or entities defined as foreign investors according to Article 2 (two) of the Foreign Investment Law, and

2.	Series “BB” shares. The Series “BB” shares are unrestricted and shall be issued according to Article 112 (one hundred and twelve) of the General Law of Commercial Companies, and may be acquired by any person, including individuals, companies, or entities defined as foreign investors according to Article 2 (two) of the Foreign Investment Law. According to

Article 112 (one hundred and twelve) of the General Law of Commercial Companies, the Series “BB” shares shall be subject to the following rules:

The shareholders of Series “BB” shall have the right to nominate 3 (three) members of the Board of Directors of the Company, and their alternates by majority vote of the shareholders representing this series, who shall have the rights and special authority as established in these bylaws. The special authority that corresponds to the shareholders of “BB” shares under the terms of these bylaws, or to the directors designated by them, including but not limited to, those referred to in Articles Ten, Eighteen, Nineteen and Forty-Four below, shall have no effect at the termination of the Technical Assistance and Technology Transfer Agreement mentioned in the immediately following subparagraph (c), in the terms and subject to the conditions established in such agreement so that it may be terminated without the necessity of modifying the present bylaws;

The Series “BB” shares may only be transferred upon prior conversion to Series “B” in accordance with the rules set forth in the Eleventh Article of these bylaws, unless (i) the holder of such Series “BB” shares is the Federal Government or any decentralized federal public administration body, or majority state owned entity, or (ii) they are transferred to a Related Party, that is not an individual, that complies with all that is established in point 3.2 of the call and bidding guidelines for the shares representing the capital stock of the Company, published in the Federal Official Gazette on December 17, 1999, and with notice given to the Secretary of Communications and Transports with at least 15 (fifteen) business days in advance of such circumstance, showing proof of compliance of the above mentioned requirements; and

Notwithstanding paragraph (b) above, the Series “BB” shares may be converted into Series “B” shares after 15 (fifteen) years have elapsed, commencing on June 8, 2000, the date on which the Company entered into the Technical Assistance and Technology Transfer Agreement with the holder of the Series “BB” shares (the “Strategic Partner”), provided that in a special shareholders meeting with fifty one percent (51%) of the Series “B” shareholders, that are not property of the Strategic Partner or a Related Party thereto, vote in favor of (i) approving the conversion, and (ii) solve not to renew the Technical Assistance and Technology Transfer Agreement. Nevertheless, in case the Strategic Partner at the expiration of the above referenced fifteen (15) year-term, holds Series “BB” shares, whether directly or indirectly, representing at least 7.65% (seven-point sixty five percent) of the capital stock of the Company, then such shares shall automatically be converted to Series “B” shares.

For purposes of these bylaws, a Related Party with respect to a specific person means: (i) the person or persons, whether individuals or entities,

that, directly or indirectly, are under the Control of the specific person, that have the direct or indirect capacity to exercise Control over the specific person, or that are under common control with the specific person, as the case may be; (ii) the persons with the capacity to determine the business policies of the specific person; (iii) in the case that such specific person is an individual, those individuals that have a familial relationship (whether by blood or marriage, including to the fourth degree) with such specific person; (iv) regarding the Company, the Strategic Partner; and (v) regarding the Strategic Partner, its shareholders and Related Parties (as defined in this paragraph) of them, as well as any person if applicable, that has entered into the Operating Agreement necessary for the Strategic Partner to in turn comply with its obligations under the Technical Assistance and Technology Transfer Agreement.

For purposes of the immediately preceding paragraph, “Control” means (i) the direct or indirect shareholding of 20% (twenty percent) or more of the voting capital stock of an entity; (b) the power to designate the majority of the members of a board of directors or the administrators of an entity; (c) the power to veto the decisions of the majority of shareholders or partners, or the right to require their vote to adopt resolutions in accordance with the laws that apply to the general shareholders meeting; or (d) the existence of commercial relationships that represent 15% (fifteen percent) or more of the total consolidated income of a person; and

Additionally, in case that the Technical Assistance and Technology Transfer Agreement is terminated in advance, the Series “BB” shares shall automatically convert into Series “B”.

At no time may foreign investment participate, whether directly or indirectly, in an amount that exceeds 49% (forty nine percent) of the capital stock of the Company, unless it obtains from the National Foreign Investment Commission a favorable resolution to the effect that such foreign investment exceeds 49% (forty nine percent) of such capital stock, in accordance with Article 19 (nineteen) of the Airports Law, and Article 8 (eight) of the Foreign Investment Law.

The Company may issue un-subscribed shares of any class that make up the capital stock held in the Treasury Stock of the Company for delivery upon subscription. The Class “II” shares that are held in Treasury and regarding which the Company grants options for their subscription and payment, shall be mandatorily converted to Class “I” shares upon the exercise and payment of these options by it or by the shareholders of the same, and consequently the minimum fixed capital stock of the Company shall be automatically increased and the Board of Directors shall, within 30 (thirty) days from the exercise of such options of the Class “II” shares of the Company, convoke an extraordinary shareholders meeting in which the modification to this Sixth Article is approved to reflect the minimum

fixed capital of the Company after the exercise of the above referenced option. Likewise, the company may issue unsubscribed shares under the terms and conditions set forth in Article 53 (fifty-three) of the Stock Market Law.

All common shares shall confer, within their respective series, equal rights and responsibilities to their holders. The share certificates and titles that support the shares must contain all those requirements set forth in Article 125 (one hundred twenty-five) of the General Law of Commercial Companies; may represent one or more shares and must be signed by a member of the Board of Directors appointed by the Series “B” shareholders and by one member of the Board of Directors appointed by the Series “BB” shareholders, and shall contain an exact transcription of this Article, as well as Articles Ten, Eleven, Twelve, Thirteen, and Fourteen of these bylaws.

In reference to shares deposited in an agency for deposit of securities, the Company may deliver multiple shares to such institution or one share that supports all or a portion of the shares that are the subject of the issue and deposit. In such case, the shares that represent them, shall be issued mentioning “for deposit” in the institution for the deposit of the securities in question, without requiring transcription of the name, address, or shareholder’s nationality in the document. When the company and the institution for the deposit of securities agree-on, shares without coupons adhered may be issued. In this case, the records issued by the institution will serve as such coupons for all legal effects in the terms of the Stock Market Law. The Company shall issue the corresponding definitive shares within a term of no longer than 180 (one hundred eighty) calendar days that has been agreed upon the issuance or exchange.

ARTICLE SEVEN. Registration.

The Company shall maintain a Registry Book of shares which may be maintained by the Company, by a Mexican credit institution or by an institution authorized to deposit securities that acts for and in the name of the Company as the Registration Agent, through which all of the transactions related to subscription, acquisition or transfer of shares must be registered and in which the names, domiciles and nationalities of the shareholders must be indicated, as well as, the information of those in whose favor the shares were transferred. Under the assumption that the shares representing the capital stock of the Company are traded on the securities market, such Registry Book shall be updated annually with those registries and records maintained for such effect by the depositary institution in which the Company’s shares are on deposit, in conformance with those applicable dispositions of the Securities Market Law.

The Registry Book shall remain closed during the periods comprising the third business day prior to the holding of any shareholders meeting until and including the date of such meeting, therefore, there shall be no inscription whatsoever in the Registry during such period.

The Company shall only consider as legitimate shareholders, those who are registered as shareholders in the Registry Book under the terms of Articles 128 (one hundred twenty-eight) and 129 (one hundred twenty-nine) of the General Law of

Commercial Companies and/or according to Articles 290 (two hundred ninety), 293 (two hundred ninety-three) and others that are applicable under the Stock Market Law.

**ARTICLE EIGHT.**Cancellation of the Registration.

Where the shares of the Company are registered in the National Securities Registry, under the terms of the Stock Market Law and the general regulations issued by the National Securities and Banking Commission, and resolves the cancellation of the registration of the shares of such Registry, whether by its own request or by resolution passed by the National Securities and Banking Commission, the company is obligated to perform a purchase public offer prior to the cancellation and under the terms of Article 108 (One Hundred and Eight) of the Stock Market Law.

Once the offer is made, the company is obligated to affect in a trust for a minimum period of sixth months, the necessary resources to purchase the shares not acquired by investors, at the same price of the offer made.

The person or group of persons that have the control of the company at the time of the public offering, shall be alternatively responsible with the company for the compliance of the provisions of this article.

The purchase public offering shall be adjusted to Articles 96 (Ninety-six), 97 (Ninety-seven), 98 (Ninety-eight), section I and II (First and Second), and Article 101 (One Hundred One), first paragraph of the Stock Market Law.

The Board of Directors of the Company, under the terms of 10 (ten) business days prior to the initial offering and after hearing the committee’s opinion, committee that performs matters related to companies’ practices, shall prepare, and deliver its opinion to the public investors through the corresponding stock market regarding the offering price and conflict of interests that, whether the case may be, the board members may have with respect to the offer. The Board’s opinion may be accompanied by another opinion issued by an independent expert, hired by the company.

The company may request the National Securities and Banking Commission an authorization to use a different basis to determine the offering price considering the financial situation and perspectives of the company, as long as there is an approval of the Board of Directors prior to an opinion of the committee that performs matters related to companies’ practices- containing the motives by which it is justified to establish a different price and supported by a report of an independent expert.

The modification of this Article of the bylaws requires the prior approval of an extraordinary shareholder meeting with a minimum quorum of 95% (ninety five percent) of the voting shares of the Capital Stock.

ARTICLE NINE. Repurchase of Shares.

The Company may, upon prior agreement from the Board of Directors, acquire the shares representative of its own capital stock or negotiable instruments that represent such shares, disregarding the prohibition established in the first paragraph of Article 134 (One Hundred thirty-four) of the General Law of Commercial Companies, as long as:

1.	Purchase is made through Bolsa Mexicana de Valores, S.A. de C.V. (the “Stock Market”);

2.	Purchase, and if appropriate, alienation in the Stock Market is carried out at market price, except in the case of public offerings or authorized auctions by the National Securities and Banking Commission;

Purchase is charged to its own shareholders equity in whose case may hold them without the need to perform a decrease in the capital stock or charged to the capital stock, in which case will be converted into non-subscribed shares preserved in the treasury without the need of a shareholders meeting. The company may convert shares acquired in the terms of the foregoing Article Nine to non-subscribed shares kept in the treasury. In any case, the company shall inform about the amount of the subscribed and paid capital when the authorized capital represented by issued and non-subscribed shares is advertized.

4.	The ordinary shareholders meeting expressly resolved for each fiscal year, the higher amount of funds that can be used to the purchase of its own shares or negotiable instruments representing such shares, with the only limitation that the sum of funds destined to this purpose, may never exceed the total net income of the company, including retained earnings;

5.	The company is up to date in payments of the obligations related to debt instruments issued and registered in the National Registry of Securities issued by the company; and

6.	The acquisition and alienation of shares or negotiable instruments representing such shares, under no circumstances may lead to exceeding the percentages referred to in Article 54 of the Stock Market Law, nor to fail compliance of the maintenance requirements from the listing of the stock market in which the securities are listed.

The treasury stocks and negotiable instruments representing such shares owned by the company, or the non-subscribed and issued shares kept in the treasury, may be placed to the public investors without the need of a shareholders meeting resolution, nor agreement from the board of directors. For purposes of this paragraph, the provisions of Article 132 of the General Law of Commercial Companies shall not apply.

As long as the company owns the shares, they shall not be represented or voted in shareholders meetings, nor exercise corporate or economical rights of any kind, nor shall be

deemed outstanding for purposes of determining the quorum and voting at shareholders meetings.

Legal entities that are controlled by the company shall not acquire, directly or indirectly, representative shares of the capital stock of the company, nor negotiable instruments representing such shares. Acquisitions made through investment companies are exempt from the above prohibition.

The provisions of this Ninth Article shall equally apply to acquisitions or alienations carried out on derivative financial instruments or optional securities underlying representative shares of the capital stock of the company that are paid in kind, in which case, point (1) and (2) of the Ninth Article shall not apply to the acquisitions or alienations.

Acquisitions and alienations referred in this article nine, the reports of such operations that shall be submitted to the shareholders meetings, the rules for disclosing information, the form, and the terms in which these operations are announced to the Mexican National Banking and Securities Commission, to the Stock Market, and to the public investors, shall be subject to the general provisions issued by the Mexican National Banking and Securities Commission.

ARTICLE TEN.

The shareholding by any person in the capital stock of the company shall not be subject to any restriction other than those set forth in the applicable law and these bylaws.

ARTICLE ELEVEN. Transmission of Series “BB” Shares.

The shares representing the Series “BB” can only be transmitted with the previous conversion to the corresponding Series “B” on the understanding that as long as the Technical Assistance and Technology Transfer Agreement executed with the Strategic Partner is in force and active, and can only be transmitted according to the following rules: (i) up to 51% (fifty one percent) of representative shares of Series “BB”, after the term of 7 (seven) years has elapsed commencing as of the acquisition date of the corresponding Series “BB” shares (the “Seven-years Waiting Term”); and (ii) up to 49% (forty nine percent) of representative Series “BB” shares can be transmitted in any time. After the Seven-Year Waiting Term, the Series “BB” shareholders will be able to alienate up to one eight of such 51% (fifty one percent) of the representative capital stock of series “BB” shares of their property, and in any moment such shareholder of the series “BB” shares may alienate or in any other form transfer without restrictions up to 49% (forty nine percent) of its shares, directly or indirectly in Series “BB” shares.

Subject to the limits established in the immediately preceding paragraph, Series “BB” shareholders that desire to convert them into Series “B” shares for later transmission, shall communicate their decision to the Board of Directors of the company, which within the following 15 (fifteen) business days, in case of its approval, shall exchange the corresponding share certificates.

ARTICLE TWELVE. Public Offer Transactions.

If the company trades its shares in the stock market and does it accordingly to the applicable legal provisions regarding carrying out a voluntary or compulsory acquisition public offering, the following shall apply:

The person or group of persons that pretend to purchase or reach through any means, directly or indirectly, the ownership of 30% (thirty percent) or more of the ordinary shares of the company, in one or several transactions of any nature, simultaneously or successive, shall be obligated to perform such purchase through a public offer in the terms of the applicable legal provisions and according to the following:

a.	The offer shall be extended to the different series of the company;

b.	The offered consideration shall be the same, regardless of the kind or share series.

The offer shall be made (i) for the capital stock percentage of the company equivalent to the proportion of ordinary shares intended to be acquired and relevant to the total of the same shares, or for the 10% (ten percent) of such capital stock, whichever is greater, as long as the offeror limit its final possession regarding the offer to a percentage that does not involve gaining the control, or (ii) for the 100% (on hundred percent) of the capital stock when the offeror pretends obtaining the control.

d.	The offer shall state the maximum number of shares offered, and if applicable, the minimum number offered in which acquisition is conditioned.

e.	The offeror shall not pay, deliver, or provide any service involving a premium or surcharge to the price offered to a person or group of persons linked to the intended recipient of the offer.

The limitation mentioned in this section (e) shall not include the payment for compensations arising from agreements executed and linked with the offer (including without limitation, transfer contracts, termination agreements or any other type of agreement the company should celebrate with the Strategic Partner regarding the agreements executed among such parties) that impose a person an obligation to perform or not to perform in benefit of the offeror or of the company, as long as such agreements were previously approved by the Board of Directors of the company, with the Audit Committee’s opinion, as well as revealed previously to the public investors.

2.	The acquisition public offers referred in point (1) above and (3) below, shall require approval from the majority of the members of the board of directors

appointed for each series of shares representative of the capital stock of the company.

In the case of the above point (1) above and in the case that through the performance of the public offer, the offeror intends to acquire the control of the company, the board of directors´ procedure for approval shall apply the provisions contained in section IV regarding shareholder meetings and shareholder rights from the Stock Market Law in what does not contradict to what is established in the Twelfth Article of this instrument.

For purposes of the foregoing, the following shall apply:

a.	The offeror shall notify the company through the Board of Directors, the terms, and conditions of the intended offer (the “Offer Notice”).

b.	Immediately upon receiving the Offer Notice, the Board of Directors shall (i) transmit to the stock market the relevant event in the terms of the applicable law, and (ii) make it available to all the shareholders.

c.	The Board of Directors shall prepare after listening the opinion of the company’s corporate practices Committee, an opinion about (i) the price and/or offered considerations, (ii) the other terms and conditions of the offer, and (iii) the conflict of interests that, if applicable, any of the members of the Board of Directors may have with respect to the offer.

d.	The Board of Directors may attach to the opinion referred to in sub-section (c), an independent expert opinion hired by the company.

e.	The Board of Directors shall announce to the public investors through the stock market, the opinions referred in sub-section (c) and (d) mentioned above within the following 3 (three) months as of receiving the Offer Notice.

f.	The members of the Board of Directors and the CEO of the company shall disclose to the public investors, together with the opinions referred in sub-section (c) and (d), if applicable, the decisions to be made with respect to the property of its shares.

If the Board of Directors approves the terms and conditions of the offer, the offeror shall obtain authorization (express or implied) from the Department of Communications and Transports (the “SCT”) with respect to the “change of control” prior initiating an acquisition public offer.

For purposes of the preceding paragraph only and in accordance with Article 23 of the Airports Law, when a person or group o persons owns 35% (thirty five percent) or more of the certificates representing the capital stock of the company, have the control over the shareholders meetings, is in the possibility to appoint the majority of the members in charge

of management, or by any other means controls de company, shall be deemed to have the control.

If the Board of Directors approves the terms and conditions of the offer, the rest of the acts necessary to continue with the offer shall be performed by the offeror. The abovementioned shall include without limitation, obtaining the corresponding governmental authorizations, as well as the carrying out the notices that according to the law are required.

For purposes of this twelfth article, and if necessary, the company shall collaborate with the offeror to obtain the authorizations and perform the corresponding notices.

If prior to the initial date of the public offer, the shareholders of the Series “BB” shares inform about their intention of accepting the offer (without being this an obligation to participate once the offer is made), the initiation of the same shall be conditioned to obtaining the corresponding authorizations from the SCT, as well as those regarding to the replacement of one of the partners of the Strategic Partner in their respective capacities as Mexican Partner or Airport Partner.

Notwithstanding the provisions of this article, the acquisition public offer shall not be necessary when:

1.	The acquisition or transmission of shares happens by inheritance, legacy or other provisions or instruments regarding “causa mortis”.

2.	The increase in the percentage of shareholding of any shareholder of the company is a consequence of a decrease in the number of shares circulating by a share repurchase by the company or by an early amortization of the same.

3.	The increase in the percentage of shareholding of any shareholder of the company is the result of a share subscription in consequence of a capital increase performed by such shareholder in proportion to the number of shares held before such capital increase in the terms of Article 132 of the General Law of Commercial Companies;

4.	The acquisition of shares is made by the company or subsidiaries, or by trusts incorporated by the company or subsidiaries, or by any other controlled person by the company or subsidiaries; and

The acquisition of shares is made by: (a) the person that maintains the effective control of the company; (b) any legal entity that is under the control of the person above mentioned in subsection (a); (c) the estate of the person above mentioned in subsection (a); (d) ascendants or descendants in straight line of the person above mentioned in subsection (a); (e) the person referred in subsection (a) when it is reacquiring shares from any legal entity referred in subsection (b) or ascendants or descendants referred in subsection (c) and (d).

**ARTICLE THIRTEEN.**Increase and Reduction of the Capital Stock.

Except for any reductions in the capital stock as provided in the Ninth Article, the increases and decreases of the minimum fixed capital of the company shall be approved by an extraordinary shareholders meeting, subject to the provisions of these bylaws and the General Law of Commercial Corporations.

Increases or decreases to the variable part of the capital stock, shall be solved by an ordinary shareholders meeting which complies with the voting requirements established in the bylaws, and whose minute be formalized under a notary public without the need of registering it in the Public Registry of Property and Commerce.

Pursuant to the terms of Article 53 (Fifty-three) and other articles applicable from the Stock Market Law, the company may issue non-subscribed shares that the treasury may keep in order to subscribed them later by the public-investors, as long as: (i) the extraordinary general shareholders meeting approves the maximum amount of the capital increase and the conditions to be made for the allocation of the shares, (ii) the subscription of issued shares is made by means of public offering upon its registration in the National Registry of Securities, in any case, complying with the Stock Market Law and other general provisions that emanate from it, and (iii) the amount of the subscribed and paid capital of the company is announced when the company advertises the authorized capital represented by issued and non-subscribed shares. The preemptive and tag-along subscription right referred to in Article 132 (One Hundred Thirty-two) of the General Law of Commercial Corporations, shall not apply when in the case of capital increase through public offerings.

In the event of any capital increase, shareholders shall have the preemptive right to subscribe such increase in proportion to the number of shares each one possess at the time of its approval according to Article 132 (One Hundred Thirty-two) of the General Law of Commercial Companies as established below, except when: (a) the subscription offer is made under the terms of Article 53 (Fifty-three) of the Stock Market Law, (b) is a consequence of a merger with another company, (c) is a consequence of payment of shares in kind, (d) is a consequence from the capitalization of liabilities in charge of the company, or (e) is about shares kept in the treasury to convert obligations in the terms of Article 210 (Two Hundred Ten) bis of the General Law on Securities and Credit Obligations.

Capital increases may be carried out under any of the assumptions referred to in Article 116 (One Hundred Sixteen) of the General Law of Commercial Companies, through payment in cash or in kind, or through capitalization of liabilities or reserves in charge of the company or any other stockholders’ equity account. By virtue that the share certificates of the company does not contain the expression of its face value, it won’t be necessary to issue new certificates in case of capital increase as a result of the capitalization of premiums on shares, capitalization of retained earnings or valuation or reevaluation reserves capitalization, unless the shareholders meeting that approves such increase requests for it and approves in the terms of Article 53 (Fifty-three) and other applicable of the Stock market Law and Article 210 (Two Hundred Ten) bis of the General Law on Securities and Credit Obligations.

New shares may not be issued until the previously issued shares have been fully paid.

The preemptive right established in this article shall be exercised by subscribing and paying the shares issued to represent the increase within the term of 15 (fifteen) business days following the publication date of the shareholders meeting resolution that decreed the capital increase in the Federal Official Gazette and in the regular local newspaper.

Notwithstanding the foregoing, if all the shares of the capital stock were represented in the corresponding shareholders meeting, such term of 15 (fifteen) business days shall be calculated as of the date in which the meeting was gathered, and the shareholders shall be considered notified at the time of the resolution. In this case, the publication of the corresponding resolutions shall not be necessary.

Any increase in the capital stock shall be registered in a Stock Variation Record Book held by the company for this purpose.

The shareholders that own the representative shares of the variable part of the capital stock shall not have the right to withdraw referred to in Article 220 (Two Hundred Twenty) of the General Law of Commercial Companies.

Decreases in the capital stock may be performed to absorb losses, to reimburse shareholders their contributions or to free them from non-performed exhibitions, as well as under the provisions of Article 206 (Two Hundred Six) of the General Law of Commercial Companies. Decreases in the minimum fixed part of the capital stock shall require a resolution from an extraordinary general shareholders meeting and the consequently amendment of the Sixth Article of these bylaws, in which case should comply with the established in Article 9 of the General Law of Commercial Companies, unless the capital stock decrease is solely performed to absorb losses.

Decreases in the capital stock to absorb losses or through reimbursement to the shareholders, shall be performed proportionally to the fixed minimum part and to the variable capital part, as well as to both share series. In the event that shareholders agree by unanimity of votes, capital stock reductions by reimbursement to shareholders may be performed in different proportions or only to the shareholders who agree to it.

In any case, the capital stock shall be decreased to less than minimum, and all decrease in the variable part of the capital stock shall be registered in the Stock Variation Record Book held by the company for such purpose.

ARTICLE FOURTEEN. **** Subsidiaries Interest.

The subsidiaries of the company or companies over which it exercises control, shall not, directly, or indirectly, invest in shares of the company or of any other company which it is one of its subsidiaries, unless such subsidiaries acquire shares of the company to

comply with options or sales plans of shares agreed or that may be granted or designed in favor of the employees or officials of such companies or of the company itself according to the rules established by the Stock Market Law.

ADMINISTRATION OF THE COMPANY

ARTICLE FIFTEEN. Composition.

The administration of the Company shall be entrusted to a Board of Directors. The Board of Directors shall be always composed by at least 11 (eleven) board members, in the understanding that the Board shall always be composed of an odd number of members and at least 25% (twenty five percent) shall have an independent capacity in terms of Article 24 of the Stock Market Law and the general nature regulations issued by the National Banking Commission.

All shareholder or group of shareholders of the series “B” shares that owns 10% (ten percent) of the capital stock, may appoint in the terms of Article 50 (Fifty), section I of the Stock Market Law, a member of the Board of Directors. The shareholders of series “BB” shares shall have the right to appoint 3 (three) members of their respective alternates in the terms of the Sixth Article of these bylaws. Only the board members that were appointed by the minority shareholders may be removed when all the others are removed as well.

To appoint members of the Board of Directors of the company, shareholders shall comply with the following:

At the Annual Ordinary General Shareholders Meeting that meets to acknowledge the approval of the report referred to in Article 172 of the General Law of Commercial Companies, the Board of Directors shall ratify or appoint the proposal of the members of such Board of Directors.

The members of the Board of Directors will remain in their position for a one-year period, unless: (i) of death or incapacity of the member; (ii) the member quits; (iii) there is an impediment in the terms of the applicable law; (iv) when 51% (fifty one percent) of the shares gathered in an Ordinary Shareholders Meeting approves it, except for the three board members appointed by the Series “BB” shareholders. The Board members shall continue performing their duties for 30 (thirty) calendar days more, when its substitute has not been appointed or when the latter has not taken its position, even when the appointment term has concluded, and without being subject to Article 154 of the General Law of Commercial Companies.

In any of the assumptions mentioned in subsections (i) and (ii) referred to in the preceding paragraph, the member position shall be occupied by the person appointed by the Board of Directors as interim-regular board member, or the Ordinary Shareholders Meeting shall meet to ratify the interim board member or even appoint the new regular board member who shall act as interim until the end of the period authorized. In the event that the interim board member is subject to subsections (i) and (iii) referred to in the last paragraph,

the Board of Directors shall appoint an interim board member that will substitute the former member, which shall be on duty until the next Ordinary Shareholders Meeting gathered to ratify or appoint the new board member, and which shall enter to perform duties when the former member has ceased to be part of the Board of Directors.

At each shareholder meeting that approves the appointment of the members of the Board of Directors; shall first appoint the members of the Board of Directors elected by: (i) the shareholders or group of shareholders of the Series “B” shares that represent 10% (ten percent) of the capital stock, (ii) the shareholders of series “BB” shares, and (iii) in the event that (a) at least eleven members have not yet been appointed, (b) there is not an odd number of board members, or (c) the 25% (twenty five percent) of independent board members are not yet appointed as mentioned before, the shareholders meeting shall appoint the missing members by majority of votes.

The members of the board of directors and their alternates, if applicable, shall be persons with recognized experience that may or not be shareholders; they can be reelected and will receive a remuneration determined by the shareholders meeting as proposed by the board of directors.

In terms of the Stock Market Law, the company shall indemnify the board members for damages caused by their performance in the company, controlled companies, or in those that has a significant influence, unless in the case of willful offences or an act of bad faith, or illegal acts according to the applicable law. For this purpose, the Board of Directors may propose to the shareholders meeting contracting insurance, bails or guaranties that cover the amount of such indemnification in favor of the board members.

**ARTICLE SIXTEEN.**Chairman and Secretary .

The Chairman and Assistant Secretary of the Board of Directors shall be appointed by most of the votes of shareholders. The Chairman of the Board of Directors shall have the deciding vote in case of a tie vote.

The Chairman shall chair the Board of Directors meetings and in its absence, a board member elected by the Board for its best performance. As secretary of the meetings, the Secretary of the Board, and in his absence the Pro-secretary, and in the absence of both, the person appointed by the Board of Directors of the foregoing meeting.

The Secretary and Pro-secretary of the Board of Directors shall not form part of such company’s body and shall be subject to the obligations and responsibilities established in the Stock Market Law.

The Chairman of the Board of Directors shall have the faculties attributed to it by the law, these bylaws or authorized by the Board of Directors, or by the shareholders meeting.

**ARTICLE SEVENTEEN.**Authority .

In addition to what is established in Article Eighteen, the Board of Directors shall have the authority to instruct the CEO, the granting or removal of all class of general, special and/or limited powers by the company in favor of one or more members of the Board of Directors, employees and/or officers of the Company and/or its subsidiaries, and in general to any third party, with the authority to include in such powers the delegation and/or substitution of the same.

**ARTICLE EIGHTEEN.**Duties.

To comply with its powers and authority, the Board of Directors of the company shall have the following duties and attributions:

1.	Establish the general strategies to conduct the business, the business plan, and the annual investment budget of the company and companies being controlled;

2.	Authorize capital investments outside the annual budget approved for each fiscal year;

3.	Monitor the management and conduct the company and controlled companies considering the relevance of their financial, administrative, and legal situation of the company, as well as the performance of the relevant director;

4.	Propose to shareholders stock capital increase of the company;

5.	Propose stock capital increase of subsidiaries of the company;

6.	Approve the five-year development master program for airports operated by subsidiaries of the company to be submitted for approval before the Department of Communications and Transports and its amendments;

7.	The way the company will vote its shares in the shareholders meetings of its subsidiaries.

8.	The administrative structure of the company and the companies controlled.

9.	The appointment of the CEO within the candidates proposed by the members of the Board of Directors and appointed by the series “BB” shareholders in the terms of subsection (i) of Article Nineteen;

10.	Removal of the CEO for justified causes;

11.	Acquisition and alienation by the company of the representative shares of the capital stock of the company. As an exception of the above are (a) the acquisition of shares and/or negotiable instruments issued by investment companies and (b) the acquisition of negotiable instruments through investment companies.

12.	Appointment and removal of new committees and powers delegation to the same, or modification of the authority of the existing committees.

13.	Appointment of the members of the bodies exercising audits and corporate practices; provided that (a) at least one of its members shall be appointed among those proposed by the board members which were appointed by the series “BB” shareholders according with subsection (iv) of Article Nineteen, and (b) complies with the independence requirements establishes in the Stock Market Law.

14.	Authorization and presentation of proposals to the shareholders meeting of the company regarding (a) the dividend policy of the company, and if applicable, (b) the application of profits of the company;

15.	Appointment of transitory board members without the intervention of a shareholders meeting when any of the assumptions of Article Fifteen of these bylaws exists or of Article 155 of the General Law of Commercial Companies;

16.	Authorization for public offers purchase in the terms of Article Twelve hereof;

17.	Submit to the general shareholders meeting held when closing the fiscal year:

a)	The annual reports of the Audit Committee and Corporate Practices Committee, if applicable.

b)	The Annual report of the CEO accompanied by the opinion of the external auditor.

c)	The Board of Director’s opinion about the content of the CEO’s report referred to in the previous subsection.

d)	The report referred to in Article 172, section b) of the General Law of Commercial Companies, containing the main policies, information, and accounting criteria to prepare the financial information.

e)	The report about the operations and activities intervened according to the Stock Market Law.

18.

Follow up the main risks to which the company and controlled companies are exposed, identifying them base on the information submitted by the existing Committees to support the Board of Directors, the CEO and external auditor, as well as to the accounting systems, internal control, internal auditing, records, archive or information of the company and controlled companies, which can be done through the Audit Committee.

19.	Appoint and remove the Internal Auditor of the company and establish its duties and attributions.

20.	Approve any policies for information and communications with shareholders and the market, as well as with the Board members and relevant directors.

21.	Determine actions to address irregularities that are aware and implement the corresponding corrective measures.

22.	Establish policies to regulate the terms and conditions that the CEO will adjust in the performance of its powers of ownership.

23.	Instruct the CEO disclosure to the public of relevant events under its knowledge.

24.	Approve, after the opinion from the body that performs corporate practices duties:

a)	Policies and guidelines for the use and enjoyment of the goods that integrate the equity of the company and controlled companies by related parties.

b)	Operations, each one individually with related parties, seeking to negotiate with the company or controlled companies. The following operations shall not require approval from the Board of Directors, if adhere to the policies and guidelines approved by the Board to such purpose:

(i)	Operations that according to their amount lack of relevance to the company or controlled companies.

(ii)	Operations performed among the company and controlled companies, or with those that have a significant influence, or with any of the above if: within the ordinary or usual line of business or made at market prices or supported by valuations performed by specialist-external agents.

(iii)	Operations performed with employees, as long as are carried out in the same conditions as with any client or customer or as a result of general services provided.

c)	Derogations for which the Board member, relevant director or person with authority, take advantage of the business opportunities for itself or for third parties, corresponding to the company or controlled companies, or that withholds a significant influence, that exceed the limits established in Article 25 (b);

d)	The comprehensive remuneration of the CEO;

e)	Define policies to establish and compensate relevant directors, which shall comply with the Technical Assistance and Transfer or Technology Agreement referred to in point 2 c) of Article Six of these bylaws;

25.	Approve, after the opinion from the body that performs auditing duties:

a)	The financial statements of the company and subsidiaries.

b)	Executed operations, whether simultaneous or successive, which by its nature may be considered as a single operation and that intends to be carried out by the company or controlled companies within a year when they are unusual or non-recurring, or it amount represents based on figures corresponding to the closing of the immediate quarter in any of the following assumptions:

(i)	Purchase or sale of goods priced equal or above to five percent of consolidated assets of the company or $20’000,000.00 (twenty million 00/100 USD) dollars, including any sale of shares representing the capital stock of the Company´s subsidiaries.

(ii)

Execution of guarantees or liabilities assumption, either through direct credits, financial leases, bonds, obligations or other trading securities, or in any other way for an amount equal or greater to five percent of consolidated assets of the company, or $40’000,000.00 (forty million 00/100 USD) dollars, or when exceeds the level of indebtedness established in the annual business plan which shall be at least according to a debt/capital equal to 50/50%, understanding it as total debt/total shareholders’ equity.

Debt value investments or banking instruments are exempt if performed according to the policies approved by the Board for such purpose.

c)	Policies to grant loans or any other type of credit or guarantees to related parties.

d)	Guidelines relating to internal control and internal auditing of the company and the companies controlled.

e)	Accounting policies of the company adjusting them to the recognized accounting principles, to the financial reporting standards and to the general nature provisions;

f)	Retaining an external-auditing firm for the company proposed by the Auditing Committee according to the Fortieth Seven Article of these bylaws, and if applicable, hiring additional or complementary services to the external audit services.

26.

Any of the resolutions referred to in point 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, 24 a), 24 b), 24 c), 24 c), 24 e), 25 a), 25 b), 25 c), 25 d), 25 e), and 25 f) of this Article, shall require the favorable vote of the members of the Board of Directors appointed by the shareholders of the series “BB” shares. Likewise, a favorable vote of the members of the Board of Directors appointed by the series “BB” shareholders is required when the appointment of the transitory Board members referred to in point 15, correspond to the Board members appointed by the series “BB” shareholders.

**ARTICLE NINETEEN.**Rights of the Directors Appointed by the Series “BB” Shareholders.

The members of the Board of Directors appointed by the shareholders of the series “BB” shares, acting unanimously, shall have the following exclusive faculties:

(i)	Submit to the Board of Directors the name or names of candidates to be appointed as CEO of the company;

(ii)	Propose the removal of the CEO of the company;

(iii)	Appoint and remove half of the first level officers of the administration according to the Technical Assistance and Transfer of Technology Agreement referred to in point 2 (c) of Article Six of these bylaws, as well as the policies determined by the Board of Directors in terms of the point 24 (e) of Article Eighteen of these bylaws; and

(iv)	Propose the appointment of at least one of the members of each of the committees of the company, in the understanding that it shall comply with the independence requirements established in the Stock Market Law.

ARTICLE TWENTY. Calls .

Calls for the meetings of the Board of Directors shall be made in writing by the Chairman, the Secretary or by the 25% (twenty five percent) of the members of the Board of Directors, or by the President of the Audit Committee or Corporate Practices Committee, and shall be delivered personally, by certified mail with return receipt, telefax, or any other means authorized by the board members to the other board members, with at least 5 (five) business days in advance to the fixed date of the meeting. The calls shall specify all matters to be discussed by the Board and include documentation to support such matters. The Board shall be authorized to consider or act with respect to any other matter not specified in the call when all of the members of the Board of Directors are present, or if applicable, their alternates. The call shall not be necessary if all members of the Board of Directors (or alternates, if applicable) are present in the meeting.

Likewise, the Chairman, the Secretary or the 25% (twenty five percent) of the members of such Board, as well as the President of the Audit Committee and the President

of Corporate Practices, shall have the right to include in the Agenda the points deemed necessary to discuss.

**ARTICLE TWENTY-ONE.**Meetings .

The Board of Directors shall meet when called at least once every 3 (three) months. The meetings of the Board of Directors shall take place in the company’s address or in any other location inside the United Mexican States or abroad, as set out in the call, provided that, in order to meet in a different location from the company’s address, the call shall be made by the Chairman of the Board of Directors or by at least 3 (three) members of the same. If the Chairman does not attend the meeting, then the Board member appointed by the majority of the members present shall chair it. If the Secretary, or if applicable, the Pro-secretary does not attend the meeting, then the person appointed by the majority of votes of the members of the Board of Directors, shall act as such. The meeting’s minutes of the Board shall be transcribed in a Book used for such purpose and shall be signed by the person acting as Chairman and Secretary of the same.

Copies or evidence of the meeting’s minutes of the Board of Directors and shareholders meetings, as well as the entries contained in the books and company’s records, may be authorized, and certified by the Secretary of the Board of Directors.

**ARTICLE TWENTY-TWO.**Conflict of Interest .

The members of the Board of Directors, the Audit Committee, and the Corporate Practices members, that on a specific matter have conflict of interest according to the Stock Market Law, shall inform it to the Board of Directors or to the abovementioned committees prior taking any decision, and shall leave from the meeting during the discussion of such matter and abstain from voting.

The members of the Board of Directors shall be responsible for the resolutions agreed to the matters referred to in the last paragraph, unless in the assumptions of Article 159 (One hundred fifty-nine) of the General Law of Commercial Companies.

**ARTICLE TWENTY-THREE.**Quorum .

In order to validate the meetings of the Board of Directors, the majority of its members shall attend, and in order to validate the resolutions of the Board of Directors, the affirmative vote of the majority of its members is required, unless that these bylaws require the vote of a specific member to validate such resolutions.

According to the last paragraph of Article 143 of the General Law of Commercial Companies, the Board of Directors may validly agree on resolutions without the need that members personally meet in a formal meeting. Agreements taken outside of a meeting, shall be approved in all cases by the favorable vote of the majority of the members of the body in question, or in the event of a definitive absence or incapacity of any member, the favorable vote of the corresponding alternate member, according to the following provisions:

The Chairman, on his/her own initiative or at the request of any two members of the Board of Directors, shall inform all of the members of the Board of Directors or their alternates in written form of all agreements intended to be taken outside a meeting and the reasons that justifies it. Likewise, the Chairman shall deliver to all of them, as requested, all documentation and clarifications required for such purpose. The Chairman may be helped by the Secretary to perform the required communications;

2.	In the event that all members of the Board of Directors or its alternates required for a vote expressly declare to the Chairman or auxiliary members their consent to the agreements or resolutions submitted, shall do so in writing. The written consent shall be delivered to the Chairman and the Secretary immediately through any means that guarantee that will be received;

3.	Once the Chairman and the Secretary receive confirmations in writing of all members of the Board of Directors, shall immediately proceed to transcribe the minute in the corresponding Minute Book, that shall contain all resolutions taken, the same that will be formalized with the signature of the Chairman and the Secretary.

Responsibilities of the Board Members

**ARTICLE TWENTY-FOUR.**Duties and Responsibilities of the Members of the Board of Directors .

By the very fact of accepting the position, the members of the Board of Directors of the company shall assume the diligence and loyalty duties established in Articles 29 to 37 and others applicable from the Stock Market Law.

The liability regime applicable to the administration of the company shall be the one established from Articles 29 to 40, and other applicable of the Stock Market Law.

Subject to point 24 (c) of Article Eighteen and for purposes of the provisions of the Stock Market Law, shall not be considered as taking advantage or to use a business opportunity corresponding to the company when a member of the Board of Directors, directly or indirectly, perform activities that are ordinary or usual to the company or controlled companies, or in those that have a significant influence, due to the fact that, if such members are elected by the shareholders meeting, they will be considered for all legal purposes excused by the Board of Directors of the company.

Any responsibility carried out by the managers of the company, shall be validated through (i) the express approval of the performance of their obligations by the shareholders meetings; (ii) the implied approval of the status of the financial position by the shareholders meeting; or (iii) The execution of the resolutions by managers taken by shareholders meetings with strict adherence to their instructions ordered.

Committees

ARTICLE TWENTY-FIVE. Conformation .

The Board of Directors, directly or on the proposal of the CEO, for the development of the duties that these bylaws and applicable law appoint to them, shall have the help of one or more committees established for such purpose. When solving the incorporation of a committee, the Board of Directors shall establish the rules regarding its integration, powers and obligations, operation and other related matters with such committee.

**ARTICLE TWENTY-SIX.**Surveillance .

Surveillance of the operations and compliance of the shareholders and Board of Directors agreements shall be trusted to one or two committees that perform Auditing duties and Corporate Practices, as well as to the legal entity that performs the external audit.

**ARTICLE TWENTY-SEVEN.**Integration and Operation of Committees performing Auditing and Corporate Practices Duties .

Committees that perform auditing duties and corporate practices, shall integrate exclusively with independent board members and appointed members of the Board of Directors proposed by the Chairman of the Board of Directors, and at least one of its members shall be proposed by the board members appointed by the series “BB” shareholders.

If the company is controlled by a person or group of persons that own fifty percent or more of the capital stock, the committee performing corporate practices duties shall integrate by at least a majority of independent board members.

The members of the Corporate Practices and Auditing Committees shall last a year in office and will remain in the performance of their duties, even when the term has expired for which they have been appointed or by quitting the position until the persons appointed to replace them take possession of their positions or for a period of 30 (thirty) calendar days in the absence of the designation of an alternate member or when he/she has not yet taken possession of the position.

The Presidents of the Corporate Practices and Auditing Committees shall be appointed and removed exclusively by the General Shareholders Meeting proposed by the Chairman of the board of Directors. Likewise, the persons chairing the Auditing and Corporate Practices Committees shall act according to Article 43 (forty-three) of the Stock Market Law and the other applicable legal provisions.

The internal regulations of each Committee, and if applicable, its amendments and supplements, shall be prepare d and proposed by the corresponding Committee for approval of the Board of Directors.

The Auditing Committee shall meet at least 4 (four) times a year, or as often circumstances require them to meet; the Corporate Practices Committee shall meet when compelling matters exists. The administration officers called, and the independent auditor shall attend each meeting and will participate in the capacity of guests with the right of voice but without voting rights. The committee that performs auditing duties shall meet periodically with the internal auditor and independent auditor in separate executive meetings.

**ARTICLE TWENTY-EIGHT.**Corporate Practices Duties .

The committee that performs Corporate Practices meetings shall have as a general duty to monitor and mitigate risks in the performance of businesses or in benefit of a determined group of shareholders, subject to authorizations or issued policies by the Board of Directors; supervise compliance of legal provisions and stock market regulations mandatory for the company; as well as other duties and responsibilities that including but not limited to the following:

(i)	Call shareholders meetings in terms of the Stock Market Law.

(ii)	Approve policies for use and benefit of goods that integrate the company’s equity.

(iii)

Prepare the annual report on activities performed and submit it to the Board of Directors, the annual report shall contemplate at least the following aspects: (a) Observations regarding the performance of relevant directors; (b) Operations with related parties during the exercise informed; (c) the payment packages or integral remuneration of the CEO and relevant directors of the company; and (d) exemptions granted by the Board of Directors for a board member, relevant director or person with authority in terms of the Stock Market Law takes advantages of business opportunities for itself or third parties in the terms established in Article Eighteen of these bylaws. Support the Board of Directors in preparing the reports on accounting practices.

(iv)	Issue opinions about operations executed with related parties.

(v)	Authorize the remuneration package of the CEO and policies to determine remunerations of relevant directors.

(vi)	Others provisions prevailed in terms of the Stock Market Law, administrative provisions issued according to such law, the bylaws or by agreement of the shareholders meeting or Board of Directors are entrusted.

ARTICLE TWENTY-NINE. Auditing Duties .

The committee that performs Auditing duties shall have as a general commitment to monitor and supervise the integrity of the financial information, the process and accountability systems, control and record of the company and controlled entities; supervise the technical capacity, independence, and function of the legal entity that performs the external audit, the internal control efficiency of the company, and the financial risks valuations. Additionally, including but not limited, shall have the following duties:

1.	Request the opinion of an independent expert when necessary for the proper performance of its duties or when the Stock Market Law or the general provisions required them.

2.	Call shareholders meetings in terms of the Stock Market Law and request to include points deemed relevant to the Agenda.

3.	Monitor implementation of mechanisms and internal controls (including without limitation, the approval of internal control regulations and administrative procedures) that enable to verify that acts and operations of the company and controlled companies, adhere to the applicable norm, as well as to implement methodologies that make possible comply with the above.

4.	Inform the Board of Directors of the situation of the mechanisms and internal controls, as well as the internal audit of the company or of the legal entities controlled, including detected irregularities, if applicable.

Prepare pertinent opinions according to point 25 of Article Eighteen and the Stock Market Law. Among others, the Auditing Committee shall prepare the opinion referred to in Article 28, section IV, subsection c) of the Stock Market Law regarding the content of the report submitted by the CEO and submit it for the Board of Directors considerations for subsequent submission to the shareholders meeting, relying among other elements, in the External Audit Report. Such opinion shall at least appoint the following:

(a)	If the policies and accounting and information criteria followed by the company are suitable and sufficient considering the circumstances.

(b)	If such policies and criteria have been applied consistently in the information submitted by the CEO.

(c)	If as a consequence of the provisions referred to in subsections (a) and (b) above, the information submitted by the CEO reflects reasonably the financial situation and results of the company.

6.	Support the Board of Directors in preparing the reports referred to in point 17, subsection d) and e) of Article Eighteen of these bylaws.

7.	Monitor operations referred to in point 24 and 25 of Article Eighteen and Article 47 of the Stock Market Law of these bylaws, are carried out according to such provisions, as well as to the policies arising therefrom.

8.	Request to the relevant directors and other employees of the company or controlled companies, reports on the financial information and any other type deemed convenient for the performance of its duties.

9.	Investigate acknowledged potential defaults on the operations, guidelines and operation policies, internal control systems, internal auditing, and accounting records of the company or controlled companies, and review all documentation, records and other evidence in the necessary degree and extension to carry out such surveillance.

10.	Receive comments from shareholders, board members, relevant directors, employees, and in general by any third party regarding the matters referred to in the point 9 above, as well as to perform actions considered applicable regarding such observations.

11.	Establish and publish procedures to receive, retain and gather in the system, complaints received by the company regarding accounting, accounting internal controls or matters related to audits, and confidentiality submission by the employees of the company regarding accounting concerns and questionable audits.

12.	Request periodic meetings with the relevant directors, as well as delivery of any type of information regarding the internal control and internal audit of the company or controlled companies.

13.	Inform the Board of Directors about material irregularities detected in the exercise of its position, and if applicable, the corrective measures adopted or proposed to be applied.

14.	Monitor the CEO on the compliance of agreements of the shareholders agreements and of the Board of Directors of the company, according to the instructions approved in the meeting or in the Board.

15.	Discuss the financial statements of the company with the people responsible for its preparation and review and recommend or not its approval in the Board of Directors.

16.	Propose the external auditor of the company, as well as its recruitment to the Board of Directors.

17.	Authorize proceedings to approve the commitment of independent auditors to provide auditing and non-auditing services. The Audit Committee shall previously approve all auditing and non-auditing services provided by the

independent auditors, according to such proceedings, to the legislation and regulations applicable in the markets were the company quote its shares.

18.	Evaluate the performance of the legal entity providing external-auditing services, as well as to analyze the opinion or reports made and subscribed by the external auditor. For such purpose, the committee may request the presence of such external auditor when deemed necessary, notwithstanding that he/she shall meet with the latter at least once a year.

19.

Together with the external auditor, review the financial information that shall be included in the annual report of the company, including the information submitted in the section “Comments and Analysis of the Administration about the Operation and Financial Situation Reports of the Company”, the judgment on quality and not just only the conformity, the accounting principles, the reasonableness of opinions made in the development of the financial statements, and the clarity of the information submitted in the same. The audit committee shall also discuss the results of the annual audit and any other matters that independent auditors are obligated to inform to the Audit Committee.

20.	Prepare an annual report of activities and submit it to the Board of Directors.

21.

Together with the independent auditors, review any problems or difficulties that auditors have found regarding the annual audit or others, as well as any communication to the administration of the company delivered by auditors and the response of such letter from the company. Such review shall contain (i) any restrictions about the scope of activities or access to requested information; (ii) any disagreements with the administration regarding the generally accepted accounting principles and other matters; and (iii) significant adjustments to the financial statements recommended by the independent auditors and adjustments proposed that were not accepted regardless of its importance.

22.

Have the sufficient authority to (i) investigate any matter that brings the attention from the access to all books, records, facilities, and staff of the company; (ii) Maintain external legal advisors, external accountants and other advisors that advice the Audit Committee, and (iii) require to any officer or employee of the company, external advice of the company, internal audit, providers of auditing services or independent auditors to assist them in the meetings of the Audit Committee, or meet with any member or advisor of the Auditing Committee. The company shall deliver sufficient funds to the audit committee to pay the independent auditors’ fees and any other required advisor by the company, as well as necessary and appropriate administrative expenses incurred by the Audit Committee in compliance of its responsibilities.

23.	Others established by these bylaws and the Stock Market Law.

To support the performance of the Audit Committee, the company, through the Board of Directors, shall assign the appropriate funds required by the committee to cover

all compensations of the external auditor, all compensations of external auditors hired, and all ordinary administrative expenses incurred by the committee in order to comply with its responsibilities.

**ARTICLE THIRTY.**Agent .

The Audit Committee shall have the right to retain an expert who shall have sufficient authorities to monitor the compliance of the Strategic Partner with its obligations under the Technical Assistance and Technology Transfer Agreement and inform such committee.

EXECUTIVE OFFICE

**ARTICLE THIRTY-ONE.**Chief Executive Officer .

The management, conduction, and execution of the businesses of the company and controlled companies shall be the responsibility of the CEO who shall be subject to the strategies, policies and guidelines approved by the Board of Directors.

The CEO shall have the broadest powers to represent the company in administrative acts, for suits and collections, including special powers that according to law require a special clause. Regarding domain acts, the CEO shall have the powers established in the terms and conditions that the Board of Directors of the company determine according to point 22 of Article Eighteen of these bylaws.

Notwithstanding the above, the CEO shall:

1.	Submit for approval of the Board of Directors, the business strategies of the company and controlled companies, based on the information provided by the latter.

2.	Comply with the agreements of the shareholders meetings and Board of Directors, according to the instructions issued by the shareholders meeting or the Board of Directors, if applicable.

3.	Propose an Audit Committee, the guidelines of the internal control system and the internal audit of the company and controlled companies, as well as execute guidelines approved for such purpose by the Board of Directors of the company.

4.	Subscribe relevant information of the company together with the relevant directors responsible for their preparation as authorized by their position.

5.	Disclose relevant information and events that should be disclosed to the public, according to the provisions of the Stock Market Law.

6.	Comply with provisions relevant to the celebration of purchase operations and placement of shares of the company according to the instructions of the Board of Directors.

7.	Perform whether himself or through an authorized delegate and under its competence or by instructions of the Board of Directors, the corrective actions and applicable proceeding responsibilities.

8.	Verify that partners, if applicable, make their capital contributions.

9.	Comply with statutory and legal requirements established regarding dividends paid to shareholders.

10.	Assure to maintain the accountability system, records, files or information of the company.

11.	Prepare and submit to the Board of Directors the report referred to in Article 172 of the General Law of Commercial Companies, except as provided in subsection b) of such provision.

12.	Establish mechanisms and internal controls that enables to verify that acts and operations of the company and controlled companies adhere the applicable norms, as well as to follow-up the results of such mechanisms and internal controls and take the necessary steps.

13.	Exercise liability actions in terms of the provisions of the Stock Market Law and these bylaws, against the related parties or third parties who have presumably damaged the company or controlled companies, or in which has a significant influence, unless the Board of Directors prior to an opinion of the Audit Committee determine that such damage is not relevant.

**ARTICLE THIRTY-TWO.**Relevant Directors .

To perform his duties and activities, as well as to provide proper compliance of obligations, the CEO shall receive help from the Relevant Directors appointed to such purpose and from any employee of the company or controlled companies.

Articles 29, 45, 46 and others relevant from the Stock Market Law, are applicable to the CEO and Relevant Directors.

**ARTICLE THIRTY-THREE.**Powers and Authority of the CEO .

The CEO shall have the following general powers to perform his/her duties provided in Article Thirty-One above:

To perform the power of the company for lawsuits and collections granted with all general and special powers requiring special clause according to the law. Consequently, the power is conferred without limitation according to the first paragraph of Article 2554 and Article 2587 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District, as a result, consequently authorized to promote or desist amparo trials; promote or desist criminal complaints; assist the Prosecutor’s Office and grant a pardon if appropriate with the law; to commit; settle; submit to arbitration; to propound and answer interrogatories; to challenge judges; receive payments; and execute all acts expressly determined by law, including to represent the company before courts, prosecutors, civil, tax, administrative and labor authorities.

2.	A powers-of-attorney for administration according to the provisions of the second paragraph of Article 2554 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District to carry out the purpose of the Company.

3.	A general power of attorney for administration implying the exercise of the right to vote over shares, partnership shares or securities, or representative rights from the capital, the CEO shall have a prior authorization from the Board of Directors or act according to the policies determined by the latter.

4.	A general power of attorney for administration in labor matters according to Articles 692, 786, 866 and other applicable provisions, as well according to Article 870 of the Federal Labor Law to appear before labor authorities in labor matters that the Company is party of or is a third party interested in the initial phase as any other subsequent phase and formulate and answer interrogatories.

A general power of attorney for lawsuits and collections in labor matters according to Articles 2554 and 2587 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District, including but not limited, to represent the company before authorities and courts, whether local or federal, particularly before the labor courts, as well before the Labor Department and any other labor, criminal, administrative, and civil authorities or courts, expressly authorized to participate in labor suits and amparo trial proceedings, take, determine and answer interrogatories, and carry out all acts necessary as the legal representative of the Company.

A general power of attorney for acts of ownership according to the third paragraph of Article 2554 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District. The ownership matters performed by the CEO shall be limited as follows: (a) in the event of selling a property of the company, shares or partnership interests of controlled companies, the CEO shall jointly provide his/her signature with the persons determined by the Board of Directors or prior

the authorization of the Board of Directors or the shareholders meeting; (b) in the event operations referred to in Article 28, section III, subsection c) of the Stock Market Law, prior authorization from the Board of Directors; (c) when the corresponding operation implies an equal amount or above 20% of the capital stock, prior authorization of the shareholders meeting.

7.	A power of attorney to issue, endorse and subscribe negotiable instruments according to Article 9 of the General Law on Securities and Credit Obligations.

8.	A power of attorney to open bank accounts in the name of the company, to draw on them and appoint the persons authorized to draw on them as well.

9.	Authority to grant and delegate general and special powers, remove, and substitute them, in all or in part, according to the powers vested, expressly including the authority to persons carrying such authority may as well delegate, substitute or remove them, in all or in part, in favor of third parties.

Shareholders Meeting

**ARTICLE THIRTY-FOUR.**Series .

The shareholders meetings shall be ordinary and extraordinary general or special, and all shall be held in the company’s address. Extraordinary general shareholders meeting shall be those: (i) called to discuss any of the matters specified in article 182 of the General Law of Commercial Companies, in the Forty Third and Forty Fourth Articles of these bylaws, (ii) called to agree on to hire and assume, direct or indirectly, any debt, liability or commitment with the series “BB” shareholders or any other related party, through which the company or subsidiaries are limited to perform additional investments to those provided in the master program, the annual business plan referred to in point 1 of Article Eighteen or that have been approved by the company or subsidiaries, and including expressly the development master program referred to in point 6 of Article Eighteen of these bylaws and prevailed under Article 38 of the Airport Law, and (iii) called to agree upon the cancellation of the registration of shares of the company in the National Registry of Securities, the Stock Market and other national and international stock markets currently registered, except by quoting systems or other stock market which are not organized as the organized stock markets; any other shareholders meeting shall be ordinary, unless is a meeting to discuss any matter affecting a class or a series of shares in particular, which shall be considered as special shareholders meeting.

**ARTICLE THIRTY-FIVE.**Calls .

The Chairman, the Secretary, two board members, the Audit Committee, or the Corporate Practices Committee, shall perform the calls for a shareholders meeting. Any shareholder or group of shareholders that own 10% (ten percent) of issued shares of the company, may request at any time to the Chairman of the Board of Directors, the Audit Committee, or the Corporate Practices Committee to perform a shareholders meeting call to discuss the matters specified in the request. Any other shareholder shall have the same right

in any of the events provided in Article 185 of the General Law of Commercial Companies. If the Chairman of the Board of Directors, the Audit Committee or Corporate Practices Committee does not perform the call within 15 (fifteen) calendar days after receiving a request according the above, the competent judicial authorities according to the company’s address, shall perform the corresponding call as requested by the shareholder or group of shareholders who are subject to the abovementioned assumptions and prior evidencing that truly are under such assumptions.

Likewise, the President of the Audit Committee and Corporate Practices Committee shall have the authority to include in the Agenda of the shareholders meeting calls, any points deemed necessary.

**ARTICLE THIRTY-SIX.**Call Publications

Calls for shareholder meetings shall be inserted in the Federal Official Gazette or in a newspaper of national circulation with at least 15 (fifteen) calendar days in advance of the meeting. The calls shall mention the place, date and time of the meeting, contain the points of the Agenda and matters to discuss, and shall be signed by the person or persons issuing it, provided that, if it was made by the Board of Directors, the signature of the Chairman or Secretary of such organ, or delegate appointed by the latter, shall suffice, and in the event the call is made by any of the authorized committees, the signature of the Committee’s President shall suffice.

Shareholder´s meetings may be held without a call if all issued shares representing the capital stock of the company are represented in the meeting.

As of the publication date of the call for shareholders meetings, the information and documents related to each of the points of the agenda, shall be available immediately and free of charge to the shareholders.

**ARTICLE THIRTY-SEVEN.**Attendance .

Only shareholders registered in the Registry Book of shares of the company as owners of one or more shares, shall be admitted to the shareholders meeting of the company if they obtained the corresponding admission card, registration period which shall end 3 (three) business days before the shareholders meeting date.

To attend the meetings, shareholders shall exhibit the corresponding admission card, which shall only be issued upon request by the shareholder before one business day prior to the shareholders meeting date, together with the proof of deposit in the Secretary of the Company of the corresponding certificates or share instruments, or of the certificates or proof of deposit of such shares issued by an institution for the deposit of securities, by a credit institution, domestic or foreign, in the terms of the applicable provisions of the Stock Market Law. Deposited shares to obtain the right to attend the shareholders meeting shall not be returned until the end of the meeting and through the delivery of the receipt issued to the shareholder or representative for such purpose.

The members of the Board of Directors shall not represent shareholders in shareholders meetings. The person or persons appointed through a proxy letter signed before two witnesses or through forms made by the company that includes the name of the company, the corresponding points of the Agenda, as well as a blank space to provide instructions on how the power shall be exercised, and which shall not allow to include as a category of general matters, any of the points referred to in Articles 181 and 182 of the General Law of Commercial Companies, may represent shareholders in the shareholders meetings. These forms shall be available to shareholders or intermediaries of the stock market that evidence having the representation of the shareholders during the term provided in Article 173 of the General Law of Commercial Companies. The Secretary of the Board of Directors is required to ensure the observance of the provisions of this paragraph and report it to the shareholders meeting, which shall be recorded in the corresponding minute.

**ARTICLE THIRTY-EIGHT.**Minutes .

The minutes of the shareholders´ meeting shall be transcribed in a book particularly maintained for such purpose and signed by the persons that acted as Chairman and Secretary of the meeting, and by those shareholders or representatives thereof that wish to do so. Evidence of any corporate action adopted by the shareholders according to Article Thirty-Seven of these bylaws, shall be transcribed in such book.

**ARTICLE THIRTY-NINE.**President and Secretary .

The shareholders meetings shall be chaired by the Chairman of the Board of Directors, and in his/her absence, by the person appointed by the majority of votes of shareholders present. The Secretary of the Board of Directors shall act as Secretary in the shareholders meetings, and in his/her absence, the Pro-secretary shall act as Secretary, and in the absence of both, the person appointed by the majority of votes of the shareholders present shall act as Secretary.

**ARTICLE FORTY.**Ordinary Shareholders Meeting .

Ordinary shareholders meetings shall be held at least once a year within the first four months following the end of each fiscal year. In the Annual Ordinary Shareholders Meeting, in addition to the matters specified in the Agenda: (i) The report of the Board of Directors referred to in Article 172 of the General Law of Commercial Companies (last paragraph of the article is not applicable) and the report of the Committees of the company, shall be discussed, approved or modified; (ii) the members of the Board of Directors, and if applicable, the members of the Committees of the company, shall be appointed or ratified; (iii) the remunerations of the members of the Board of Directors, and if applicable, the remuneration of the members of the Committees of the company, shall be determined, considering the Corporate Practices Committees proposals; and (iv) the report referred to in Article 172 of the General Law of Commercial Companies in which the company shall include the reports of the companies in which owns the majority of shares, when the investment value of each exceeds 20% (twenty percent) of the capital stock, depending on its financial position at the end of the corresponding fiscal year, shall be presented to the shareholders.

**ARTICLE FORTY-ONE.**Written Resolutions .

Resolutions which require a shareholder´ meeting to be adopted, may be resolved without the need of a shareholders´ meeting through a written unanimous consent adopted by all shareholders having the right to vote as if the meeting was gathered. The resolutions adopted shall have the same effects and legal consequences as other resolutions resolved in a shareholders meeting. When the resolutions of shareholders are adopted in writing by unanimous consent, there would not be a need of a calling or any other formality different to the signature of all shareholders with voting rights in the document that evidences the adoption of the relevant resolutions. All documents that are part of the resolutions shall be sent to the file formed for such purpose. Adopted resolutions in the terms of this article, shall be transcribed in the Minute Book of Meetings of the company and signed by the Chairman and Secretary of the Board of Directors.

VOTES AT THE SHAREHOLDERS´ MEETINGS

**ARTICLE FORTY-TWO.**Votes .

Each share shall have one vote at the shareholders meetings.

Any of the shareholders or group of shareholders that gathers at least 10% (ten percent) of the represented shares in a meeting, may request to extend the voting process of any matter not considered sufficiently informed, according to the terms and conditions provided in Article 50, section III of the Stock Market Law.

The shareholder or group of shareholders that represent 20% (twenty percent) of the capital stock, may oppose judicially to the resolutions of the general shareholders meetings on which he or they have the right to vote, according to Article 51 of the Stock Market Law and Article 201 and 202 of the General Law of Commercial Companies.

**ARTICLE FORTY-THREE.**Quorum .

For purposes of validating the ordinary shareholders meetings held on the first call, at least 50% of the capital stock shall be represented in the meeting and the resolutions shall be valid if adopted by favorable vote of the majority of shares present or represented in the meeting (the “Majority Vote”). The ordinary shareholders meetings held on a second or subsequent call shall be valid regardless of the number of shares represented in the meeting and its resolutions shall be adopted and valid with the majority vote.

For purposes of validating an extraordinary or special shareholders meeting held on the first call, at least 75% (seventy five percent) of the capital stock shall be represented in the meeting. The extraordinary shareholders meeting held on a second or subsequent call shall be valid regardless of the number of shares represented in the meeting. The resolutions made in an extraordinary shareholder meeting held on a first or subsequent call, shall be valid when adopted by a favorable vote of shares representing more than 50% (fifty

percent) of the capital stock of the company. The following are exceptions of the above: (i) the resolutions referred to in the Eight Article of these bylaws that require a favorable vote of at least 95% (ninety five percent) of the capital stock to be valid, (ii) the resolutions referred to in the Forty Fourth Article of these bylaws that require a favorable vote of at least 95% (ninety five percent) of the capital stock of the company or the favorable vote of the majority of the series “BB” shares, and (iii) the resolutions regarding the following matters reserved exclusively to the extraordinary shareholders meeting which shall be valid when adopted by the favorable vote of at least 75% (seventy five percent) of the capital stock of the company:

1.	Any amendment to the bylaws to change or eliminate the authority of the committees established by the administration of the company and subsidiaries, or cancel or chance the rights granted to minority shareholders;

2.	Any resolution to cancel or transfer any rights pursuant to concessions granted by the Federal Government in favor of the company and subsidiaries;

3.	Early termination, by agreement of the parties, of the Joint Venture Agreement executed by the Company and the Strategic Partner;

4.	Any merger by the company with other companies that is not directly related to the main line of business of the company and subsidiaries;

5.	Any split, dissolution, or liquidation of the company.

**ARTICLE FORTY-FOUR.**Favorable Vote of the Series “BB” Shareholders .

When series “BB” shares represent at least 7.65% (seven-point sixty five percent) of the total capital stock subscribed to and paid by the company and in order for the ordinary or extraordinary shareholders meeting, as applicable, to adopt valid resolutions of the matters mentioned below, it shall be required a favorable vote of at least 95% (ninety five percent) of the capital stock of the company or the favorable vote of the majority of the series “BB” shares:

(i)	Approval of the financial statements of the company and subsidiaries;

(ii)	Liquidation or early dissolution of the company;

(iii)	Increase or decrease of the capital stock of the company and subsidiaries;

(iv)	Payment of dividends;

(v)	Amendments of the bylaws of the company;

(vi)	Mergers, splits, reclassification or consolidations, or share splits;

(vii)	Grant or modify special rights of the series that divide the capital stock;

(viii)	Any decision intended to modify or cancel the valid resolutions adopted by the Board of Directors in terms of the last paragraph of Articles Eighteen and Nineteen;

(ix)	Any resolution made by shareholders of the company about any of the matters referred to in the last paragraph of Articles Eighteen or Nineteen of these bylaws.

SEPARATION OF THE COMPANY

**ARTICLE FORTY-FIVE.**Withdrawal .

Pursuant to the provisions of Article 206 of the General Law of Commercial Companies, any shareholder may request a share reimbursement and his separation from the company. The reimbursement of shares shall be made on the amount that represents the lowest value of the following: (i) 95% of the trading price of the stock market obtained from the average of operations made during the 30 (thirty) days when shares of the company were negotiated, and prior the date on which the resolution adopted about the right of withdrawal takes effect, during a period not exceeding 6 (six) months or if the number of days in which the shares were negotiated were less than 30 (thirty) days, then only the days taken into account for the negotiation will be considered, or (ii) the book value of shares according to the balance sheet corresponding to the last immediate fiscal year of the year when the withdrawal shall take effect, and previously resolved by an ordinary shareholders meeting, as long as such shareholder voted against the resolutions adopted in the shareholders meeting that solves about changing the company’s purpose, nationality, transformation of any kind, and as long as requests such withdrawal within 15 (fifteen) days after the end of the corresponding meeting.

Reimbursement is mandatory to the company as of the following day of the ordinary shareholders meeting that approved the balance sheet of the year when the withdrawal shall take effect.

FINANCIAL INFORMATION

**ARTICLE FORTY-SIX.**Report of the Board of Directors .

The Board of Directors shall prepare and submit to the shareholders meeting held to close a fiscal year, a report containing all financial information required according to Article 172 (One hundred two) of the General Law of Commercial Companies and other articles applicable of these bylaws. The financial information, together with the documents that supports it, shall be made available and delivered to shareholders requiring them in the company’s address.

**ARTICLE FORTY-SEVEN.**External Auditor .

The Board of Directors may retain an external auditor’s firm for the company, which shall be proposed by the Audit Committee.

Any change or removal of the external auditor shall be approved by most of the votes of the members of the Board of Directors prior an opinion from the Audit Committee.

The external auditor shall only be called to the meetings of the Board of Directors in the capacity of guest with voice, but without vote, abstaining from being present regarding matters of the Agenda that may have conflict of interest or compromise his impartiality.

PROFITS AND LOSSES; FISCAL YEAR

**ARTICLE FORTY-EIGHT.**Profits .

Subject to the applicable law, reserves and corresponding provisions, the net profits of each fiscal year shall be distributed in the following order:

1.	5% (five percent) to establish, and if necessary, reestablish the legal fund reserve up to at least 20% (twenty percent) of the capital stock;

2.	To separate the amount that the shareholders meeting resolves to create or increase general or special reserves;

3.	To create or increase the reserves of the capital stock of the company when advisable and if the shareholders meeting agrees; and

4.	If applicable, to pay dividends to shareholders of the company in the amount, form and terms determined by the shareholders meeting.

**ARTICLE FORT-NINE.**Losses .

In the event of loss, it shall be compensated in the first place by the capital stock reserves and if they were insufficient, then by the capital stock or against any other accounting entry determined by the shareholders meeting.

**ARTICLE FIFTY.**Fiscal year .

The fiscal year runs through January first to December thirty first of each year, except for the fiscal year in which the company is liquidated.

DISSOLUTION AND LIQUIDATION

ARTICLE FIFTY-ONE. The company shall dissolve if any of the events provided in Article 229 (two-hundred twenty-nine) of the General Law of Commercial Companies occurs.

ARTICLE FIFTY-TWO. Once the company is dissolved, it shall be submitted to liquidation. One or more liquidators appointed by the shareholders meeting shall handle the liquidation. If the shareholders meeting does not provide such appointment, a civil judge, or the local judge competent within the company’s address shall perform such liquidation upon request of any of the shareholders in terms of Article 236 (two-hundred thirty-six) of the General Law of Commercial Companies.

ARTICLE FIFTY-THREE. In the absence of specific instructions provided by the shareholders meeting to liquidators, the liquidation shall be carried out according to the following priorities:

1.	Conclusion of all pending businesses in the least prejudicial form to creditors and shareholders;

2.	Credit and debt collection;

3.	Sale of the company’s assets;

4.	Preparation of the final liquidation balance; and

5.	Distribution of remaining assets among shareholders proportionally to their corresponding shareholding interest, if applicable.

Exhibit 2.5

Translation from Spanish by a certified expert

BEARER SECURITY

FOR DEBT SECURITIES

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

OMA 21-2

By means of this Security (as such term is defined below), Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (hereinafter "OMA" or the "Issuer", indistinctly), according to the terms and conditions of section "Principal Redemption of the Debt Securities" set forth below, at the place of payment referred to below, unconditionally agrees to pay the amount of $2,500,000,000.00 (two thousand five hundred million Pesos 00/100 Mexican Currency).

The Debt Securities corresponding to this Issue (as such term is defined below) correspond to the type referred to in Article 62 Section I of the Securities Market Law. This Security evidence 25,000,000 (twenty-five million) debt securities, with a par value of $100.00 (One Hundred Pesos 00/100 Mexican Currency) each (the "Debt Securities").

This Security is issued for administration purpose with S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., thus evidencing holding of the Debt Securities by such institution and the performance of any action assigned to the securities deposit institutions, which under the applicable laws must be performed only by any Institutions established for Deposit of Securities, with no greater responsibility for S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. than that established for such Institutions in the Securities Market Law.

This Security is issued under the Program (as such term is defined below) of OMA´s Debt Securities authorized by the Comisión Nacional Bancaria y de Valores, through official communication No. 153/10026393/2021 dated April 13, 2021, in the amount of up to $15,000,000,000.00 (fifteen billion Pesos 00/100 Mexican Currency), provided however that the aggregate amount of the issues at any time may not exceed the issuance amount of Debt Securities. This Issue corresponds to the second issue under the Program referred to above marked with registration number 3056-4.15-2021-003-02 according to the provisions of official letter 153/10026393/2021 dated April 13, 2021

These Debt Securities shall have a term of 2,548 (two thousand five hundred forty-eight) days, equivalent to approximately 7 (seven) years, and shall accrue interest in accordance with the provisions of section "Interest Payment Period" of this Security, and if they are not redeemed, at a gross annual interest on their nominal value, in accordance with the provisions of section "Interest Rate; Calculation of Interest".

RATING GRANTED BY FITCH MEXICO, S.A. DE C.V., TO THE SECURITIES ISSUED: "AAA (mex)", that is, the highest rating assigned by the rating agency in its national scale for that country. This rating is assigned to issuers or obligations with the lowest default risk expectation to other issuers or obligations in the same country. The rating assigned does not constitute an investment recommendation and may be subject to updates at any time, under the methods of the rating agency.

RATING GRANTED BY MOODY'S DE MÉXICO, S.A. DE C.V., TO THE SECURITIES CERTIFICATES: "Baa1" in global scale and "Aaa.mx" in national scale", meaning that issuers or issues rated Aaa.mx show the strongest creditworthiness and the lowest probability of loss to other issuers or issues in the country. This is the highest rating on Mexico's National Long-Term Scale, granted by Moody's de México, S.A. de C.V. The rating does not constitute an investment recommendation and may be subject to updates at any time, under the methods of such rating agency.

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I. DEFINITIONS

The following terms shall have the meaning provided for each hereinbelow, and such meaning shall be applicable both to the singular and plural form.

“Total Consolidated Assets” means, with respect to the Issuer, at any time, the amount evidenced in the consolidated financial statements of the Issuer and its Subsidiaries under the heading of assets, determined as a whole, in accordance with the IFRS

“Affiliates” means any person or group of persons under the direct or indirect common control of such person or persons.

“ Guarantors ” means any of the Issuer´s Subsidiaries Aeropuerto de Culiacan, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., and/or Aeropuerto de Monterrey, S.A. de C.V., which are established and denominated as such in this Security, which shall guarantee payment of the principal and interest of the Debt Securities in the terms described in this Security.

“ Minimum Guaranty ” means that, on the last day of each corporate period, the EBITDA of the Guarantors, plus that of the Issuer individually, represents at least 80% (eighty percent) of the Consolidated EBITDA for such corporate period. For purposes of clarity, the foregoing calculation shall be made considering the consolidated subsidiaries of each Guarantor, as applicable, based on the annual consolidated financial statements of each, consolidated for such corporate period.

“ Independent Bank ” means any Mexican credit institution managing fixed interest Federal Government Development Bonds in the primary market, and which is selected by the Issuer at its sole discretion.

“ Exchange ” means the BMV, or any substitute stock exchange on which the Debt Securities can be listed.

“BMV” means Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange)

“Advanced Maturity Event” has the meaning assigned to such term in the “Advanced Maturity Event” section of this Security.

“ Debt Securities ” has the meaning assigned to such term in the preamble to this Security.

“ CNBV ” means National Banking and Securities Commission

“ Sole Issuers Circular ” means the General Provisions Applicable to any Issuers of Securities and other Stock Market Participants, delivered by the CNBV and published in the Official Daily of the Federation on March 19, 2003, as amended from time to time.

“ Concessions ” means the concessions which the Ministry of Communications and Transport granted to the subsidiaries of the Issuer on June 29, 1998, and the amendment thereto dated September 12, 2000, to administer, operate, and exploit the Acapulco Airport, the Ciudad Juárez Airport, the Culiacan Airport, the Chihuahua Airport, the Durango Airport, Mazatlán Airport, Monterrey Airport, the Reynosa Airport, the San Luis Potosí Airport, the Tampico Airport, the Torreon Airport, the Zacatecas Airport and the Zihuantanejo Airport, for a period of 50 years counted as from November 1, 1998.

“Technical Assistance and Transfer of Technology Agreement” means the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, entered by and between Servicios de Tecnología Aeroportuaria S.A. de C.V., the Issuer and some subsidiaries thereto (as already, and as may be further amended, from time to time).

“Debt” means, with respect to any person, without duplication (i) any obligations of such person arising from borrowed money; (ii) any obligations of such person evidenced by bonds, debt securities. promissory notes or similar credit instruments; (iii) any obligations of such person to defer the purchase price of goods or services (other than accounts payable arising during the regular course of business); (iv) the entire Debt of third parties secured by a lien established over assets belonging to such person, whether or not such person has assumed such Debt (for the effects of this insert, the Amount of the Debt cannot exceed the unpaid balance of the guaranteed Debt, notwithstanding the value of the encumbered assets; (v) the guarantees granted by such person with respect to the Debt of third parties (for the effects of this insert, the amount of the Debt cannot exceed the unpaid balance of the guaranteed Debt, notwithstanding the value of the guarantees); (vi) any financial leasing obligations of such secured Debt, (vii) any obligations of such person in transactions where there exists a commitment to sell an asset, personal property or real estate, and lease such asset, and another asset which would be used for the same purposes as those under of the asset sold; (viii) any net or contingent obligations of such person arising from any obligation for derived obligations; and (ix) any obligations, whether or not contingent, of such person to reimburse to any other person amounts paid under letters of credit, guarantees of credit and banker´s acceptances.

“ Material Debt ” means any Debt (other than the obligations from Debt Securities identified under ticker symbol OMA 21-2) of the Issuer or any of the guarantors, the principal amount of which (individually or as a whole) exceeds US$20,000,000.00 (twenty million dollars 00/100, currency of the United States of America), or its equivalent in another currency.

“ Business Day ” means any day other than Saturday or Sunday or an official holiday, on which multiple banking institutions shall keep their offices open to the public, in accordance with the calendar periodically published by the CNBV.

“ Dollars ” means the currency of the United States of America.

“ Issue ” means the issue of the Debt Securities to which this Security refers.

“ Issue of the so-called “M Bono Comparable” means any issue of Fixed Interest Federal Government Development Bonds which appear published on the web page of any price provider or similar service provider, selected by the Independent Bank, having a maturity comparable or interpolated to a term equivalent to the period between the anticipated redemption date determined for the Debt Securities and the Maturity Date of the Debt Securities, to be selected based on recognized financial practices for the valuation of corporate debt issues comparable to this Issue, in accordance with the information provided by the corresponding price supplier.

“ Issuer ” has the meaning attributed to such term in the preamble to this Security.

“ Date of Issue ” means April 16, 2021.

“ Date of Book Closure ” means April 14, 2021.

“ Maturity Date ” means April 7, 2028.

“Encumbrance” or “Encumbrances” means, with respect to any asset, any mortgage, pledge, usufruct, deposit, charge, preference, or any other security interest of any kind or nature, including any purchase which is conditional or under retention of ownership.

“ Indeval ” means S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.

“ LGTOC ” means the Negotiable Instruments and Credit Operations Law.

“ LMV ” means the Stock Market Law.

“ Mexico ” means the United Mexican States.

“Total Authorized Amount of the Program” means the amount of up to $15,000,000,000.00 (fifteen thousand million Pesos 00/100 Mexican Currency).

“ NIIF or IFRS ” means the International Financial Reporting Standards published by the International Accounting Standards Board.

“ Interest Period ” means each one of the successive interest periods into which the period of effectiveness of the Debt Securities is divided up to the Maturity Date. The first Interest Period shall commence (and include) on the Date of Issue and end (and exclude) the first Interest Payment Date. Each subsequent Interest Period shall commence (and include) on each subsequent Payment Date and end (and exclude) on the immediately following Interest Payment Date, provided that, in the event such date is a non-business day, interest shall be paid on the immediately following Business Days, calculating the respective interest by the number of calendar days which has effectively elapsed up to the Interest Payment Date, provided that the last Interest Period shall end on the Maturity Date of the Issue.

“Pesos” means pesos, Mexican currency of legal tender in Mexico.

“ Early Redemption Price” has the meaning assigned to such term in the “Voluntary Early Redemption of Debt Securities” section of this Security.

“ Price of the so-called “M Bono Comparable ” means the return to maturity rate of the so-called “M Bono Comparable” Issue, quoted in writing by the Independent Bank before 14:30 hours in Mexico City, on the Third Business Days before the date under the number of depreciations determined by the Issuer for the Debt Securities.

“ Program ” means the Debt Securities Program of the Issuer authorized by the CNBV under official communication No. 153/10026393/2021 dated April 13, 2021, in an amount of up to $15,000,000,000.00 M.N. (fifteen thousand million Pesos 00/100 Mexican Currency), for the issue of Debt Securities, without the combined amount of the issues in force at any date being able to exceed this amount. The Issuer can affect however many issues of Debt Securities it decides, always providing the Program continues in force, and that the unpaid balance of the current Debt Securities does not exceed the Total Authorized Amount for the Program, recorded in the National Securities Register under number 3056-4.15-2021-003-02.

“ Common Agent ” means Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, or any common agent replacing same, in accordance with the provisions of this Security.

“ SEDI or Electronic System ” means the BMV electronic system for distribution of information called “EMISNET” (Sistema Electrónico de Comunicación con Emisoras de Valores – Electronic System for Communication with Securities Issuers), or any stock exchange replacing the BMV on which the Debt Securities may be listed.

“ Subsidiary ” means any corporation or entity of which the Issuer, directly or indirectly, (i) is the holder of fifty percent (50%) or more of its capital stock or shares or equity, or the holder of fifty percent (50%) or more of the voting rights thereof, or (ii) controls the administration of such corporation or entity, in any other way.

“ Annual Gross Interest Rate ” has the meaning attributed thereto in the “Interest Rate; Method to Calculate Interest” section hereinbelow.

“ Holders ” means the holders of the Current Debt Securities.

“M Bono Comparable Rate” means the annual rate equal to the six-monthly return (considering periods of 182 (one hundred and eighty) days and a year of 360 (three hundred and sixty) days at maturity or interpolated maturity (based on the number of days) of the issue of the so-called “M Bono Comparable”, assuming an issue price of the so-called “M Bono Comparable” (expressed as a parentage over principal) equal to the Price of the so-called “M Bono Comparable”.

“ Security ” means this Security evidencing the Debt Securities Issue.

“ EBITDA ” means the profit before finance costs, taxes, depreciation, and amortization.

“Consolidated EBITDA ” means the Consolidated Operating Profit (calculated prior to tax, financial costs, extraordinary costs, distribution of profits to workers) plus depreciation and redemption (to the extent this has been deducted from the operating profits), calculated in accordance with the IFRS; provided, however, that to determine the Consolidated EBITDA with respect to any period (the “Period of Reference”), consideration shall be given on a pro forma basis to any event or events of adjustment which may have occurred since the beginning of the Period of Reference as though such event or events of adjustment had occurred (and, in the event of any disposition, the resources had been applied) on the first day of the Period of Reference. To the extent consideration is given on a proforma basis to any purchase or disposition of a company, division, or line of business, the proforma figures shall be based on the last 4 (four) complete quarters for which available relevant financial information exists.

“ Consolidated Operating Profit ” means the operating profit (or loss) of the Issuer and the Consolidated Guarantors on a consolidated basis, determined under the IFRS; provided that to determine it, the profit (or loss) of any person before the date on which such Guarantor (i) becomes a Subsidiary of the Issuer, (ii) merges with the Issuer or with any of its Subsidiaries, or (iii) the Issuer or any of its Subsidiaries purchases its assets, shall be excluded.

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II. SPECIFICATIONS OF THE ISSUE

ISSUER: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

NUMBER OF THE ISSUE: Second issue under the Program.

TICKER SYMBOL: “OMA 21-2”

AMOUNT OF THE ISSUE: Up to $3,500,000,000.00 (three thousand five hundred million pesos 00/100 Mexican Currency), through communicating vessels in conjunction with the issue OMA 21V, without OMA 21V exceeding $1,000,000,000.00 (one thousand million Pesos 00/100 Mexican Currency), and without y sin the total of the two sections exceeding $3,500,000,000.00 (three thousand five hundred million res Pesos 00/100 Mexican Currency).

DATE OF ISSUE: April 16, 2021.

PLACE OF ISSUE: Mexico City, Mexico.

PLACEMENT PRICE OF THE DEBT SECURITIES: $100.00 (One hundred Pesos 00/100 Mexican Currency).

PAR VALUE OF THE DEBT SECURITIES: The par value of each Stock Certificate shall be the amount of $100.00 (One hundred Pesos 00/100 Mexican Currency) each.

NUMBER OF DEBT SECURITIES: 25,000,000 (twenty-five million) of bearer Debt Securities evidenced by this Security.

CURRENCY: Pesos.

EFFECTIVE TERM OF THE DEBT SECURITIES: 2,548 (two thousand five hundred and forty-eight days.)

MATURITY DATE OF THE DEBT SECURITIES: April 7, 2028.

GUARANTY: The Debt Securities shall be secured by the Guarantors, as described in this Security which, individually or in the aggregate, reach the Minimum Guaranty. At any time during the term of the Debt Securities and without the consent of the Holders´ meeting being necessary, the Issuer shall have the right to release any Guarantor from the payment obligations held by it as such under the Debt Securities and from the right (not the obligation) of replacing any Guarantor or including new Guarantors, always providing that after such release, addition or substitution is performed, the Minimum Guaranty is complied with, based on the latest annual audited consolidated financial statements available from the Issuer

The Issuer shall (i) within the 5 (five) Business Days following the date on which any of the changes described in the preceding paragraph occurs, publish a notice via SEDI or any means replacing same, describing any changes in the Guarantors in accordance with this Security and confirm that the Minimum Guaranty shall be complied with once such release, addition or substitution takes place – which shall be upon execution of the new security reflecting such release, addition or substitution of the persons considering themselves as Guarantors – and shall obtain a legal opinion of an independent lawyer (who verifies same with the letter to which article 87 of the Issuers Sole Circular refers), which refers to the validity of the Debt Securities for the persons establishing themselves as Guarantors after such release, addition or substitution, together with the faculties of those subscribing to the new security in their name and representation (whose legal opinion shall be delivered to CNBV (with copy to the Common Agent) as part of the process for updating the process of entry of the Debt Securities in the National Securities Register), and (ii) once such notice has been published, carry out a change of security, deposit the new security with Indeval as soon as possible against delivery of the Security deposited at that time, and the

new security should reflect correctly the corporations to be Guarantors under the Debt Securities as from that date.

No change in the Guarantors shall represent a novation to the obligations contained in this Security.

POTENTIAL PURCHASERS: Individuals and corporate entities when this is expressly provided within their investment system.

USE OF THE PROCEEDS: As a result of the Debt Securities Issue, the Issuer received $2,500,000,000.00 (two thousand five hundred million Pesos00/100 Mexican Currency), and from such amount the Issuer shall deduct net costs and expenses related to the Issue, i.e., approximately $2,490,286,594.42 (two thousand four hundred ninety million two hundred eighty-six thousand five hundred ninety-four Pesos 42/100 Mexican Currency) in the aggregate,

The proceeds from issue of the Debt Securities evidenced by this Security, shall be as follows:

·	To pay the long-term Debt Securities having the ticker symbol OMA 14, in a total amount of $3,000,000,000.00] (three thousand million Pesos 00/100 Mexican Currency), at a rate of 6.85% (six-point eighty-five percent), and a maturity date on June 7, 2021.

INTEREST RATE; CALCULATION OF INTEREST:

As from the Date of Issue up to the date they are redeemed in full, the current Debt Securities shall bear a gross annual interest over their par value or unpaid balance at a gross annual interest rate of 7.83% (seven-point eighty-three percent) (the “Gross Annual Interest Rate”), which shall remain fixed during the term of the Issue. As of the Book Closing Date, the Gross Annual reference of the interpolated rate of the Mbono 27 and Mbono 29 equal to 6.14% (six point fourteen per cent), plus a surcharge of 169 (one hundred and sixty-nine) base points.

The Debt Securities shall bear common interest and shall include the calendar days which have effectively elapsed to the corresponding Interest Payment Date. Calculations shall be to the nearest hundredth.

To determine the amount of common interest payable on each Interest Payment Date, the Common Agent shall use the following formula:

I = [( TI ) * PL] * VN

36000

Where:

I	=	Interest for the Interest Period payable on the Interest Payment Date.
TI	=	Gross Annual Interest Rate.
PL	=	Number of calendar days effectively elapsed to the respective Interest Payment Date.
VN	=	Par value or unpaid balance of the current Debt Securities.

Interest of the Debt Securities shall be paid at the end of each Interest Period, against delivery of the corresponding evidence issued by Indeval, during the term of the Issue or, if such date falls on a non-business day, such interest payment shall be made on the following Business Day, and such interest shall be calculated by the number of calendar days effectively elapsed up to the corresponding Interest Payment Date. In the event an Interest Payment Date is not a Business Day, such payment shall be made on the following Business Day based on the calendar provided in this Security evidencing the Issue.

The Common Agent shall inform the Issuer in writing (which can be by email) and in writing to Indeval (or by such means as it determines) at least 2 (two) Business Days in advance of the corresponding Interest Payment Date, the amount of common interest to be paid and the Gross Annual Interest Rate. It shall likewise inform

the Stock Exchange through SEDI (or the means determined by the latter) and the CNBV through STIV-2 (or the means selected by the latter) with the same frequency, the amount of interest payable and the Gross Annual Interest Rate for the Debt Securities applicable to the following period and, as appropriate, the outstanding balance of principal of each current Debt Security.

The Debt Securities shall cease to bear interest after the date of payment thereof, always providing that the Issuer has deposited the amount of the last redemption and, as applicable, of the corresponding interest, with Indeval before 11:00 A.M. on such date.

In the event of partial payments of principal, the Common Agent shall use the following formula to calculate the new outstanding balance of principal of the Debt Securities:

SIP=SIP(i-1) - AM

Where:

SIP	=	Outstanding balance of principal of all Debt Securities
SIP(i-1)	=	Par value or outstanding balance of principal of all Debt Securities, on the immediately preceding date of payment (before applying the payments of principal corresponding to such date of payment).
AM	=	amount of principal payment for all the Debt Securities on the immediately preceding date of payment.

To determine the outstanding balance of principal of each Debt Security, the Common Agent shall use the following formula:

SIPI= SIP / NC

Where:

SIPI	=	Outstanding balance of each Debt Security
SIP	=	Outstanding balance of principal of all Debt Securities
NC	=	Number of current Debt Securities

The Issuer is not obligated to pay additional amounts with respect to withheld interest or any equivalent tax or contribution applicable in connection with payments made for the Debt Securities.

This Security evidencing the Debt Securities shall remain on administrative deposit with Indeval, and payment thereof shall be made at Indeval´s address in the amount corresponding to each Interest Period and against delivery of this Security or any evidence issued for such purpose by Indeval, the principal of the Debt Security shall be redeemed on the Maturity Date, unless a complete early redemption takes place.

In the event that, with respect to any payment of interest, such interest is not paid in full, Indeval shall not be obligated, nor shall it be responsible for not delivering the respective evidence of payment, until this is paid in full.

INTEREST PAYMENT FREQUENCY: Interest payable on the Debt Securities shall be paid every 182 (one hundred and eighty-two) days during the term of the Issue or, as applicable, on the immediately following Business Day, should any not be so, regular interest shall be paid by the number of days which have effectively elapsed to the corresponding Interest Payment Date, further to the calendar hereinbelow and on the following dates, (each, an “Interest Payment Date”).


InterestPeriod	Initial Interest PaymentDate	Ending Interest PaymentDate	Days inthe Interest Period	Interest Payment Date
1	April 16, 2021	October 15, 2021	182	October 15, 2021
2	October 15.2021	April 15, 2022	182	April 15, 2022
3	April 15, 2022	October 14, 2022	182	October 14, 2022
4	October 14, 2022	April 14, 2023	182	April 14, 2023
5	April 14, 2023	October 13, 2023	182	October 13, 2023
6	October 13, 2023	April 12, 2024	182	April 12, 2024
7	April 12, 2024	October 11, 2024	182	October 11, 2024
8	October 11, 2024	April 11, 2025	182	April 11, 2025
9	April 11, 2025	October 10, 2025	182	October 10, 2025
10	October 10, 2025	April 10, 2026	182	April 10, 2026
11	April 10, 2026	October 9, 2026	182	October 9, 2026
12	October 9, 2026	April 9, 2027	182	April 9, 2027
13	April 9, 2027	October 8, 2027	182	October 8, 2027
14	October 8, 2027	April 7, 2028	182	April 7, 2028

In the event any of the foregoing Dates for Payment of Interest be a non-business day, interest shall be paid on the immediately following Business Days, the respective interest being calculated by the number of days of the corresponding Interest Period which have effectively elapse, against delivery of evidence issued by Indeval for such purposes, during the term of the Issue.

RIGHTS OF THE HOLDERS: The Debt Securities evidence, for the Holders, the right to collect the outstanding principal and interest owed by the Issuer thereof in the terms described in this Security, from their Date of Issue and until they are paid in full.

OVERDUE INTEREST: In the event of default on the prompt payment of principal of the Debt Securities, overdue interest shall replace regular interest over the outstanding balance of principal of the Debt Securities at the Gross Annual Interest Rate for Debt Securities plus 2 (two) percentage points. Overdue interest shall be payable from the date the default occurs and until the principal amount has been fully paid. The amount for overdue interest shall be paid by the wire transfer of funds, through the Common Agent, located on Avenida Paseo de la Reforma No. 284, Piso 9, Colonia Juárez, Código Postal 06600, Mexico City, or any other place which the Common Agent may have in the future and informed for such purpose by the Issuer. Any amount received by the Issuer shall be applied, firstly, to payment of overdue interest, and subsequently to payment of common interest, and any applicable premium or award, and finally to the unpaid balance of principal.

PAYMENTS: All payments during the effectiveness of the issue shall be made according to this Security's terms and conditions. In the event any payment date is a non-business day, such payment shall be made on the following Business Day, and shall not be considered a default.

PRINCIPAL REDEMPTION OF THE DEBT SECURITIES: A single payment in Mexican currency on the Maturity Date of the Debt Securities. If the Maturity Date falls on a non-business day, such payment shall be made on the immediately following Business Days. Redemption of the Debt Securities shall take place at par value through a wire transfer of funds, against surrender of the corresponding Certificate.

REDEMPTION DATES: The Debt Securities shall be redeemed in a single advance on the Maturity Date of the Debt Securities, provided that if any redemption date falls on a non-business day, such payment shall be made on the next Business Day. Redemption of the Debt Securities shall be made at face value, by means of wire transfer of funds, upon surrender of the corresponding Security.

<br><br>	<br><br>
Redemption<br><br>No.	Redemption<br><br>Date	Outstanding balance of the Issue	Outstanding balance by Debt Security

1	April 7, 2028	$2,500,000,000.00	$100.00

On each redemption date, the outstanding unpaid balance of principal corresponding to each Debt Security shall be updated at six decimals.

The Common Agent shall inform Indeval and the Stock Exchange through SEDI, or through any other means provided by the latter, at least 2 (two) Business Days before the Maturity Date of the Debt Securities and shall also inform the amount of such redemption.

VOLUNTARY REDEMPTION IN ADVANCE OF THE DEBT SECURITIES: The Issuer shall have the right, but not the obligation, to a full or partial redemption of the Debt Security, in accordance with the following: (i) In the event the Issuer decides to redeem in advance the Debt Securities prior to January 7, 2028 (but excluding such date), then the Debt Securities shall be redeemed at the higher price from among the following (1) 100% of the amount of principal which is being redeemed in advance; (2) the amount resulting from calculating this value of the amount of principal being redeemed in advance, and of the pending payments of interest which have been accrued in connection with such amount of principal in accordance with the provisions in Section “Payment of Interest Calendar” (excluding interest accrued and not paid with respect to the principal of the Debt Securities at the date of early redemption) discounted from the MBono Rate, plus 25 (twenty-five) base points (a) in the case of principal, based on the number of days between the early redemption date and the Maturity Date (based on periods of 182 (one hundred and eighty-two) days and a year of 360 (three hundred and sixty) days, and (b) with respect to interest thereon, based on the number of days comprised between the early redemption date and each subsequent Interest Period, up to the Maturity Date (based on periods of 182 (one hundred and eighty-two) days and a year of 360 (three hundred and sixty) days ( together, the amount resulting from such calculation, the “Early Redemption Price”); (ii) in the event the Issuer decides to redeem the Debt Securities in advance subsequent to [January 7 2028] (but including such date), then the Debt Securities subject to early redemption shall be sold at a price equal to the outstanding balance of principal of the Debt Securities. In any event, in addition to the Early Redemption Price, the Issuer shall pay to the Holders interest accrued and not paid with respect to the principal of the Debt Securities, precisely on the early redemption date. The Early Redemption Price shall in no event be less than 100% of the principal amount being redeemed in advance.

The Issuer shall inform the CNBV and the Stock Exchange, by such means as the latter may determine, and Indeval and the Common Agent in writing, at least 6 (six) Business Days prior to the redemption date, of its decision to enforce such right to redemption in advance of the Debt Securities. Notice in connection thereto to Indeval shall contain at least the following information: the date on which the early redemption is to take place, whether this is a full or partial redemption and, as applicable, the amount of principal to be paid, the par value

or outstanding balance of the Debt Securities, and any other information required for collection of the Debt Securities; provided that early redemption shall be implemented through Indeval, located at Paseo de la Reforma No. 255, 9o piso, Colonia Cuauhtémoc, Mexico City, via the electronic transfer system administered by Indeval. No premium shall be payable by the Issuer in the event of redemption in advance of the Debt Securities, in whole or in part.

The Common Agent shall, 2 (two) days prior to the early amortization date, calculate and publish through SEDI the price at which the Debt Securities are going to be redeemed in advance, also advising the CNBV through the STIV-2 and Indeval with the same advance notice, in writing or by such means as they consider advisable.

If, once the notice to which the preceding paragraph refers has been delivered, the Issuer decides not to enforce its right with respect to the respective early amortization, the Issuer shall inform to the CNBV in connection thereto through the STIV-2, the Stock Exchange through SEDI, Indeval and the Common Agent, in writing or by such means as they determine, with at least 2 (two) Business Days´ advance notice prior to the date on which it is planned to carry out the voluntary early amortization, and shall not be considered a default under this Security. Any expenses incurred by the Common Agent concerning such change shall be for the Issuer's account. Likewise, suppose the Issuer fails to inform the CNBV, the Stock Exchange and Indeval in the terms of This paragraph. In that case, the Issuer shall be obliged to perform the early amortization as indicated in the immediately preceding paragraph.]

EVENTS OF ADVANCED MATURITY: If any of the following events occur (each one, an “Event of Advanced Maturity”), the Debt Securities shall become due and payable under the terms and conditions established below:

1.	Default of Payment of Interest when Due. If the Issuer or any of the Guarantors fail to pay when due any amount of interest, and such payment is not made within the 3 (three) Business Days following the date on which it shall have been made (except the last payment of the interest periods, which must be made in accordance with the dates for payment established, as applicable, in this Security). In this case, all amounts payable by the Issuer under the Debt Securities can be declared due and payable in advance, always providing at least 1 (one) Holder representing at least 10% (ten percent) of the current Debt Securities requests the Common Agent to convene a Holders‘ Meeting and resolve as applicable on the advanced maturity of the Debt Securities and, therefore, declare the outstanding principal amount of the Debt Securities, interest accrued and not paid, and all other amounts owed in connection with same immediately due and payable on demand. In the event there is no request by any Holder once 10 (ten) Business Days following that on which the event occurred have elapsed, the Common Agent shall proceed to convene a Holders‘ Meeting to resolve with respect to the advanced maturity.
2.	Insolvency. If the Issuer or any of the Guarantors is declared insolvent, bankrupted or subject to similar proceedings or admits in writing its inability to pay its debts when due.
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3.	Lack of Validity of the Debt Securities. If the Issuer or any of the Guarantors reject, claim, or challenge the validity or enforceability of the Debt Securities.
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4.	Failure to deliver information. If the Issuer fails to deliver the financial and other information required by law or applicable regulation or is required by the CNBV and the Stock Exchange to comply with the delivery of information on securities recorded in the Securities Register, and such failure to comply is not rectified within 10 (ten) Business Days.
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5.	Revocation or termination of the Concessions. If (a) the terms and conditions of the Concessions are modified in such a way as to limit or negatively and significantly affect the rights currently conferred by the Concessions on the Issuer, any of its Guarantors, or its subsidiaries, (b) for any reason a government authority shall rescind, cancel or seize the facilities and operations of any airport operated by the Issuer or any of its Guarantors, always
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providing that such cancellation, rescission or seizure has been declared by a competent judicial authority under a resolution allowing no recourse whatsoever, or (c) any of the Concessions is revoked or terminated, always providing such revocation or termination has been declared by a competent judicial authority under a resolution allowing no recourse whatsoever.

6.	Default on other obligations. If (i) the Issuer or any of the Guarantors omit to pay when due (after any applicable grace period), any amount of principal payable with respect to any Material Debt, or (ii) the early termination is declared of any Material Debt which obligates the Issuer or Guarantors to pay an amount higher than that of a Material Debt (or its equivalent in any other currency) before programmed maturity.
7.	Default under the Debt Securities. If the Issuer or any Guarantor fails to comply with any obligations – other than those of payment - in this Security, and such obligations are not rectified within 30 (thirty) calendar days following the Issuer's date had received written notice from the Common Agent describing such default.
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8.	Judicial Resolutions. If any judicial resolution is issued (not subject to an appeal or any other proceeding) against the Issuer or any Guarantor which, individually or in the aggregate with any other similar resolution, exceeds the amount of US$20’000,000.00 (twenty million Dollars 00/100 Currency of the United States of America) (or its equivalent in other currencies) and such sentence is not complied with or guaranteed within 30 (thirty) calendar days following the date thereof.
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If any of the events mentioned in points 2, 3 or 5(c) above occur, the Debt Securities shall be automatically become due and payable, without a need for notice of default, presentation, payment requirement, protest or notice of any nature, judicial or otherwise, the outstanding balance of the Debt Securities, interest accrued and not paid with respect thereto and all other amounts owed in connection therewith shall become immediately due and payable.

If any of the events mentioned in points 4, 5(a), 5(b), 6, 7 or 8 above occur (and, as applicable, any grace periods under the Debt Securities have elapsed), the amounts payable by the Issuer under the Debt Securities can be declared due and payable in advance, if the Holders‘ Meeting resolves so, and the Issuer shall be declared in default as from the date such resolution of the Holders´ Meeting is delivered, and the outstanding balance of the Debt Securities become due and payable on demand. In order to resolve any advanced maturity, the quorum and voting of the Holders‘ Meeting, at a first or subsequent call, shall be those indicated in paragraph f) of the “Authority, Rules to Convene and Quorum of the Holders‘ Meeting” section hereinbelow.

Once the advanced maturity of the Debt Securities has been declared as provided hereunder, the Common Agent shall inform the CNBV through the STIV-2, Stock Exchange through the SEDI, and Indeval (in writing or by any means they determine), delivering evidence of such decision.

PLACE AND METHOD OF PAYMENT OF PRINCIPAL AND INTEREST: Interest accrued on, and principal of the Debt Securities shall be paid with Indeval, located at Paseo de la Reforma No. 255 3er piso, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, against surrender of this Security, or any other evidence issued for such purpose by Indeval, via electronic transfer. The Issuer shall deliver to Indeval, before 1 pm, on the day such payments are due, the amount to be paid in accordance with the provisions of current Debt Securities.

In the event any payment of principal is not made in full on the Maturity Date or any date of payment, as provided in this Security, Indeval shall not be responsible for giving evidence with respect to such payment; nor shall it be obligated to provide same until such payment has been made in full.

TAX REGIME: Any interest to be paid under the Debt Securities are subject (i) for individuals and corporate entities residing in Mexico, for tax purposes, to the provisions of articles 54, 135, and others applicable of the current LISR (Income Tax Law), and (ii) for individuals and corporate entities residing abroad, for tax purposes, to the provisions of articles 153, 166 and others applicable of the current Income Tax Law. The tax regime can be amended during the term of the Issue. Possible purchasers of the Debt Securities shall consult with their advisors on the tax consequences resulting from the purchase, holding, or sale of the Debt Securities, including applying rules concerning their specific situation. The tax regime of this Issue or investment in the Debt Securities has not been validated or verified by the corresponding tax authorities.

DEFAULT ON PAYMENT OF PRINCIPAL AND INTEREST; OTHER EVENTS OF ADVANCED MATURITY: In the event the Issuer fail to pay, when due, the principal of, and interest on the Debt Securities, or if an Event of Advanced Maturity arises, the Common Agent, without prejudice to the individual rights of the Holders, can exercise the corresponding action for collection, under the instructions resolved by the Holders´ Meeting.

INCREASE IN THE NUMBER OF DEBT SECURITIES AVAILABLE THEREFOR: Subject to market conditions, the Issuer shall be entitled to issue and offer Debt Securities (“Additional Debt Securities”) to the public in addition to the Debt Securities previously issued hereunder (the ”Original Debt Securities”), provided that (i) Additional Debt Securities shall have the same ticker symbol assigned by the Stock Exchange, and (ii) they shall be ruled by the same terms and conditions as the Original Debt Securities (including, without limitation, Maturity Date, Gross Annual Interest Rate applicable to each Interest Period, Interest Payment Date, par value or outstanding balance of principal, as applicable, of each Debt Security, delivery obligations, affirmative and negative covenants, and Events of Advanced Maturity). The Additional Debt Securities shall accrue interest as from the date of issuance thereof at the rate applicable to the Debt Securities, except if the date of issue of the Additional Debt Securities falls on a different day as the initial date of an Interest Period, or the date of issue of the Additional Debt Securities, in which case action shall be adopted as provided in paragraph (d) below.

After any purchase of Original Debt Securities or any issue of Additional Debt Securities, it shall be understood that the Holders have agreed to the issue of Additional Debt Securities. Therefore, the Issue and public offer of the Additional Debt Securities shall not require authorization by the Holders of the Debt Securities. Any issue of Additional Debt Securities shall be subject to the following:

(a)	The Issuer may deliver and offer Additional Debt Securities to the public, always providing: (i) the classifications of the Debt Securities do not fall (whether as a consequence of an increase in the number of current Debt Securities or for any other reason), (ii) the Issuer is up to date in the compliance of its obligations in accordance with the Debt Securities provisions; and (iii) no Event of Maturity A exists or could exist (as a result of the delivery of the Additional Debt Securities). For purposes of the foregoing, the Issuer shall be obligated to deliver to the Common Agent, in writing, a compliance certificate with the provisions of this paragraph before delivery of the Additional Debt Securities.
(b)	The maximum amount of Additional Debt Securities which the Issuer may issue and offer to the public added to the number of the current issue(s) under the Program (including the Issue of the Original Debt Securities) cannot exceed the Total Authorized Amount of the Program. The Additional Debt Securities shall have a preferential right for payment equivalent (pari passu) in all respects to the Original Debt Securities.
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(c)	On the date of issue of the Additional Debt Securities, the Issuer shall change this Security representing the Original Debt Securities (deposited with Indeval) for a new Certificate covering the Original Debt Securities plus the Additional Debt Securities and deposit such
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Certificate with Indeval. Such Certificate shall contain solely such amendments as may be necessary to reflect the Issue of the Additional Debt Securities, that is, (i) the total amount of the Issue, represented by the total amount of the Original Debt Securities plus the amount of the Additional Debt Securities, (ii) the total number of Debt Securities covered by this Security, which shall be equal to the number of Original Debt Securities plus the number of Additional Debt Securities, (iii) the date of issue of the Original Debt Securities and the date of issue of the Additional Debt Securities and (iv) the term of the issue of the Original Debt Securities and of the Additional Debt Securities; the term of the latter shall be equal to the term existing between the date of issue of the Additional Debt Securities and the Date of Maturity of the Debt Securities, since the maturity date of this Security shall be the same Date of Maturity as that of the Original Debt Securities.

(d)	Any delivery of the Additional Debt Securities may take place on any Business Day. In the event the date of issue of the Additional Debt Securities is not the same as the initial date of a Debt Security Interest Period, the Additional Debt Securities shall be entitled to the interest corresponding to all the then-current Interest Period on the date of issue; provided that placement price of the Additional Debt Securities may reflect interest and/or return, as applicable, accrued or to be accrued during the whole Interest Period of the current Original Debt Securities.
(e)	Neither the issue of the Additional Debt Securities nor the increase in the amount of the current Original Debt Securities deriving therefrom shall represent a novation.
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(f)	The Issuer can perform several issues of Additional Debt Securities over the issue of Original Debt Securities to which this Security refers, always providing that the Total Authorized Amount of the Program is not exceeded.
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(g)	The Additional Debt Securities can be placed at a price other than their par value, depending on market conditions.
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(h)	The Issuer shall carry out any applications before the competent authorities in connection with the issue of Additional Debt Securities, including an application for updating registration of the Debt Securities with the CNBV.
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AUTHORITY, RULES TO CONVENE, GATHER, AND QUORUM FOR THE HOLDERS´ MEETINGS.

(a) The meetings of the Holders shall represent such Holders in the aggregate and shall be always governed by the provisions of this Security and of the LGTOC; any resolutions of the Holders´ Meeting shall be valid with respect to all the Holders, even those absent or dissident.

Likewise, the provisions of articles 220, last paragraph, and 223, section I, of the LGTOC shall be applicable to the Holders´ Meeting. The Holders‘ Meeting shall gather whenever convened by the Common Agent.

(b).- The Holders´ Meeting shall meet whenever convened by the Common Agent.

(c). - Holders who individually or jointly have at least 10% (ten percent) of the current Debt Securities, may request the Common Agent to convene a general meeting of Holders, describing the items to be dealt with at the meeting. The Common Agent shall deliver the call for the meeting to be held within 1 (one) month from the date the request is received. In the event the Common Agent fails to comply with this obligation, a competent judge at the Issuer´s location shall, at the request of the petitioning Holders, deliver the call for the meeting.

(d) Any call for a Holders´ Meeting shall be published, at least once, in a newspaper of higher circulation in the domicile of the Issuer, at least 10 (ten) calendar days before the date on which the meeting is to be held. The agenda to be dealt with at the meeting shall be included in the call.

(e) If the Holders‘ Meeting meet to discuss matters other than those listed in insert (f) below, and in order to be considered legally installed at the first call, Holders shall be present at same who have, individually or jointly, at least half plus one of the current Debt Securities, and its decisions shall be valid when adopted by half plus one of the Debt Securities present thereat.

If the Holders‘ Meeting meets at a second or subsequent call to deal with matters other than those indicated in insert (f) below, the quorum shall be any number of Debt Securities represented therein, and resolutions shall be valid when adopted by Holders representing half plus one of the Debt Securities represented at such meeting.

(f) In the following cases, the quorum at the first call shall be of Holders having, individually or jointly, 75% (seventy-five percent) of the current Debt Securities, and decisions shall be adopted by Holders representing, individually or jointly, half plus one of the Debt Securities present at such meeting:

(1)If it is intended to revoke or replace the appointment of Common Agent or any other common representative; or

(2)If it is intended to adopt a resolution for any modification to the terms and conditions of the Debt Securities, unless such modification is to (i) correct any omission or defect in the wording of this Security; (ii) correct or add any provision to this Security which is contrary to the remaining provisions of same, and/or (iii) to comply any requirement, condition or guideline contained in any applicable judgment, judicial resolution, or legal provision; in which case the consent of the Holders shall not be required provided that, in such events, the Issuer, based on the instructions of the Common Agent, shall perform the respective exchange before Indeval, and also provided that it shall inform the following to Indeval in writing or by such means as the latter determines, with at least 6 (six) Business Days ‘advance notice before it is planned to carry out such change of this Security: (x) the date on which the corresponding change shall take place, and (y) any other amendments made to this Security, provided that the Common Agent shall confirm in writing that such changes do not limit or in any way affect the rights of the Holders, considering that they correspond to the provisions indicated in this insert (2). In connection with any purchase of the Debt Securities, it shall be understood that the Holders have agreed to the amendments to which sub-inserts (i), (ii) and (iii) above refer, without the obligation to hold a Holders ‘meeting; or

(3)To grant extensions or grace periods to the Issuer with respect to any payment of principal and interest under this Security;

(4)To resolve on the acceptance (and resulting subscription) or rejection of the bankruptcy agreement proposal or veto of the agreement already executed in terms of article 161 Bis of the Commercial Bankruptcy Law; provided that only in this case can the Holders´ meeting know and authorize discharges contemplated in the respective bankruptcy agreement with the voting quorum established in the present insert (f) (except for this assumption, any release shall be exercised as an individual right or at a Holders´ meeting at which all the current Debt Securities are represented and the respective resolution is unanimously adopted) or

(5)When it must be resolved whether the Advanced Maturity of the Debt Securities arising from a Causa de Venis shall be unanimously adopted), as established in this Security

(g) If the Holders´ meeting gathers at a second or later call to deal with the matters listed in insert (f) above, such meeting must be attended by Holders who, individually or jointly, have the equivalent to half plus one of the current Debt Securities, and resolutions shall be valid when adopted by Holders representing, individually or jointly, half plus one of the Debt Securities present thereat.

(h) In order to attend the Holders´ meetings, the Holders shall surrender the deposit receipts issued by Indeval and the list of holdings issued for such purpose by the corresponding financial broker, as applicable, with respect to the Debt Securities they hold, at the place named in the call to Holders´ meeting, at least on the Business Day prior to the date on which the Holders´ meeting is to be held. The Holders can be represented at the meeting by proxy, evidenced by means of a letter of proxy signed before two witnesses, or by any other means authorized by applicable law.

(i) Under no circumstances can Debt Securities which the Issuer or any person related thereto has purchased on the market be represented at the meeting. Therefore, they shall not be considered to install the meeting and reach the voting quorum at the Holders´ meeting provided in this Security.

(j) Minutes to be signed by the chairman and secretary shall be prepared for each meeting. The list of attendance, signed by those attending and the tellers, shall be attached to the minutes. The minutes and any other information and documents corresponding to the Holders´ meetings or the Common Agent, shall be retained by the latter and at any time may be consulted by the Holders, who shall have the right to request the Common Agent, at their own cost, certified copies of such documents.

(k) For purposes of calculation of the attendance quorum at the Holders´ meetings, the number of current Debt Securities shall be taken as a basis. The Holders´ meeting shall be presided over by the Common Agent, and the Holders shall be entitled to as many votes as correspond to them in proportion to the Debt Securities they have, considering one vote for each current Debt Security except as provided in insert (i) above.

(l) Notwithstanding the above, resolutions adopted outside a meeting by the unanimous vote of Holders that, individually or jointly, hold all the Debt Securities entitled to vote shall have, for all legal purposes, the same value as though adopted in a meeting, always providing resolutions are confirmed in writing to the Common Agent.

(m) Once the Holders´ meeting has been duly convened and gathered, the Holders cannot avoid the holding or continuation of same by withdrawing therefrom. If Holders withdraw or fail to attend the continuation of a Holders´ meeting which has been suspended in the terms of this Security or the applicable law, it shall be considered that they refrain from casting their vote with respect to the matters dealt with at the corresponding meeting.

Nothing contained herein shall limit or affect any rights which the Holders could have, as applicable, pursuant to the provisions of article 223 of the LGTOC.

The Holders´ Meetings shall be held at the address of the Common Agent and, if not possible, at the place mentioned in the respective call.

CORPORATE PURPOSE OF THE ISSUER: The Issuer shall have the following purpose, among others:

(i)

To purchase shares, interest or participations in corporations of a private nature or corporations having State participation, whether as a founder or through the purchase of shares or participations in already established corporations, engaged in the management, operation, including the providing of complementary and commercial airport services, construction and/or operation of civil airports according to the Airport Law and its Regulations, and to participate in the capital stock of companies providing any kind of services, and to vote on the shares they hold when required, always refraining from blocking in the same sense, as provided by their bylaws, or, as instructed by the Board of Directors, the shareholders of the Issuer or any other person to whom this authority has been delegated in terms of its bylaws, to sell, transfer or dispose of any of such shares or participations or other securities as permitted by law.

(ii)

To receive from other Mexican or foreign entities, corporations or individuals and provide to the corporations in which it has an interest or participation or to other entities, corporations or

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individuals, such services as may be required to carry out their corporate purpose including, without limitation, technical consultation services in the industrial, administrative, accounting, marketing or financial areas related to airport administration, operating, construction, finance and/or exploitation.

(iii)

To apply for and obtain, either directly or through its subsidiaries, concessions and permits to engage in the administration, operation, construction and/or exploitation of airports, and to perform any other services for the exploitation of such airports, and carry out any activity supporting and related to such purpose, including but not limited to any activity supporting and related to such purpose, including but not limited to any storage operation, and any other complementary service additional to those it performs and which directly benefit same, and to grant guarantees over such concessions and permits.

In addition, pursuant to the terms of the corresponding regulations and the respective concession certificate, the Issuer can receive, either directly or through its subsidiaries, income for any use of the infrastructure of the civil airport, for the formalization of service agreements which it provides directly, and for the commercial activities engaged by it. The Corporation can also provide handling, storage, and custody of goods operations in Fiscal Precincts, always according to the provisions of the applicable law, after obtaining the required Concessions or authorizations for such purpose and, the Corporation may operate, coordinate, direct, supervise and/or carry out any loading, unloading, and handling of goods under the provisions of the applicable law.

DELIVERY OBLIGATIONS, AFFIRMATIVE AND NEGATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS:

DELIVERY OBLIGATIONS OF THE ISSUER AND THE GUARANTORS: There shall be no delivery obligations of the Issuer and the Guarantors towards the Holders, other than those established in this Security, and hereinbelow. Until the Debt Securities have been redeemed in full, the Issuer and the Guarantors shall have the following obligations:

(a) Payment of principal and interest thereon of the Debt Securities

To pay principal and interest of the Debt Securities, as provided in this Security.

(b) Deposit of principal and interest of the Debt Securities in Indeval

To deposit the amount of principal and interest thereon in the offices of Indeval before, 11:00 A.M. on the corresponding date of payment.

To pay the outstanding balance of the Issue on demand and without the need for any requirement, should the Debt Securities become due and payable in advance.

(d) Prompt payment

To pay any obligation when due.

AFFIRMATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS : There shall be no affirmative covenants of the Issuer and the Guarantors to the Holders, other than those established in this Security. Until the Debt Securities have been redeemed in full, the Issuer and the Guarantors shall have the following obligations:

Disclosure and delivery of information

(a)	To disclose to the investing public, through the means established by applicable laws and on the dates indicated by the Sole Issuers´ Circular, a complete set of its financial statements at the close or each quarter and any other information it should disclose quarterly to the investing public under the Sole Issuers´ Circular, including, without limitation, a document reporting on the exposure of the Issuer to derivate financial instruments at the close of the previous quarter.
(b)	To disclose to the investing public, through the means established by applicable law and on the dates indicated by the Sole Issuers Circular, a complete set of the consolidated audited annual financial statements of the Issuer and any other information which it should disclose annually to the investing public under the Sole Issuers´ Circular.
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(c)	To comply with all requirements for presentation or disclosure of information to which the Issuer is obligated according to the terms of the Stock Market Law, the Sole Issuers´ Circular and any other applicable provisions.
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(d)	To report to the Common Agent in writing, within the 5 (five) Business Days following any legal agent becoming aware of same, of any event representing, or which could represent, an Event of Advanced Maturity under this Security.
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(e)	To deliver to the Common Agent within the first 10 (ten) Business Days of each quarter, a certification signed by a legal Agent indicating that the obligations listed in the “Affirmative Covenants of the Issuer and the Guarantors” of this Security have been complied with, and that as of the date of such certification none of the assumptions established in section “Negative Covenants of the Issuer and the Guarantors” of this Security has occurred and, in the event one of the assumptions provided in such section has occurred, to describe what the Issuer and/or the corresponding Guarantor is doing to correct same and how long this shall take.
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Corporate existence, accounting, compliance with laws and contractual obligations; authorizations.

(a)	To preserve its legal existence and maintain itself as a going concern, except as permitted in points 2 and 3 of section “Negative Covenants”.
(b)	To maintain its accounting under the NIIF or any accounting principles or criteria which may in the future replace any of the NIIF under applicable standards.
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(c)	To comply with and maintain, and ensure that the Guarantors comply with and maintain, the Government Authorizations and all the laws, regulations, orders, rules or requirements of any applicable government authority (including, in connection with the Government Authorizations, the airport law and regulations, the laws and regulations in the matter of communications and transport, the provisions issued by the Ministry of Communications and Transport and by the Directorate-General of Civil Aeronautics, social security, work, pensions and economic competence, together with Environmental laws and regulations, and all its obligations deriving from any contract, agreement, security or instrument to which it is a party, unless failure to comply with the foregoing does not adversely and materially affect the operations or the financial status of the Issuer or of any of the Guarantors..
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Destination of funds. To use the funds of the Issue for the purposes indicated in this Security.
Registration and listing. To maintain the registration of the Debt Securities in the National Securities Register and in the securities listing of the Stock Exchange.
Assets and insurance.

(a)	To maintain any assets required for carrying out its activities in good working condition, except for regular wear and tear, and to perform any repairs, replacements, and improvements to preserve such assets under a good working condition.
(b)	To purchase and maintain with recognized insurance companies, suitable insurance over their assets, or those used in the performance of its operations.
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Fiscal obligations. The Issuer must comply with and be up to date, and ensure that the Guarantors comply and are up to date with, any payment of taxes, contributions, duties, fees and government charges applicable thereto, determined, imposed or claimed, except for the taxes, contributions, rights and government charges, (of whatever amount) the legality of which is pending due to being the object of a controversy with, or of deferment requested before, the competent fiscal authority, always providing that the Issuer (a) has filed the means of defense established by applicable fiscal laws, (b) has established or maintains enough reserves if any, under applicable NIIF, in the event that the origin of the payment is declared lawful by enforceable judgment and (c) it has guaranteed any fiscal interest pursuant to the applicable tax provisions.

7.Labor obligations. The Issuer must comply with, and be informed about, and ensure that the Guarantors with, and be informed about payment of their labor obligations (i.e., contributions to the Mexican Social Security Institute, the National Fund for Workers´ Housing Institute, and the Savings for Retirement System, or any other similar contribution established by applicable laws and regulations, except for those labor obligations (of whatever amount) the application or determination of which is pending resolution due to being a matter of controversy with, or payment deferral requested before, the competent authorities, always providing that the Issuer or, as applicable, the Guarantor (a) has filed in good faith the means of defense established by applicable legal provisions, (b) has established or maintain sufficient reserve funds, if applicable, in accordance with the NIIF, in case payment thereof is mandatory due an enforceable judicial order, and (c) the interests of the workers have been guaranteed according to the respective provisions, as applicable.

Payment priority (Pari Passu). The Issuer shall do whatever necessary so that its obligations under the Debt Securities represent direct unsecured obligations of the Issuer and that they have the same preference for payment, in the event of commercial bankruptcy, as any other direct unsecured obligations of the Issuer, except for the priorities established by operation of law.
Minimum Guaranty. The Issuer and the Guarantors shall comply with a Minimum Guaranty and, should they fail to do so, the Issuer shall have the obligation, within the following 30 (thirty) Business Days following the date on which the annual consolidated audited financial statements of the Issuer become available, to start the applicable procedures before the corresponding authorities in order to include new Guarantors to comply with such Minimum Guaranty.

NEGATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS : There shall be no Negative Covenants for the Issuer and the Guarantors before the Holders, except those established in this Security as follows. Until the Debt Securities are fully redeemed, the Issuer and the Guarantors shall not:

Corporate purpose

Change or amend the basic purpose of the Issuer and the Guarantors, except for those corporate reorganizations, changes or amendments that do not adversely and materially affect the operations or the Issuer's financial position Guarantors.

Mergers, Spin-offs

Merge (or consolidate with any third party) or spin-off, or permit that the Guarantors merge, spin-off, dissolve or are liquidated, unless (i) the corporation or entity resulting from the merger or spin-

off assumes the obligations of the Issuer and the Guarantors in accordance with the Debt Securities or that the Issuer or the Guarantors are the merging or spinning-off entity, (ii) due to such merger or spin-off no Cause of Early Maturity occurs or any other event which, due to time elapsed, notice or both, could become a Cause of Early Maturity as the result of such merger, spin-off or consolidation, and (iii) a legal opinion is delivered to the Common Agent, issued by a law firm of recognized standing, in a way that such transaction does not affect the terms and conditions of the Debt Securities.

Restrictions on the sale of shares

The Issuer and the Guarantors cannot perform any sale or any other transfer of their assets to any third party outside the regular course of their business unless (i) sale is made to comply with contractual commitments assumed before the issue of the Debt Securities, or (ii) such sale does not imply a material adverse perform which affects the solvency of the Issuer and the Guarantors.

Encumbrances

Create or permit that the Issuer or any of the Guarantors create, any Encumbrance or lien, unless (i) they are Permitted Encumbrances, or (ii) that simultaneously with any Encumbrance, the Issuer or the respective Guarantor secure at least with the same form and priority any of its obligations under the Debt Securities.

“Permitted Encumbrances”, means:

(i)	Encumbrances from any obligation of a fiscal or labor nature or imposed by law, always providing they have been impugned in good faith and with respect to which reserves, or any other provision have been created in accordance with the NIIF, as applicable.
(ii)	Deposits to secure the fulfillment of bids, commercial agreements, leasing, warranties and other similar obligations, in each case, formalized in the regular course of business.
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(iii)	Encumbrances created as the result of legal easements over the assets of the Issuer or its Subsidiaries.
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(iv)	Encumbrances created prior to the Date of Issue of the Debt Securities.
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(v)	Encumbrances over assets that exist before the Issuer or any of its Subsidiaries purchase any of them, or over the assets of a person who becomes a Subsidiary of the Issuer that exists before this occurs, always providing (a) such Encumbrances had not been created exclusively because of such purchase transaction or that such person become as an asset of the Issuer as a Subsidiary of the Issuer, (b) such Encumbrances do not extend to other assets of the Issuer or those of any of its subsidiaries, and (c) such Encumbrances solely guarantee those obligations which were guaranteed on the date of their acquisition or when such person becomes a Subsidiary of the Issuer, as applicable, and of the extensions, renewals or substitutions of such obligations which do not imply an increase in the principal amount thereof; and
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(vi)	Encumbrances other than those previously mentioned, always providing such encumbrances do not exceed, in part or in whole, at any time 20% (twenty percent) of the Total Consolidated Assets.”
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Transactions with Related Parties.

Formalize operations with Related Parties (as such term is defined in the LMV), except for operations in the regular course of business of the Issuer or any of the Guarantors and, if applicable, these are formalized in an arms-length transaction and at least in similar terms as

those which the Issuer or any of the Guarantors has obtained on engaging in a similar transaction with a non-related third party.

Transactions with Affiliates.

Formalize or permit the Issuer or any of the Guarantors to formalize operations with Affiliates, except for operations in the regular course of business and, if applicable, to execute same under conditions no less favorable for the Issuer or any of the Guarantors, as applicable than those it would obtain in a comparable operation in market terms with someone other than its Affiliate.

The preceding paragraph shall not apply in the following cases:

Any operation between the Issuer and the Guarantors, and

Any agreement, covenant or contract in force on the date of issue of the Debt Securities (including as an indication but not limited to, the Technical Assistance and Transfer of Technology Agreement), together with its additions, supplements, amendments or extensions made from time to time, always providing such materially and in aggregate, additions, supplements, modifications or extensions are not disadvantageous to Issuer or the Guarantors, materially and in aggregate, with respect to the conditions existing on the date of issue of the Debt Securities.

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Payment of Dividends.

Pay dividends or make any distribution to its shareholders should a Cause of Early Maturity have occurred and continue.

COMMON AGENT: Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, is hereby appointed as the Common Agent of the Holders of the Debt Securities, pursuant to the terms of article 64, section XIII, 68 and 69 of the LMV, and the Common Agent accepts the appointment and agrees to faithfully perform and comply with any obligations and powers derived therefrom.

The Common Agent should verify, through the information and documents provided thereto for such purpose, the compliance in time and form of the obligations of the Issuer and of the Guarantors provided in this Security (except for the accounting, fiscal, labor, and administrative obligations which are not directly related to the payment of the Debt Securities). For purposes of complying with such obligations, the Common Agent shall have the right to request the Issuer, the Guarantors, their external auditors, legal advisors, or those persons performing services to the Issuer in connection with the Debt Securities, any information, and documents as may be necessary for complying with the foregoing obligations. Additionally, the Issuer and the Guarantors agree to deliver such information and documents and to require their external auditors, legal advisors, or third-party providers to provide to the Common Agent the information and documents within the periods reasonably requested by the latter for the compliance of its duties, provided that the Common Agent shall inform the Holders with respect to the confidentially thereof, and shall maintain due reserve with respect thereto (always providing that it is not of a public nature).

The Common Agent can perform visits or audits of the Issuer annually, provided that, should the Common Agent so consider it convenient, it can perform such visits in different moments and frequently, always providing it has requested such visit or audit with at least 10 (ten) Business Days Advance notice.

The Common Agent shall request the Issuer to make immediate public knowledge, by means of a relevant event, any default on the obligations of this Security by the Issuer and the Guarantors of which it is aware.

Should the Issuer fail to disclose the relevant event within 2 (two) Business Days following the notice by the Common Agent, the latter shall have the obligation of immediately publishing such relevant event.

The Common Agent shall deliver information about the performance of its duties when so requested by the general meeting of Holders or at the time of completing its duties, when so requested by the general meeting of Holders. In those events which such performance information implies specialized aspects which cannot be prepared by the Common Agent directly, or information in addition to that it should provide at the cost of the Holders, the Common Agent shall have the right to retain a third party to help in preparing the information.

In order to comply with the foregoing, the Common Agent can ask the general Holders´ meeting or, as applicable, the latter can retain the services (which the Issuer or the Holders shall pay fees) of a specialized firm to assist in the compliance of its obligations for revision established in this Security and in the applicable laws, subject to the responsibilities established by the Holders´ meeting in this respect, and as a result can rely on, act and/or refrain from acting based on the decisions of such experts as determined by the Holders´ meeting. Should the general Holders´ meeting fail to approve such retention, the Common Agent shall only respond for the activities for which it is solely responsible in terms of this Security and applicable legal provisions. The foregoing provided that, should the Holders´ meeting authorize retention of such third party expert, but the Common Representative fails to provide sufficient funds for such purpose, the provisions of article 281 of the Commercial Code and article 2577 of the Civil Code for the Federal District (now Mexico City) and their correlative articles for the State of Mexico shall apply in connection with its status as mandatory in the terms of article 217 of the LGTOC, provided that the Common Agent shall not be obligated to advance the amounts required for retention of such expert, and shall not be responsible for any delay in the retention process and/or the lack of funds therefor and/or because they are not provided thereto.

Neither the Common Agent nor any officer. director, agent, employee, subsidiary or agent thereof, shall be responsible for supervising compliance with the services retained such as external auditors, or consultants, fiscal advisors and lawyers, including any advisor retained for the B benefit of the Holders.

Likewise, the Common Agent shall have the powers and obligations considered in this Security. the LMV and in what is not provided for and/or applicable of the LGTOC, the Common Agent shall act in accordance with the instructions of the Holders´ meeting for the purposes of clarity, and the Common Agent shall not represent the Holders individually, but solely as a whole.

The Common Agent shall have, among others, the following rights, obligations, and authority.

To sign this Security according to the terms of the LMV.

To supervise compliance with the use of funds authorized by the CNBV.

To convene and preside over the general Holders´ meeting when the law so requires, when it is considered convenient and when required in accordance with this Security, and to execute its resolutions.

To sign, in the name of the Holders and based on the Holders´ meeting resolutions, when applicable, any documents or agreements to be signed with the Issuer when applicable.

To represent the Holders before the Issuer or any authority.

To perform any action as may be advisable to safeguard the rights of the Holders.

To calculate and inform through SEDI or by any other means determined by the Stock Exchange for such purpose, the interest rates of the Debt Securities, notices for payment of interest and the redemption of principal according to the Debt Securities, and to inform the foregoing in writing to the Issuer, to the CNBV through the STIV-2 and Indeval (or by such means as they determine), with at least 2 (two) Business Days in advance.

To act before the Issuer as an intermediary with respect to the Holders and perform any action or rights corresponding to the Holders for payment purposes to such Holders the related interest and redemptions.

Generally, to perform any action, authority and comply with any obligations under this Security, the LMV, the LGTOC, and sound stock exchange practices

Any action carried out by the Common Agent in the name or for the Holders' account, and according to the provisions of this Security or of applicable law, shall be mandatory and shall be considered as accepted by the Holders.

The Common Agent may be removed from its duties by resolution of the Holders´ meeting, provided that such removal shall be effective as from the date on which a succeeding common representative has been appointed, accepted, and ratified such appointment. The Holders can only appoint as common agents any brokerage firm or credit institution authorized under applicable current Mexican law, and cannot compete among them or be subsidiaries, affiliates or come, directly or indirectly, within the control group of any competitor of the Issuer and/or its subsidiaries or affiliates.

The Common Agent shall conclude its duties on the date on which the Debt Securities are paid (including interest outstanding and not paid and any other amounts due and payable), or on the date such Common Agent is replaced in accordance with the preceding paragraph.

The Common Agent shall have no obligation to incur in any expenses or pay any amount whatsoever from its own funds to implement any action or duty which should be performed by it; therefore, should any conflict arise originated by the authorities, by the Issuer or by any third party which prevents payment of any interest or redemption as provided in this Security, the Common Agent shall inform thereof to the Holders´ meeting, and, based on the resolution adopted by such meeting, the Common Agent may confer any powers and authority in favor of the person or persons instructed for such purpose by the Holders´ meeting, and, if applicable, request the Holders for a contribution of any funds to cover the fees of such appointed person(s).

The Common Agent shall only act or refrain from acting based on the information received without being obligated to verify its authenticity or integrity of such information. The Common Agent shall not be responsible in the event for fraudulent acts, negligence, willful misconduct or illegal actions including from the Issuer or individuals executing and signing the documents of the Issue. The Common Representative shall not be responsible in the event it has acted in good faith and strictly under applicable law, based on the information available or endeavoring to protect any interest of the Holders.

APPLICABLE LAW; JURISDICTION: This Security of Debt Securities shall be governed and interpreted under the Laws of Mexico. The Issuer, the Common Agent, by purchasing the Debt Securities, submit themselves to the jurisdiction of the federal courts sitting in Mexico City, for any controversy related to the Debt Securities, hereby waiving any other jurisdiction which could correspond to them due to their respective domicile, present or future, or for any other reason.

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This Security consist of 25 pages and is signed by the Issuer, the Guarantors, and only as evidence of acceptance of its duties, by the Common Agent, in the City of Mexico on April 16, 2021.

Issuer

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

____________________________________

Ruffo Pérez Pliego del Castillo

Attorney-in-fact

Guarantors

Aeropuerto de Culiacán, S.A. de C.V.

Aeropuerto de Chihuahua, S.A. de C.V.

Aeropuerto de Monterrey, S.A. de C.V.

____________________________________

Ruffo Pérez Pliego del Castillo

Attorney-in-fact

Common Agent

As evidence of the appointment acceptance, the authority conferred upon, and obligations assumed herein by the Common Agent of the Debt Securities

Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero

____________________________________

José Daniel Hernández Torres

Attorney-in-fact

I, Francisco J. Laguardia, an Expert Translator, certified according to Resolution No. 16-44/2020, dated December 1^st^ 2020 issued by the Judicial Board, that contains the List of Expert Witnesses authorized to assist the Superior Court of Justice in Mexico City, Mexico, effective from March 8, 2021, hereby do certify that the preceding translation is an accurate and correct translation into the English language of its original text in the Spanish language.

Mexico City, April 21, 2021.

/s/ Francisco J. Laguardia

Francisco J. Laguardia

Expert Translator 25

Exhibit 2.d

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of April 22, 2021, Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Company” or “OMA”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its Series B shares and its American Depositary Shares (“ADSs”).

1. Description of Series B Shares.

The Company’s Series B shares are registered only in connection with the registration of the Company’s ADSs, pursuant to the requirements of the Securities and Exchange Commission, and are not for trading. The following description of the Company’s Series B shares is a summary and does not purport to be complete and is subject to and qualified in its entirety by the Company’s Bylaws (the “Bylaws”), as adopted at the Extraordinary Shareholders’ Meeting held on July 7, 2020, and applicable Mexican law concerning companies, as amended from time to time. An English translation of the Bylaws, prepared for information purposes only, is included as Exhibit 1.1 to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2020.

A. General.

The Company has Series B and Series BB shares in issue which are governed by the laws of Mexico and are registered with the Registro Nacional de Valores (Mexican Securities Registry), as required under the Mexican Ley del Mercado de Valores (Mexican Securities Market Law) and regulations issued by the Mexican Comision Nacional Bancaria y de Valores (Banking and Securities Commission, or CNBV). The Company’s publicly traded share capital consists of its Series B common shares without par value, which are publicly traded in Mexico on the Bolsa Mexicana de Valores, S.A.B. de C.V. under the ticker symbol “OMAB.” As of April 22, 2021, there were 340,345,556 Series B shares and 49,766,000 Series BB shares outstanding, respectively.

B. Dividends.

At the Company’s annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval the Company’s financial statements for the preceding fiscal year as presented by the Company’s Chief Executive Officer. Five percent of the Company’s net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of the Company’s capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock.

C. Voting Rights and Shareholders’ Meetings.

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of the Company’s shareholders. Holders of Series BB shares are entitled to elect three members of the Board of Directors. The Bylaws provide that the Board of Directors will have such odd number of members as determined by the shareholders’ meeting, which number shall not be less than eleven and shall be subject to the maximum limit set forth by the Mexican Securities Market Law. Currently, the Board of Directors consists of eleven members.

Under Mexican law and the Bylaws, the Company may hold three types of shareholders’ meetings: ordinary, extraordinary and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meeting. An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on the Company’s financial statements, the appointment of members of the Board and the determination of compensation for members of the Board. In addition, the ordinary shareholders’ meeting shall meet for the approval of any transaction representing the equivalent of 20.0% or more of the consolidated assets of the Company.

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

· extension of the Company’s duration or voluntary dissolution,

· an increase or decrease in the Company’s minimum fixed capital,

· change in corporate purpose or nationality,

· any transformation, merger or spin-off involving the Company,

· any stock redemption or issuance of preferred stock or bonds,

· the cancellation of the listing of the Company’s shares with the National Registry of Securities or on any stock exchange,

· amendments to the Company’s Bylaws, and

· any other matters for which applicable Mexican law or the Bylaws specifically require an extraordinary meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Shareholders’ meetings are required to be held in the Company’s corporate domicile, which is Mexico City. Calls for shareholders’ meetings must be made by the Chairman, the Secretary or any two members of the Board of Directors. Any shareholder or group of shareholders representing at least 10.0% of the Company’s capital stock has the right to request that the Board of Directors call a shareholders’ meeting to discuss the matters indicated in the relevant request. If the Board of Directors fails to call a meeting within 15 calendar days

following receipt of the request, the shareholder or group of shareholders representing at least 10.0% of the Company’s capital stock may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the official gazette of the federation or in one newspaper of general circulation in Mexico at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Calls must be signed by whomever makes them, provided that calls made by the Board of Directors must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors for that purpose. Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing the Company’s capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in the Company’s share registry; and (ii) at least one business day prior to the commencement of the meeting submit (a) an admission ticket issued by the Company for that purpose, and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Market Law. The share registry will be closed three days prior to the date of the meeting. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be directors of OMA. Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses. Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Mexican custodian for the depositary, S.D. Indeval, Instituto para el Depósito de Valores, S.A. de C.V (“Indeval”) coupled with a certificate issued by any institution with an account at Indeval.

D. Special Voting Rights of Series BB Shares.

Series BB shares are held by Servicios de Tecnología Aeroportuaria, S.A. de C.V., (“SETA”). In addition to the right to elect three members of the Board of Directors, Series BB shares are entitled to certain special voting rights. For example, pursuant to the Bylaws, SETA (as holder of Series BB shares) is entitled to present the Board of Directors with the name or names of the candidates for appointment as chief executive officer, to remove the Company’s chief executive officer and to appoint and remove one half of the executive officers, and to elect three members of the Board of Directors. The Bylaws also provide SETA veto rights with respect to certain corporate actions (including some requiring approval of the Company’s shareholders) so long as its Series BB shares represent at least 7.65% of the Company’s capital stock.

E. Directors.

The Bylaws provide that the Board of Directors will have such odd number of members as determined by the shareholders’ meeting, which number shall not be less eleven and shall be subject to the maximum limit set forth by the Mexican Securities Market Law. Under the Mexican Securities Market Law and the Bylaws, at least 25% of the Company’s directors must be independent.

Each person (or group of persons acting together) holding 10.0% of the Company’s capital stock in the form of Series B shares is entitled to elect one director. The shareholders of Series BB shares will have the right to appoint three members and their respective alternates. The remaining positions on the Board of Directors will be filled based on the vote of all holders of Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10.0% of the Company’s capital stock. The candidates to be considered for election as directors by the Series B shareholders will be proposed to the shareholders’ meeting by the Nominations and Compensation Committee. All directors are elected based on a simple majority of the votes cast at the relevant shareholders’ meeting. The Bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of the Company’s directors is proposed by the Nominations and Compensation Committee to all of the Company’s shareholders at shareholders’ meetings for their approval.

At each shareholder meeting that approves the appointment of the members of the Board of Directors, shall first appoint the members of the Board of Directors elected by: (i) the shareholders or group of shareholders of the Series “B” shares that represent 10% (ten percent) of the capital stock, (ii) the shareholders of series “BB” shares, and (iii) in the event that (a) at least eleven members have not yet been appointed, (b) there is not an odd number of board members, or (c) the 25% (twenty five percent) of independent board members are not yet appointed as mentioned before, the shareholders meeting shall appoint the missing members by majority of votes.

F. Right of Withdrawal.

Any shareholder having voted against a resolution validly adopted at a meeting of the Company’s shareholders with respect to (i) a change in the Company’s corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving the Company in which the Company is not the surviving entity or the dilution of its capital stock by more than 10.0%, or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with the Company within 15 days following the holding of the relevant shareholders’ meeting. The redemption of the shareholders’ shares will be effected at the lower of (a) 95.0% of the average trading price determined on the closing prices of the Company’s shares over the last thirty days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the Company’s most recent audited financial statements approved by the Company’s shareholders’ meeting.

G. Registration and Transfer.

The Company’s shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Market Law and regulations issued by the CNBV. The Company’s shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto. The Company’s shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval. Indeval is the holder of record in respect of all such shares held in book-entry form. Indeval will issue certificates on behalf of the Company’s shareholders upon request. Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV. The Company maintains

a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as the Company’s shareholders. The transfer of shares must be registered in the Company’s stock registry. In the case of an international offering, the depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:

· SETA was required to retain at least 51% of its Series BB shares until June 14, 2007. Since June 14, 2007, SETA is free to sell in any year up to one eighth of such 51% interest in Series BB shares. As of April 22, 2021, SETA has not elected to transfer any such shares.

· If SETA owns Series BB shares that represent less than 7.65% of the Company’s capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

· If SETA owns Series BB shares representing at least 7.65% of the Company’s capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion. For purposes of Company’s bylaws, a “related person” means, with respect to any person:

· any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

· any corporation or person having the capacity to determine the business guidelines and policies of such person;

· in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

· SETA; or

· with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement.

For purposes of the Company’s bylaws, “control” of a person, with respect to any person, is defined as:

· the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person;

· the contractual right to elect the majority of the members of the Board of Directors of the person;

· the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or

· existence of commercial relations representing the purchase of more than 15% of the total annual sales.

Any offering that is undertaken in Mexico by the Company or any selling shareholder must either (i) comply with the public offering requirements set forth in the Mexican Securities Market Law and applicable rules and regulations issued by the CNBV or (ii) be carried out as a private placement pursuant to Article 8 of the Mexican Securities Market Law.

H. Changes in Capital Stock.

Increases and reductions of the Company’s capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of the Company’s bylaws and the Mexican General Law of Business Corporations.

Subject to the individual ownership limitations set forth in the Company’s bylaws, in the event of an increase of the Company’s capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, the Company’s shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time. Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to the Company’s shareholders through the electronic system established by the Mexican Ministry of Economy (Secretaría de Economía), provided that if at the corresponding meeting all of the Company’s shares are duly represented, the 15-calendar day period shall commence on the date of the meeting.

The Company’s capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases. The Company’s capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations or by repurchase of The Company’s own stock in accordance with the Mexican Securities Market Law.

I. Liquidation.

Upon the Company’s dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up the Company’s affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

J. Ownership Restrictions.

Under Mexican Airport Law:

· no more than 5.0% of the Company’s outstanding capital stock may be owned by air carriers; and

· foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of the Company’s capital stock.

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” OMA or any of the Company’s subsidiary concession holders.

Under the Mexican Airport Law and the Mexican Foreign Investments Law, foreign persons may not directly or indirectly own more than 49.0% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments is obtained.

Our subsidiaries may not, directly or indirectly, invest in the Company’s shares, except for shares of the Company’s capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Market Law.

K. Change of Control and Tender Offer Procedures.

Under the Bylaws and applicable Mexican law, any person or group that intends to acquire, directly or indirectly, ownership of 30.0% or more of the Company’s ordinary shares through one or more transactions must make the acquisition through a public offer in accordance with applicable law and the following provisions of the Bylaws:

· The offer must include both of the Company’s series of shares, and the consideration offered per share must be the same, regardless of the class or type of share.

· If the offeror intends to obtain control of the Company, the offer must be for 100.0% of the Company’s capital stock, and if the offer does not imply obtaining control, then the offer must be for at least 10.0% of the Company’s capital stock.

· The offer must indicate the maximum number of shares it covers and, if applicable, the minimum number of shares on which the offer is conditioned.

· The offer may not provide any consideration that implies a bonus or higher price to the amount of the offer in favor of any person or group of persons related to the offeree (not including agreements that have been approved by the Board of Directors of the Company, taking into account the opinion of the Company’s Auditing Committee, and have been disclosed to the investing public).

Such public offers will require prior approval from the majority of the members of the Board of Directors appointed for each one of the series of shares of the Company’s capital stock. In case the offeror intends to acquire control of the Company, the provisions of the Mexican

Securities Market Law relative to shareholders’ meetings and shareholders’ rights, insofar as they do not conflict with the provisions of this section, will apply.

For the purposes of the above, the following rules and procedures will apply under Mexican law and the Bylaws:

· The offeror must inform the Company, through the Board of Directors, of the terms and conditions of the offer it intends to make by sending a notice to the Board of Directors.

· Immediately after it receives the notice, the Board of Directors must provide to the Mexican Stock Exchange a notice of applicable legal provisions, and make it available to all the Company’s shareholders.

· The Board of Directors must prepare, considering the opinion of the Audit and Corporate Practices Committee, its opinion with regard to the price or consideration offered, any other terms and conditions of the offer and conflicts of interest, if any, that each member of the Board of Directors may have with respect to the offer. This opinion may include the opinion of an independent expert retained by the Board.

· The Board of Directors will provide this opinion to the investing public through the Mexican Stock Exchange within three months after receipt of the offer notice, at the latest.

· The members of the Board of Directors and the Company’s chief executive officer of the Company must disclose to the investing public, along with the opinions mentioned above, as applicable, the decision they will take in connection with their own shares.

· If the Board approves the terms and conditions of any offer, the offeror must obtain prior authorization from the Ministry of Communications and Transportation for the “change of control” prior to the commencing the public offer. See “Item 4. Information on the Company—Mexican Regulatory Framework—Reporting, Information and Consent Requirements.”

o For purposes of the preceding item exclusively, and in accordance with the provisions of Article 23 of the Mexican Airport Law, a person or group of persons shall be deemed to have control when it owns 35.0% or more of the capital stock of the Company, has control of the general shareholders’ meetings, or is able to appoint the majority of the members in charge of management or otherwise control the Company.

· If the holders of the Series BB shares express their interest in accepting an offer (which does not imply any obligation on their part to participate in such offer), the launching of the offer shall be conditioned upon obtaining prior authorizations

from the Ministry of Communications and Transportation, including those relating to the transfer of the Series BB shares.

· If the Board approves the terms and conditions of an offer, the offeror must complete the other acts that are necessary for the purpose of carrying out the offer. That includes, among other things, obtaining the authorization of the Ministry of Communications and Transportation, as well as providing the notifications required by applicable law.

2. Description of American Depositary Shares.

A. General.

Pursuant to the Company’s form F-1 filed with the SEC on November 15, 2006 (Commission file No. 333-138710), the Company registered ADSs which are represented by American Depositary Receipts (“ADRs”) in a sponsored facility. The deposit agreement, dated as of August 9, 2016, is among the Company, JPMorgan Chase Bank, N.A., as ADR depositary, (“JPMorgan” or the “Depositary”) and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Copies of the Deposit Agreement are also on file at the Depositary’s corporate trust office and the office of the Mexican custodian for the Depositary, S.D. Indeval, Instituto para el Depósito de Valores, S.A. de C.V. They are open to inspection by owners and holders during business hours. The Depositary’s corporate trust office is located at 4 New York Plaza, Floor 12, New York, New York 10004.

JPMorgan registers and delivers ADSs. Each ADS represents eight Series B shares (or a right to receive eight Series B shares). Each ADS will also represent any other securities, cash or other property which may be held by the Depositary.

ADS holders may hold ADSs either (A) directly by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in their name, or (B) indirectly by holding a security entitlement in ADSs through their broker or other financial institution. An ADS holder who holds ADSs directly is a registered ADS holder, also referred to as an ADS holder (“ADS Holder”, and collectively “ADS Holders”). An ADS holder who holds their ADSs indirectly, must rely on the procedures of their broker or other financial institution to assert the rights of ADS holders described in this exhibit. ADS holders who hold their ADSs indirectly should consult with their broker or financial institution to find out what those procedures are.

The Depositary will be the holder of the Series B shares underlying an ADS Holder’s ADSs. As a registered holder of ADSs, an ADS Holder will have ADS holder rights. The Deposit Agreement sets out ADS holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the ADSs. The Company will not treat an ADS Holder as one of its shareholders and an ADS Holder will not have shareholder rights. Mexican law governs shareholder rights.

B. Dividends and Other Distributions.

The Depositary has agreed to pay ADS Holders the cash dividends or other distributions it or the custodian receives on Series B shares or other deposited securities, after deducting its

fees and expenses. An ADS Holder will receive these distributions in proportion to the number of Series B shares their ADSs represent.

· Cash. The Depositary will convert any cash dividend or other cash distribution the Company pays on the Series B shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the Deposit Agreement allows the Depositary to distribute the foreign currency only to those ADS holders to the extent permissible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and will not be liable for any interest.

Before making a distribution, the Depositary will deduct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, an ADS Holder may lose some or all of the value of the distribution.

· Shares. The Depositary may distribute additional ADSs representing any shares the Company distributes as a dividend or free distribution. The Depositary will only distribute whole ADSs. It will try to sell shares that would require it to deliver fractions of ADSs and distribute the net proceeds in the same way as it does with cash. If the Depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares.

· Rights to purchase additional shares. If the Company offers holders of its securities any rights to subscribe for additional shares or any other rights, the Depositary may, after consultation with the Company, make these rights available to ADS Holders (including by any means of warrants or otherwise, if the Depositary determines it is feasible and lawful to do so) or sell the rights and distribute the proceeds in the same way as it does with cash.

The Depositary will not offer rights to holders unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act or are registered under the provisions of the Securities Act.

· Other Distributions. The Depositary will send to an ADS Holder anything else the Company distributes on deposited securities, in proportion to the number of ADSs an ADS Holder holds, by any means the Company deems equitable and practicable; provided, however, if the Company determines the distribution cannot be made proportionately among the holders, or if the distribution is otherwise not feasible, the Depositary may adopt such method as it may deem equitable and practicable, including the sale of such property and the distribution of the net proceeds thereof in the same manner as cash distributions.

The Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders provided that the Depositary has not acted negligently or in bad faith.

C. Deposit and Withdrawal.

The Depositary will deliver ADSs upon the deposit of Series B shares with the custodian, subject to an ADS Holder’s delivery to the Depositary or the custodian of any certificates required under the Deposit Agreement and payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees. The Depositary will register the appropriate number of ADSs in the names the ADS Holder requests.

D. Voting Rights.

An ADS Holder will not be entitled to attend shareholder’s meetings, but it may instruct the Depositary to vote the Series B shares underlying their ADSs. If the Company asks for an ADS Holder’s instructions, the Depositary will notify the ADS Holder of the upcoming vote and arrange to deliver the Company’s voting materials to the ADS Holder. The materials will describe the matters to be voted on and explain how an ADS Holder may instruct the Depositary to vote the Series B shares or other deposited securities underlying the ADS Holder’s ADSs as it directs by a specified date.

If the Depositary does not receive voting instructions from the ADS Holder by the specified date, it will consider the ADS Holder to have authorized and directed it to vote the number of deposited securities represented by the ADS Holder’s ADSs on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting.

The Company cannot assure an ADS Holder that it will receive the voting materials in time to ensure that it can instruct the Depositary to vote their Series B shares. This means that an ADS Holder may not be able to exercise their right to vote and there may be nothing it can do if their Series B shares are not voted as it requested.

E. Payment of Taxes.

ADS Holders will be responsible for any taxes or other governmental charges payable on ADSs or on the deposited securities represented by any ADSs. The Depositary may refuse to register any transfer of ADSs or allow withdrawal of the deposited securities represented by ADSs until such taxes or other charges are paid. It may apply payments owed to ADS Holders or sell deposited securities represented by an ADS Holder’s ADSs to pay any taxes owed and such holder will remain liable for any deficiency. If the Depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

F. Reclassifications, Recapitalizations and Mergers

Upon any change in par value, split-up, consolidation or any other reclassification or deposited securities, or upon any recapitalization, reorganization, merger or consolidation or sale

of assets affecting the Company or to which the Company is a party, any securities received by the Depositary or custodian in exchange for or in conversion of such securities will be treated as additional securities, and the underlying ADSs will represent, in addition to the Series B shares underlying the ADSs, the right to receive such new securities in exchange for conversion, unless, at the Company’s request and with the Company’s approval, the Depositary delivers additional ADRs.

G. Amendment and Termination

The Company may agree with the Depositary to amend the Deposit Agreement and the ADSs without the ADS Holder’s consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges, or prejudices a substantial right of ADS Holders, it will not become effective for outstanding ADSs until 30 days after the Depositary notifies ADS Holders of the amendment. At the time an amendment becomes effective, an ADS Holder is considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the ADSs and the Deposit Agreement as amended.

The Depositary will terminate the Deposit Agreement if the Company asks it to do so. The Depositary may also terminate the Deposit Agreement if the Depositary has told the Company that it would like to resign and the Company has not appointed a new depositary bank within 90 days. In either case, the Depositary must notify an ADS Holder at least 30 days before termination.

After termination, the Depositary and its agents will do the following under the Deposit Agreement but nothing else: (a) collect distributions on the deposited securities, (b) sell rights and other property and (c) deliver Series B shares, dividends and other distributions, proceeds of any sale and other deposited securities upon surrender of ADSs. As soon as practicable after the expiration of six months from the date so fixed for termination, the Depositary shall sell the Deposited Securities. After that, the Depositary will hold the money it received on the sale, as well as any other cash it is holding under the Deposit Agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The Depositary’s only obligations will be to account for the money and other cash. After termination the Company’s only obligations will be to indemnify the Depositary and to pay fees and expenses of the Depositary that the Company agreed to pay.

H. Limitations on Obligations and Liability

The Deposit Agreement expressly limits the Company’s obligations and the obligations of the Depositary. It also limits the Company’s liability and the liability of the Depositary. Each of the Company and the Depositary:

· are only obligated to take the actions specifically set forth in the Deposit Agreement with good faith using reasonable efforts;

· are not liable if it is prevented or delayed by law or circumstances beyond its control from performing its obligations under the Deposit Agreement;

· are not liable if it exercises discretion permitted under the Deposit Agreement;

· have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit Agreement unless it receives an indemnity satisfactory to it; and

· may rely upon any advice or information from any person it believes in good faith to be competent to give such advice or information.

In the Deposit Agreement, the Company agrees to indemnify the Depositary for acting as depositary, except for losses caused by the Depositary’s own negligence or bad faith, and the Depositary agrees to indemnify the Company for losses resulting from its negligence or bad faith.

I. Requirements for Depositary Actions

Before the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares or other property, the Depositary may require:

· payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Series B shares or other deposited securities;

· satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

· compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents.

The Depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the Depositary or the Company’s transfer books are closed or at any time if the Depositary or the Company thinks it advisable to do so.

J. An ADS Holder’s Right to Receive the Series B Shares Underlying their ADSs

An ADS Holder has the right to withdraw the Series B shares underlying their ADSs at any time except:

· when the Depositary has closed its transfer books or the Company has closed its transfer books;

· when the ADS Holder owes money to pay fees, taxes and similar charges; or

· when it is deemed necessary or advisable by the Company or the Depositary, for any reason, at any time, to prohibit withdrawals in order to comply with any laws, governmental regulations or requirements of any securities exchange that apply to ADSs or to the withdrawal of Series B shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the Deposit Agreement. 14

Exhibit 4.6

THIRD AMENDMENT AGREEMENT TO THE TECHNICAL ASSISTANCE AND TRANSFER OF TECHNOLOGY AGREEMENT

THIRD AMENDMENT AGREEMENT (THIS "AGREEMENT") TO THE TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER AGREEMENT (HEREINAFTER THE "TECHNICAL ASSISTANCE AGREEMENT") DATED JUNE 14, 2000, ENTERED INTO BY AND BETWEEN GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (HEREINAFTER REFERRED TO AS THE "HOLDING COMPANY" OR "GRUPO AEROPORTUARIO"), SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE "SERVICE COMPANY") AEROPUERTO DE ACAPULCO, S.A. DE C.V., AEROPUERTO DE CHIHUAHUA, S.A. DE C.V., AEROPUERTO DE CIUDAD JUÁREZ, S.A. DE C.V., AEROPUERTO DE CULIACÁN, S.A. DE C.V., AEROPUERTO DE DURANGO, S.A. DE C.V., AEROPUERTO DE MAZATLÁN, S.A. DE C.V., AEROPUERTO DE MAZATLÁN, S.A. DE C.V., AEROPUERTO DE MONTERREY, S.A. DE C.V., AEROPUERTO DE REYNOSA, S.A. DE C.V., AEROPUERTO DE TAMPICO, S.A. DE C.V., AEROPUERTO DE TORREÓN, S.A. DE C.V., AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V., AEROPUERTO DE ZACATECAS, S.A. DE C.V., AND AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V. (HEREINAFTER JOINTLY REFERRED TO AS THE "LICENSEE COMPANIES") ON THE ONE HAND, AND SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE "STRATEGIC PARTNER"), ON THE OTHER, PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS AND CLAUSES.

BACKGROUND

I.On May 13, 2015, and effective as of June 15, 2015, the Second Amendment Agreement to the Technical Assistance Agreement (the "Second Amendment Agreement") was executed, according to which the rights and obligations of the Strategic Partner were established, concerning its participation in the Administration of the Assigned Airports and of Grupo Aeroportuario, as a whole, through the provision of Technical Assistance and Transfer of Technical Information and Technical Know-How by the Strategic Partner for the Administration of the Assigned Airports.

REPRESENTATIONS

I.The Holding Company represents, through its legal agent, that:

a.	It is a corporation duly established under Mexican law, as evidenced by public deed number 44,355, dated May 28, 1998, executed before Mr. Emiliano Zubiria Maqueo, Notary Public No. 25 of the Federal District, registered on June 25, 1998, in the Public Registry of Commerce for the Federal District, under commercial control number 238749.
b.	It acknowledges having executed the Second Amendment Agreement.
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c.	By entering this Agreement, it does not contravene or breach (i) any law, regulation, or legal provision, or (ii) its bylaws or any covenant or agreement to which it is a party.
d.	As of this date, its legal agent has enough capacity to enter into this Agreement on its own behalf, and such authority has not been amended, revoked, or limited in any way.
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II.	The Service Company and each of the Licensee Companies represents, through its legal agent, that:
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a.Each of them is a corporation duly established under Mexican law,

b.It acknowledges having executed the Second Amendment Agreement.

c.	By entering this Agreement, neither of them contravenes or breaches (i) any law, regulation, or legal provision, or (ii) its bylaws or any covenant or agreement to which it is a party.
d.	As of this date, its legal agent has enough capacity to enter into this Agreement on its own behalf, and such authority has not been amended, revoked, or limited in any way.
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III.The Strategic Partner represents, through its legal agent, that:

a.It is a corporation duly established under Mexican law.

b.It acknowledges having executed the Second Amendment Agreement.

c.	By entering this Agreement, it does not contravene or breach (i) any law, regulation, or legal provision, or (ii) its bylaws or any covenant or agreement to which it is a party.
d.	As of this date, its legal agent has enough capacity to enter into this Agreement on its own behalf, and such authority has not been amended, revoked, or limited in any way.
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Based on the preceding statements, the parties hereto agree pursuant to the following:

CLAUSES

FIRST. Definitions. The following terms in capital letters and not otherwise defined herein shall have the meanings attributed to them in the Second Amendment Agreement, as amended in its entirety by Clause Two and Exhibit A of this Agreement.

SECOND. Amendment. The Holding Company, the Service Company, each of the Licensee Companies, and the Strategic Partner, hereby agree to amend the Second Amendment Agreement entirely to be drafted as defined in Exhibit A of this Agreement.

THIRD. No Novation. The execution of this Agreement does not constitute (i) novation of the parties' obligations under the Second Amendment Agreement, or (ii) payment or release of the obligations under the Technical Assistance Agreement.

FOURTH. Notices. Any notices, requests, and other communications to any party of this Agreement shall be made pursuant to Section 15.1 of the Technical Assistance Agreement, as amended entirely in terms of Exhibit A hereto, to the addresses set forth in such section.

FIFTH. Dispute Resolution and Applicable Law. The provisions of Clause 13 and Clause 15.7 of the Technical Assistance Agreement, as amended in full in terms of Exhibit A hereto, shall be applicable to this Agreement, and are hereby deemed to be transcribed entirely in this Clause as if they were transcribed ad verbatim.

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(EXECUTION PAGES FOLLOW)

HOLDING COMPANY OR

GRUPO AEROPORTUARIO

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

_____________________________________

Name: Ruffo Pérez Pliego del Castillo

Position: Attorney-in-fact

[Execution page corresponding to the Third Amendment Agreement dated December 14, 2020, to the Technical Assistance and Technology Transfer Agreement dated June 14, 2000, entered into by and between Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios Del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V., on the one hand, and Servicios de Tecnología Aeroportuaria, S.A. de C.V., on the other.]

SERVICE COMPANY

SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V.

________________________________

Name: Ruffo Pérez Pliego del Castillo

Position: Attorney-in-fact

LICENSEE COMPANIES

AEROPUERTO DE ACAPULCO, S.A. DE C.V.,

AEROPUERTO DE CHIHUAHUA, S.A. DE C.V.,

AEROPUERTO DE CIUDAD JUÁREZ, S.A. DE C.V.,

AEROPUERTO DE CULIACÁN, S.A. DE C.V.,

AEROPUERTO DE DURANGO, S.A. DE C.V.,

AEROPUERTO DE MAZATLÁN, S.A. DE C.V.,

AEROPUERTO DE MONTERREY, S.A. DE C.V.,

AEROPUERTO DE REYNOSA, S.A. DE C.V.,

AEROPUERTO DE TAMPICO, S.A. DE C.V.,

AEROPUERTO DE TORREÓN, S.A. DE C.V.,

AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V.,

AEROPUERTO DE ZACATECAS, S.A. DE C.V.; Y

AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V.

_____________________________________

Name: Ruffo Pérez Pliego del Castillo

Position: Attorney-in-fact

STRATEGIC PARTNER

SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V.

_____________________________________

Name: Ricardo Maldonado Yañez

Position: Attorney-in-fact

_____________________________________

Name: José Bernardo Casas Godoy

Position: Attorney-in-fact

EXHIBIT “A”

TECHNICAL ASSISTANCE AND TRANSFER OF TECHNOLOGY AGREEMENT (THE “AGREEMENT”), DATED JUNE 14, 2000, AMENDED AND REEXPRESSED ON DECEMBER 14, 2020 (HEREINAFTER THE “TECHNICAL ASSISTANCE AGREEMENT”), ENTERED INTO BY AND BETWEEN: GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (“HOLDING COMPANY”), SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V. (“SERVICE COMPANY”), AEROPUERTO DE ACAPULCO, S.A. DE C.V., AEROPUERTO DE CHIHUAHUA, S.A. DE C.V., AEROPUERTO DE CIUDAD JUÁREZ, S.A. DE C.V., AEROPUERTO DE CULIACÁN, S.A. DE C.V., AEROPUERTO DE DURANGO, S.A. DE C.V., AEROPUERTO DE MAZATLÁN, S.A. DE C.V., AEROPUERTO DE MONTERREY, S.A. DE C.V., AEROPUERTO DE REYNOSA, S.A. DE C.V., AEROPUERTO DE TAMPICO, S.A. DE C.V., AEROPUERTO DE TORREÓN, S.A. DE C.V., AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V., AEROPUERTO DE ZACATECAS, S.A. DE C.V., AND AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V. (JOINTLY, “LICENSEE COMPANIES”); AND AS THE OTHER PARTY, SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V. (“STRATEGIC PARTNER”) PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS, AND CLAUSES:

BACKGROUND

I.On May 13, 2015, and effective as of June 15, 2015, the Second Amended Agreement to the Technical Assistance Agreement (the "Second Amended Agreement") was executed, providing the rights and obligations of the Strategic Partner concerning its participation in the Administration of the Assigned Airports and the Grupo Aeroportuario by delivering Technical Assistance and Transfer of Technical Information and Technical Know-How.

II.On December 14, 2020, the Second Amended Agreement to the Service Agreement entered into between the Strategic Partner and ADPM was executed, providing delivery and certain Services by ADPM to the Strategic Partner and establish the terms and conditions to provide to the Strategic Partner such Technical Assistance and Transfer of Technical Information and Know-How.

D E F I N I T I O N S

The terms set forth below shall have the meaning attributed thereto as follows:

Management of Assigned Airports	Has the meaning set forth in Section 2.2.1 of this Agreement.<br><br>

	<br><br>
Technical Assistance	Means training and assistance to manage the Assigned Airports provided by the Strategic Partner in favor of the Holding Company; the Service Company and Licensee Companies for the proper operation, management, and planning of the Assigned Airports, according to the requirements established in Annex 1 of this Agreement.<br><br>
Non-compliance Notice	Means any notice that, according to Section 12.2, the Service Company shall deliver to the Strategic Partner upon occurrence of an Event of Default.<br><br>
Notice of Included Provision of Services	Means any notice that the Strategic Partner shall deliver to the Service Company regarding Consulting Services' provision.<br><br>
Termination Notice	Means any notice that the Service Company can deliver to the strategic partner due to an Event of Default by the strategic partner under this Agreement, and by virtue of which this Agreement is terminated.<br><br>
Non-compliance	Has the meaning set forth in Section 12.<br><br>
Audit Committee	Means Holding Company’s Audit Committee.<br><br>
Corporate Practices Committee	Means the Corporate Practices Committee of the Holding Company.
Technical Know-How	Means any technical Know-How, protected inventions with or without a patent, trade secrets, procedures, studies, methods or experience and information related to airport, commercial and Supplementary services rendering, as well as management of companies, on which the Strategic Partner has authority and that are required to carry out a proper operation, management, planning, and if applicable, the construction or extension of the Assigned Airports, in order to implement solutions (development and adaptation of management and operation procedures, preparation of guides and staff training in any aspect related to the operation, management and planning of Assigned Airports), including:<br><br>·policies, strategies and business plans;<br><br>·operation systems;<br><br>·financial control systems;<br><br>·commercial and Marketing systems;<br><br>·development of Non-aeronautical activities;<br><br>·follow-up control systems of commitments established in the concession Certificates of Licensee Companies;<br><br>● accounting, statistical and organizational systems;<br><br>·strategic planning;<br><br>·financial projections;<br><br>·air traffic forecast (including air cargo);<br><br>·required investment projections;<br><br>

	·preparation and development of the Development Master Program;<br><br>·training;<br><br>·quality control;<br><br>·computer systems;<br><br>·safety procedures; and<br><br>·financing strategies.<br><br>
Agreement	Means this Technical Assistance and Transfer of Technology Agreement.<br><br>
Management Services Agreement	Means the Management Services Agreement executed on June 14, 2000 between the Service Company and the Licensee Companies, whereunder the Service Company agreed to provide management services to the Licensee Companies; which is attached hereto as Annex 3.<br><br>
Force Majeure	Has the meaning set forth in Section 14 hereof.<br><br>
Technical Information	Means (i) All information in any form that ADPM has developed and used in the operation and development of the airports located in the cities mentioned in Annex 4 of this Agreement, by its own, through its subsidiaries and affiliates or through third parties, over which has the right to use and disposition; and (ii) any improvement to the information referred in subsection (i) above. The Technical information shall be any information required to comply with the provisions of Annex 1 of this Agreement.<br><br><br><br>
Improvements	Has the meaning set forth in Section 4.3 of this Agreement.<br><br>
Annual Business Plan	Means the plan that shall be adopted during the last 4 (four) months of each year for each Assigned Airport for its duly operation during the following year, which shall be consistent with the strategic vision of the business and with the current Development Master Program, which include: (i) the marketing plans, financial arrangements, investments and capital expenditures, and activities for the corresponding Assigned Airport for such year; (ii) a budget with sufficient detail of the estimated income of the corresponding
	Assigned Airport and the expenses and investments to be made with the implementation of the Development Master Program; and (iii) a financial management plan, including all agreements for debt financing.<br><br>
Development Master Program<br><br>	Has the meaning set forth in article 38 of the Airports Law.
SCT or Ministry	Means the Ministry of Communications and Transport.<br><br>

Additional Services	Has the meaning set forth in Section 2.6.<br><br>
Emergency Services	Has the meaning set forth in Section 2.8.<br><br>
Consulting Services	Means the services referred in Section 2.2.1 of this Agreement.<br><br>
Assigned Airport Services	Means the services referred in article 48 of the Airports Law that each Licensee Company shall provide by itself or through third parties to each of the Assigned Airports.<br><br>
Required Included Services	Consulting Services that the Holding Company or the Service Company requires from the Strategic Partner pursuant to an Included Services Request.<br><br>
Included Services Request	Means the request that Grupo Aeroportuario, through the agent of the Holding Company´s Committee empowered according to the bylaws of such Holding Company delivers to the Strategic Partner regarding the performance of Consulting Services.
EBITDA	Means earnings before interest, tax, depreciation, and amortization of the Holding Company on a consolidated basis with the Licensee Companies and the corporations that deliver payroll services to the Assigned Airports, before and without considering the compensation to be paid to the Strategic Partner in terms of this Agreement.

REPRESENTATIONS

I.The Holding Company, the Service Company and the Licensee Companies represent through their respective legal agents that:

I.2 Such parties are willing to enter into this Agreement in ordeer that the Strategic Partner engages in the Administration of the Assigned Airports by providing Technical Assistance, Technical Information and Technical Know-How, to improve their operation and increase productivity.

II. The Strategic Partner represents, through its legal agent that:

II.2 It has enough legal, technical, administrative and financial capacity to perform the Advisory and Technical Assistance services and to provide any Technical Information and Know-How subject matter of this Agreement, and that it is willing to enter into this Agreement for a consideration.

Based on the foregoing representations, the parties to this Agreement agree pursuant to the following:

CLAUSES

1. Purpose of this Agreement.

1.1 The purpose of this Agreement is to establish the Strategic Partner´s rights and obligations with respect to their interest in the Holding Company management, through the provision of Technical Assistance and Transfer of Technical Information and Technical Know-How from the Strategic Partner in favor of the Holding Company, and from the Holding Company to the Assigned Airports.

1.2 DPM are joint obligors with the Strategic Partner’s obligations referred in Sections 2.2, 2.3, 3.2, 4.2, 4.3, 9.1 and 9.3.

2. Included Services.

The Strategic Partner shall provide the following services to the Holding Company as a whole and to each of the Licensee Companies:

2.1****Participation in the Administration. The Strategic Partner shall assign to the Holding Company, based on the provisions of the Bylaws of the Holding Company and the Mexican Securities Market Law, individuals with the profile mentioned below, which shall to be an integral part of the management of such Holding Company, provided that such individuals will be retined by the Service Company as its own employees, once any previous labor relationship is terminated (in the understanding that the Service Company may exempt the Strategic Partner from this last requirement, as long as such exemption does not contravene the Bylaws of the Holding Company and the Mexican Securities Market Law). For purposes of the foregoing, the members of the Board of Directors of the Holding Company appointed by the Strategic Partner shall have the right to (i) propose to the Board of Directors of the Holding Company the name or names of the candidates to be appointed as Chief Executive Officer, (ii) propose removal of the Chief Executive Officer of the Holding Company, (iii) appoint and remove half of the persons who will hold the positions within the first level of administration reporting to the Chief Executive Officer, according to the administrative organization chart attached to this Agreement as Annex 2 or based in any new administrative organization chart that in the future may be approved by the majority vote of the Board of Directors of the Holding Company. The officers proposed or appointed, as the case may be, by the directors appointed by the Strategic Partner must have the following profile, in the understanding that the Holding Company, represented by the agent of the the Holding Company´s Committee having authority therefor according to the bylaws of the Holding Company, may waive any of such conditions, as long as such waiver shall not contravene the Bylaws of the Holding Company and the Mexican Securities Market Law:

2.1.1 Chief Executive Officer:

(i) Management experience. At least 5 (five) years of experience in a managing position of companies engaged in the operation of commercial activities;

(ii) Language. Spanish and English fluent;

(iii) Education. Professional education which enables him/her to efficiently perform the subject matter position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

(v) No conflict of interest. That he/she does not have any business relationship as a supplier of services for, or work at, or have assets in Grupo Aeroportuario or any other company of the Mexican Airport System, either directly or through any Related Person, nor is he/she a member of the Board of Directors or other intermediation body of any Person that has a conflict of interest.

2.1.2 First Level Position of Employee in charge of the Operations and Commercial Area.

(i) Airport manangement experience. At least 3 (three) years of experience in a position comparable to that of operations and commercial real estate development, as well as administrative capacity and experience duly evidenced;

(ii) Language. Spanish and English fluent;

(iii) Education. Technical qualifications required for the efficient performance of the position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

(v) Absence of conflicts of interest. That he/she does not have any business relationship as a supplier of services for, or work at, or have assets in Grupo Aeroportuario or any other company of the Mexican Airport System, either directly or through any Related Person, nor is he/she a member of the Board of Directors or other intermediation body of any Person that has a conflict of interest.

2.1.3 First Level Position of Employee in charge of the Finance and Administration Area:

(i) Airport manangement experience. At least 5 (five) years of experience in a finance management position and capacity in accounting or business administration duly evidenced;

(ii) Language. Spanish and English fluent;

(iii) Education. Professional education which enables him/her to efficiently perform the subject matter position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

2.1.4 First Level Position of Employee in charge of the Infrastructure and Maintenance Area:

(i) Airport manangement experience. At least 3 (three) years of experience in an infrastructure maintenance and development position and knowledge of project management;

(ii) Language. Spanish and English fluent;

(iii) Education. Professional education which enables him/her to efficiently perform the subject matter position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

The positions described above may be comingled in a single position or person in accordance with the organization chart included as Annex 2.

For purposes of the conditions mentioned in Sections 2.1.1 to 2.1.4 above, the employment relationship between the designated officers and the Strategic Partner shall not be considered a conflict of interest.

2.2 Technical Assistance and Transfer of Technology.

2.2.1 General Operation Services. The Holding Company and the Service Company, are required to supervise, direct and control the operations of the Assigned Airports, as well as the management, maintenance and promotion of

services provided to each of the Assigned Airports, whether by itself or by third parties (“Management of Assigned Airports”), and the Strategic Partner agrees to provide required Technical Assistance and Technical Information to the Holding Company or the Service Company to carry out such activity in terms of this Agreement in favor of the Assigned Airports.

The Consulting Services that shall be provided to comply with Annex 1 are the Included Consulting Services, as well as any other service required and provided by the Strategic Partner to the Assigned Airports pursuant to the provisions of Section 2.6, which shall be subject to the following:

2.2.1.1 Consulting Services. The Strategic Partner shall provide the Holding Company the Included Consulting Services as follows:

(i) consulting and assistance in order that the Assigned Airports are managed and operated pursuant with the Technical Know-How.

(ii) consulting and assistance regarding the application of Technical Know-How in Assigned Airports to comply with the applicable legislation, regulations, Official Mexican Standards, and any other requirements of the competent authorities in the United States of Mexico; and

(iii) consulting and assistance regarding the adaptation of the Technical Know-How in each of the Assigned Airports.

2.2.1.2 Included Consulting Services. The Included Consulting Services consist of providing consulting and assistance services regarding the operational methods and systems that are part of the Technical Know-How, developed to implement, make more efficient or improve the following provisions, which shall be provided by the Strategic Partner pursuant the implementation program of the requirements established in Annex 1:

(i) Air traffic forecast;

(ii) Improvements in operational capacity;

(iii) Safety;

(iv) Environmental issues;

(v) Planning and technical services;

(vi) Fees: The Strategic Partner shall provide the Service Company the Information and Technical Assistance required to implement its strategy

for the application of fees for the provision of each Airport Services offered to each of the Assigned Airports, including the applicable fees for supplementary and commercial service providers in each Assigned Airport; and such information must be consistent with those practices followed at international airports of the kind referred in the Concession Certificates of the Licensee Companies.

(vii) Control systems: The Strategic Partner shall provide to the Service Company the Technical Information and Technical Assistance required to establish accounting, finance, management, and operation control systems required to carry out the Management of Assigned Airports, which shall be consistent with the one used at international airports of the kind referred in the concession certificates of the Licensee Companies. If applicable, the Strategic Partner, upon Grupo Aeroportuario’s request, through the agent that for such purpose appointed the Holding Company’s Committee which is authorized according to the bylaws of the Holding Company, shall grant Grupo Aeroportuario any licenses or sublicenses of its own at no additional cost with respect to the software required to use such systems, considering the technology transferred, and in the event such software would not be able to be acquired from a different supplier than the Strategic Partner or a Related Party thereto; or the Strategic Partner shall develop an ad-hoc software for the Service Company. If the software licenses mentioned above are available in the market or there are two or more different suppliers besides the Strategic Partner or Related Parties thereto, such licenses shall be considered as Additional Services.

In addition, the Strategic Partner agrees to deliver Grupo Aeroportuario, through the Service Company, any improvement, change or development of the Technical Information provided.

(viii)Maintenance: The Strategic Partner shall provide the Service Company, maintenance, and operation guides, to improve the management of the Assigned Airports. In addition, the Strategic Partner shall provide Grupo Aeroportuario with advisory and Technical Assistance required to carry out such maintenance and comply with the obligations provided in the Concession Certificates of the Licensee Companies for the exploitation, management, operation, and if applicable, the construction of Assigned Airports. Such Technical Assistance shall be provided by duly trained staff in the matters required.

(ix) Guides: The Strategic Partner shall provide to the Service Company, the Technical Assistance and Technical Information required for the elaboration of manuals for operation, maintenance, safety, internal surveillance, among others.

(x) Working policies: The Strategic Partner shall provide to the Service Company, the Technical Information required to adopt policies in connection with personnel hiring and staff performance applicable to Grupo Aeroportuario according to the standards used at international airports of the kind referred in the Concession Certificates. Such policies include at least, objective criteria regarding the selection, supervision, training, compensation, discipline rules, and delegation of authorities from trusted staff and union personnel required to carry out the management of the Assigned Airports.

(xi) Training: The Strategic Partner shall provide Assistance and Technical Information required, by itself or through third parties verified and authorized by the Holding Companiy´s Committee which is authorized according to the bylaws of it for the elaboration and implementation of training programs, including budgets, content design of training courses, selection of instructors, and effective monitoring. Notwithstanding the above, at any time during the term of this Agreement, Grupo Aeroportuario may request the Strategic Partner, carry out the training of Grupo Aeroportuario’s employees, to transmit the Technical Know-How required to manage the Assigned Airports pursuant the standards of international airports of the kind referred in the Concession Certificates.

Such training shall be carried out in the facilities of the airports where the referred employees work, or, if applicable, in the facilities designated by the Strategic Partner.

(xii) Development Master Program: The Strategic Partner agrees to provide the Technical Assistance required and provide the training required to the staff of the Service Company for the elaboration of the Development Master Program. For the elaboration of the above Development Master Program, the Strategic Partner shall provide the Technical Information and technical evaluations, financial forecast, and other economic information as may be necessary.

(xiii)	(Intentionally Cancelled).

(xiv) Goods and Insurance: The Strategic Partner shall provide the Technical Know-How, Assistance and Technical Information required regarding the management of properties, goods granted by concession and expansion projects, rehabilitation and remodeling as well as the information about risk management, insurance, audit performances, and review of the management of the Assigned Airports; and

(xv) Management Services Agreement: The Strategic Partner knows the terms of the Management Services Agreement executed by the Service Company and each of the Licensee Companies. The Strategic Partner agrees to provide Technical Assistance required to comply with the obligations of the Service Company contained in such Management Services Agreement, upon Grupo Aeroportuario´s request, through the agent appointed by the Holding Company´s Committee empowered for such purposes according to the provisions of the Holding Company´s bylaws.

2.2.1.3 Excluded Services. The Strategic Partner and Related Parties agree to be subject to the following participation rules in the provision of the following Services to the Assigned Airports:

(i) Aeronautical Services. They may not participate in the provision of Airport Services;

(ii) Supplementary Services. They may participate, but in no case may compete with the Holding Company or the Licensee Companies in the provision of such Services;

(iii) Commercial Services. They can participate through a tender, but in no case may provide Commercial Services on the same line of business that the Holding Company or the Licensee Companies are providing in a particular Assigned Airport; and

(iv) Construction and Supply. The Strategic Partner may only participate in construction activities or the provision to Assigned Airports when the corresponding contracts are awarded through a bidding process, in which there are at least three (3) bidding contractors (“Third Parties”), in addition to the Strategic Partner or Related Parties, as the case may be. In such case, the corresponding Strategic Partner´s Committee appointed pursuant to the bylaws shall carry out the supervision and auditing of the constructions through an independent supervision company that has international recognition. If in the bidding process carried out, the Strategic Partner is in similar circumstances for a price, quality, and opportunity, the contract shall be assigned to the Strategic Partner. The Corporate Practices Committee pursuant to the bylaws shall establish the rules for the bidding process.

2.3 Provision of Technical Assistance Services . The Strategic Partner shall perform all necessary action so that Management of the Assigned Airports complies with the quality, safety, opportunity, and pricing standards provided in each of the Concession Certificates and for such purposes:

2.3.1 Technical Assistance in the facilities of Assigned Airports. The Strategic Partner upon the Holding Company’s request, shall appoint trained persons for the provision of services referred in Section 2.2.1.2 above, through the agent appointed by the Holding Company´s Committee empowered under the provisions of the Holding Company´s bylaws, in the corresponding airport facilities or in the Assigned Airports designated by the Service Company, with the purpose of providing Technical Assistance requested pursuant this Agreement. The number of staff available, characteristics, and responsibilities shall be determined by mutual consent by the parties and, in the absence of mutual consent, the Strategic Partner shall freely decide and become responsible for any incident or accident originated by the Management of the Assigned Airports, when such incidents or accidents arise from failure or omissions of staff assigned to the requested Technical Assistance.

2.3.2 Visits to the Strategic Partner Facilities. In addition to the training obligations established in Section 2.2.1.2 above, Grupo Aeroportuario shall have the right at its own cost that any of its officers visit and check the airport facilities where Airport Services are provided to receive training. Such visits are for the term and at the time that Grupo Aeroportuario and the Strategic Partner agree, case by case.

2.4 Technical Information and Technical Know- How . According to the working program that the Strategic Partner and Grupo Aeroportuario agree through the agent appointed by the Holding Company´s Committee empowered under the provisions of the Holding Company´s bylaws, that the Strategic Partner shall provide Grupo Aeroportuario all Technical Information and all Technical Know-How required for the operation of the Assigned Airports. For such purpose, the Strategic Partner shall deliver the Service Company, prior a confidentiality agreement executed with Grupo Aeroportuario, copies of any drawing or industrial design, descriptions, manuals of operations, quality control guides, and any other documents that cover Technical Information and Technical Know-How. Likewise, the Strategic Partner agrees to update such information as soon as it becomes modified or improved.

2.5 Request for the Provision of Included Consulting Services . The Strategic Partner is required to provide Included Consulting Services without Grupo Aeroportuario request. Notwithstanding the above, Grupo Aeroportuario may require the Strategic Partner the provision of any specific service provided in Section 2.2.1.2, by delivering to the Strategic Partner a services request (the “Included Services Request”) specifying in reasonable detail, the nature and amount of Included Consulting Services required (the “Included Services Required”), the time and place in which the corresponding Assigned Airport requires the Included Consulting Services. Additionally, if the Strategic Partner does not provide any of the services referred in Section 2.2.1.2 above, Grupo Aeroportuario may deliver an Included Services Request for the Strategic Partner to provide the services mentioned in such Request.

2.5.1 Provision of Included Consulting Services. The Strategic Partner shall provide the Included Consulting Services pursuant to the terms and conditions specified in the Included Services Request submitted pursuant to the terms of this Agreement, consequently within the following 5 (five) business days after the Strategic Partner receives the Included Services Request from Grupo Aeroportuario, and the Strategic Partner shall deliver Grupo Aeroportuario a notice (the “Notice for the Provision of Included Services”) specifying that the Strategic Partner agrees to provide the Included Services Required pursuant the Included Services Request.

2.6 Additional Services . If any of the Assigned Airports require Consulting Services that are not of an identical nature or are replaceable from the Included Consulting Services (the “Additional Services”), the Corporate Practices Committee shall call the Strategic Partner and third parties to a contest for the provision of Additional Services, for which shall specify in reasonable detail, the nature and amount of Additional Services required in time and place where the Assigned Airport requires the Additional Services.

The Corporate Practices Committee shall award the provision of Additional Services to the company that offers the best conditions for a price, quality, and opportunity for Grupo Aeroportuario.

The participation of the Strategic Partner, and Related Parties in the provision of services other than the services in the Assigned Airports, construction contracting, and acquisitions in favor of Licensee Companies shall be always subject to the bidding process of the corresponding agreemet pursuant to the terms established by the Corporate Practices Committee.

2.7 Consulting Services Based on an Expert Decision. In case of uncertainty regarding the fact that a service is of an identical nature or replaceable with any of the Consulting Services, such uncertainty shall be solved by an expert in the subject matter appointed by the parties.

2.8 Emergency Services . If at any of the Assigned Airports there is an emergency event, Grupo Aeroportuario may require the Strategic Partner to provide any of the Consulting Services or Additional Services within a term less than 15 (fifteen) calendar days (the “Emergency Services”), and such term may be extended in situations that require it. In any case, the cost of such Emergency Services shall be established between the parties and will not require the previous bidding process referred in Section 2.6 above.

2.9 Reports . The Strategic Partner agrees to provide Grupo Aeroportuario, through the Service Company, a monthly report regarding Consulting Services' provision during such a month.

2.10 Operation Parameters. The provision of services referred to in this Agreement shall seek that each airport annually complies with the operational parameters established in the

Concession Certificates by the number of operations performed, the number of passengers and the number of commercial premises.

3. Representations and Guarantees.

3.1 Representations of the Strategic Partner. The Strategic Partner represents and agrees:

3.1.1 It has the right to use the Technical Know-How during the term of this Agreement to provide the Consulting Services.

3.1.2 It has not entered, and will not enter into, any agreement during the term of this Agreement that restricts the right to use the Technical Know-How for purposes of providing the Consulting Services; and

3.1.3 It knows the Management Services Agreement's content executed by and between the Service Company and the Licensee Companies for the operation of the Assigned Airports and shall comply with its obligations for the provision of Services thereunder.

3.2 Guarantees of the Strategic Partner. The Strategic Partner represents and agrees with Grupo Aeroportuario that:

3.2.1 The Consulting Services shall be adequately and efficiently provided pursuant with the recognized international practices and with a standard of care and consistent diligence with its operations for the corresponding airports, in order for the Assigned Airports to be duly operated;

3.2.2 Pursuant to the provisions of Section 2.2.1.2 (xv), shall provide to the Service Company, the Consulting Services required in order that such company complies with its obligations established in the Management Services Agreement.

3.2.3 The Consulting Services shall be provided in a manner consistent with all applicable laws and regulations, safety procedures, and environmental protection regulations, as well as in compliance with the obligations of the Licensee Companies provided in the Concession Certificates of the Licensee Companies and the respective Development Master Programs; and

3.2.4 Shall provide to the Assigned Airports personnel having enough capacity and experience to comply with the Strategic Partner’s obligations hereunder.

3.3 Representation and Guarantees of the Service Company. The Service Company and the Licensee Companies represent and guarantee that:

3.3.1 They will use and implement Technical Assistance, Technical Information and Technical Know-How provided by the Strategic Partner according to this Agreement, only to operate and manage the Assigned Airports properly and efficiently according to the recognized international practices, in a manner consistent with all applicable laws and regulations, safety procedures and environmental protection regulations, as well as in compliance with the obligations of the Licensee Companies provided in their corresponding Concessions Certificates. In the event that any Assigned Airport is operated according to the consulting services received from the Strategic Partner, for purposes of this Section 3.3.1, such operation and management shall be considered, in the absence of a notice from the Strategic Partner providing otherwise, consistent with the applicable laws and regulations, airport safety procedures, and environmental protection regulations;

3.3.2 They shall take any action reasonably required to ensure that its obligations and the obligations of the Service Company and those of the Licensee Companies mentioned in the paragraph above are complied with;

3.3.3 They have sufficient financial resources to comply with the obligations referred in the two preceding paragraphs; and

4.3.4 They shall provide the Strategic Partner with the information required for it to provide Consulting Services and determine the requirements of the Assigned Airports concerning the Consulting Services, including without limitation, the details of the forecast in connection with the number of passengers, budget planning, use of facilities, management, and handling of financial information; and if such information becomes available in electronic format, shall provide electronic access to the Strategic Partner.

Information License and Technical Know-How.

4.1Strategic Partner’s Exclusive Agreement. Except for the provisions of Section 2, and as long as the Strategic Partner holds, directly or indirectly an individual interest in the Holding Company’s Series BB shares representing 7.65% (seven point sixty-five percent) of the capital stock of the Holding Company´s, the Service Company, neither directly or indirectly, shall hire any person other than the Strategic Partner holds, directly or indirectly, to provide similar services or services replaceable with the Included Consulting Services regarding the Management of Assigned Airports without the previous written consent of the Holding Company.

4.2 Information and Technical Know-How Information**.** The Strategic Partner grants the Service Company an exclusive license in the United States of Mexico to use the Technical Information and Technical Know-How regarding the Management of Assigned Airports during the term of this Agreement. Notwithstanding the above, the Strategic Partner may also grant a license to use all or any portion of the Technical Information and/or the Technical

Know-How. Notwithstanding the foregoing, the Strategic Partner may also grant a license to use all or any portion of the Technical Information and/or the Technical Know-How in favor of any subsidiaries within Mexican territory as long as the Service Company confers authorization therefor. At the termination of this Agreement, The Strategic Partner shall grant the Service Company an indefinite non-exclusive license regarding the Technical Information and Technical Know-How that had been provided by the Strategic Partner during the term of this Agreement.

4.3 Improvements.

4.3.1 The Strategic Partner shall inform the Service Company, as soon as possible, but no later than 10 (ten) days of any Improvement made regarding the Technical information and Technical Know-How, including any products, inventions, procedures, systems or equipment, used for the purposes hereof, which shall become part of the license granted pursuant the Section 4.2 of this Agreement.

4.3.2 If the Service Company, Licensee Companies or any of its employees, officers or agents perform an improvement to the Technical Information and/or Technical Know-How, the Service Company shall grant the Strategic Partner a free, indefinite, and exclusive license to use and grant licenses over the same, such Improvements as a part of the Technical Information or Technical Know-How.

4.3.3 The Service Company shall immediately inform The Strategic Partner about any significant improvement to the Technical Information and/or Technical Know-How that the Service Company or any of the Licensee Companies may develop. For purposes of this section, “Improvements”, means any idea, invention or modification to the Technical Know-How and Technical Information used by Grupo Aeroportuario.

4.3.4 The Service Company may not sell or offer for sale, use in public or disclose to the public any of the improvements referred in this section to persons other than the Licensee Companies or companies owned by Grupo Aeroportuario, or that the latter has the control of, during the term of this Agreement and without the previous written consent of the Strategic Partner. After the termination of this Agreement, the Service Company may use the Improvements in any way consistent with the license that the Strategic Partner grants pursuant Section 4.2.

5. Term.

5.1Term of the Agreement. This Agreement shall be in effect as of December 14, 2020, and shall continue in force until December 31, 2021, with automatic renewals as of January 1, 2022, for 1 (one) year periods, unless Grupo Aeroportuario, the Service Company and Licensee Companies, acting jointly, or the Strategic Partner provides termination notice to the other party with at least 90 (ninety) days to the scheduled termination date.

In connection with the above paragraph, automatic renewal shall only operate as long as the Strategic Partner holds an individual interest in BB Series shares representing at least 7.65% (seven point sixty-five percent) of the capital stock of the Holding Company.

**6.**Economic Terms.

Grupo Aeroportuario agrees to pay the Strategic Partner as compensation for the provisions of its services established in Section 2 above.

6.1 Expenses Reimbursement. Within 30 (thirty) calendar days following the Strategic Partner’s delivery of its directly incurred expenses report to the Service Company for the provision of Consulting Services, the Service Company shall pay the Strategic Partner according to the following:

6.1.1 Travel and accommodation expenses. Reasonable transportation and hotel costs of the individuals assigned to the provision of Consulting Services, duly evidenced and consistent to the policies established by the Holding Company’s Committee pursuant to its bylaws.

6.1.2 Additional expenses. Any other expenses mutually agreed by the Strategic Partner and the Service Company, pursuant to any Request of Services.

6.2 Considerations. For its obligations referred to in Section 2.2:

6.2.1 Grupo Aeroportuario shall pay an annual consideration equivalent to the amount of 3,766,425.09 (Three million seven hundred sixty-six thousand four hundred twenty five 09/100 US Dollars) until the termination of this Agreement (the amount previously mentioned shall be updated annually according to the US Consumer Price Index).

6.2.2 Notwithstanding the provisions of the Section above,

(i)

During the term of this Agreement and any anual extensión of the initial term thereof, if 3% (three per cent) of EBITDA is greater than the amount mentioned in Section 6.2.1, in addition to the amount corresponding to such Section 6.2.1, Grupo Aeroportuario shall pay the difference resulting from subtracting to the equivalent 3% (three per cent) of EBITDA, the fixed amount according to the section above. EBITDA shall be reflected in Grupo Aeroportuario audited consolidated financial statements that the annual general shareholders’ meeting approves on a yearly basis.

6.3 Payment Method. The Service Company shall pay the Strategic Partner the payments mentioned in Sections 6.1 and 6.2, plus the Value Added Tax, through electronic transfer in immediately available funds to the Strategic Partner’s account as instructed in writing for this purpose:

6.3.1 In connection with the payment referred in Section 6.1 above, the Strategic Partner shall deliver at the end of the provision of any of the Consulting Services for which incurred the expenses referred in such section, an invoice containing a description of services provided and costs incurred. In addition, the Service Company shall pay the corresponding amounts during the following 30 (thirty) days after receiving each invoice.

6.3.2 Concerning the consideration referred in section 6.2, the Service Company shall pay the amount mentioned in such section on a quarterly basis, divided into equal parts in March, June, September, and December, during the 10 (ten) calendar days following the delivery of the corresponding invoice issued by the Strategic Partner.

After the date of the Holding Company’s annual ordinary general shareholders’ meeting that approves its audited consolidated financial statements, in which the EBITDA is shown, the parties hereof shall determine if the Strategic Partner should also receive the consideration established in Section 6.2.2. Suppose EBITDA is greater than the amount mentioned in Section 6.2.1. In that case, the Service Company shall pay the Strategic Partner no later than 15 (fifteen) business days after holding the Holding Company’s Annual Ordinary Shareholders’ Meeting, the difference that corresponds to cover the consideration in terms of subsection (i) of Section 6.2.2.

6.4 Delay in Payment. If the Service Company incurs in default regarding any payment provided in Section 6, it shall pay the Strategic Partner the amount that should have been paid on the maturity date, plus a gross interest on the unpaid amount at a rate equivalent to the daily average of the LIBOR rate for such period times 1.5.

7. Use of Space. Office and Access**.** The Licensee Companies shall allow the Strategic Partner use the office space and facilities of each corresponding Assigned Airports that the Strategic Partner reasonably requests for the provision of Consulting Services, provided in

this Agreement. In addition, each Licensee Company shall grant the Strategic Partner and the Strategic Partner’s employees and officers unlimited access to all areas of the Assigned Airports; provided that the Strategic Partner shall only take advantage of such access for purposes of providing Consulting Services in terms of this Agreement. The Strategic Partner shall peacefully use the office space and facilities referred to in this section.

8. Labor Liability Release.

8.1 The parties agree that, for purposes of this Agreement and except for the provisions of Section 2.1 above, the employees providing Consulting Services shall continue to be considered at all time, unless otherwise agreed in writing by the parties, as the Strategic Partner employees or employees of the Strategic Partner’s shareholders or employees of

its Related Parties, as the case may be, and at all times they shall not be considered as employees of any of the companies integrated by Grupo Aeroportuario.

9. Civil Liability.

9.1 The Strategic Partner and the Strategic Partner’s shall be responsible of always preserving in force and pursuant to the applicable law, the patents held for the Technical Know-How subject of this Agreement; and consequently, shall be responsible for any action or proceeding filed against it or Grupo Aeroportuario for using such Technical Know-How.

9.2 The Strategic Partner shall be responsible for all and each of the acts carried out by its employees in the Assigned Airports facilities, provided that the Strategic Partner shall not be responsible for any labor default incurred by any officer as referred to in Section 2.1 above.

9.3 The Strategic Partner shall be responsible for damages caused to third parties and to the Assigned Airports, arising from (i) any use of Technical Information or Technical Know-How and Consulting Services provided to Grupo Aeroportuario in terms of this Agreement that are obsolete or unfit to guarantee the provision of airport services as defined in Article 48 of the Airports Law, for any governmental authority or international agency; or (ii) proven negligence from the Strategic Partner’s employees that provide on site Technical Advice to the Assigned Airports.

10. Indemnities.

10.1 The Strategic Partner’s Indemnities. The Strategic Partner agrees to indemnify and hold harmless all of the companies integrated by Grupo Aeroportuario, its officers, employees, agents, and subcontractors (indistinctly “Indemnified Party”) from and against any responsibility, damages, loss, penalties, lawsuits, trials, costs, expenses, and any proceeding related to:

10.1.1 Employment Indemnities. Any action or proceeding filed by (i) its employees, and (ii) any labor authority, social security, Infonavit, or tax authority against any Indemnified Party and regarding its employees due to the provision of Consulting Services.

10.1.2 Civil Indemnities. Any infringement for patents, copyright, brand use, or related to any provision established in the Industrial Property Law or any other similar law in another jurisdiction, for the use or benefit of the Technical Information or Technical Know-How transferred by the Strategic Partner in terms of this Agreement. Likewise, the Strategic Partner shall be responsible for any civil liability action filed against an indemnified Party caused by (i) the use of obsolete Technical Information or Technical Know-How considered as unfit to guarantee the safety in airport operations by any governmental authority or international agency; or (ii) negligence

of the Strategic Partner in the provision of any of the Consulting Services referred herein; or

10.1.3 The Strategic Partner’s Compliance. The Strategic Partner’s performance hereunder, as well as with any negligent act, omission or intentional act from the Strategic Partner, or non-compliance with any statement or guarantee from the Strategic Partner pursuant to this Agreement.

10.2 The indemnification referred in Section 10.1, includes (i) all payments of cash that an Indemnified Party has to cover due to an order from a judicial or administrative authority; and (ii) any expense for lawyers or agents incurred by the Indemnified Party for any defense from the proceeding or lawsuit filed, as long as they are reasonable and duly evidenced.

10.3 Proceeding. In the event that an Indemnified Party knows of any lawsuit, administrative procedure, verification procedure, or notice regarding any responsibility or obligation corresponding to the Strategic Partner, the Indemnified Party may choose to (i) give an answer to the proceedings initiated against it, for which shall request the Strategic Partner all documents required to establish its defense, or (ii) grant sufficient authority to the Strategic Partner or to its legal representatives, to carry out on its behalf the defense of the legal proceeding initiated against the Indemnified Party.

10.4 Indemnification. Once issued a final decision requiring the Indemnified Party to pay any amount pursuant the Section 10.2, Grupo Aeroportuario shall notify the Strategic Partner, for it to reimburse the corresponding amounts within the 10 (ten) business days following such notice.

11. Early Termination.

11.1 In the event of any default from the Strategic Partner hereunder Grupo Aeroportuario may terminate this Agreement in advance by means of a written notice sent to the Strategic Partner (“Termination Notice”). Such termination shall become effective in 10 (ten) business days following the reception of the Termination Notice.

If this Agreement terminated by Grupo Aeroportuario without any Event of Default or for causes non-attributable to the Strategic Partner during the term of this Agreement, Grupo Aeroportuario shall pay to the Strategic Partner an amount at current value of (i) the amount that the Strategic Partner would have had received hereunder and when there was not an early termination pursuant Clause 6.2, taking as a basis the average EBITDA during the 3 (three) immediate prior years, plus (ii) the amount that results higher between (x) $200,000 USD (two hundred thousand US dollars) and (y) 16% (sixteen per cent) of the increase that, if appropriate, would have obtained in the EBITDA to November 30 of the year of this Agreement’s termination (if such termination occurs on December of such year) or to November 30 of the previous year in which the termination of this agreement occurs (if such termination occurs an any month from January to November of such year), in each case when the EBITDA is compared with the previous year ending November 30, in both cases

the amounts established in subsections (x) and (y) above, multiplied by the factor that results from calculating the time in between June 15, 2015 and the date in which is terminated pursuant to Clause 5. When there is an early termination, all rights and obligations from the parties shall cease, in the understanding that Grupo Aeroportuario shall no have any obligation to return the Technical Information or Technical Know-How received during the term of this Agreement.

11.2 The Strategic Partner’s Obligations. In the event of termination of this Agreement, the Strategic Partner shall:

11.2.1 Vacate any office space or facilities used by the Service Company or Licensee Companies;

11.2.2 Remove all the Strategic Partner’s belongings relevant for the provision of Consulting Services located at the facilities of the Assigned Airports;

11.2.3 Deliver and assign, free of charge, all records or documents held by the Strategic Partner and required by the Service Company for Managing the Assigned Airports, including the Technical Information and Technical Know-How; and

11.2.4 Adopt any measures considered convenient to ensure that the Strategic Partner prevents from considering the Assigned Airports as part of its marketing strategy.

11.3 Grupo Aerportuario Obligations. As a result of any early termination of this Agreement, Grupo Aeroportuario shall stop using any registered brands related with the Technical Information and with the Technical Know-How. In addition, the Service Company shall reimburse the Strategic Partner all pending expenses incurred in the provision of Services and in terms of Section 6.1.

12. Events of Default.

12.1 Events of Default attributable to the Strategic Partner an Event of Default by the Strategic Partner shall have the right to terminate this Agreement pursuant to Section 11. The following are considered Events of Default from the Strategic Partner:

12.1.1 Failure to comply with any of its obligations to provide Consulting Services according to Section 2.1;

12.1.2 Failure to comply with any of its obligations contained in Section 2.2;

12.1.3 Failure to comply with any of its obligations contained in Section 2.10;

12.1.4 Direct or indirect, attributable loss to the Strategic Partner from any patent, copyright or industrial property right over any Technical Know-How transferred in

favor of Grupo Aeroportuario and that it is essential to continue with the provision of Consulting Services in the same way they were provided when such loss occurred.

12.1.5 [Intentionally Omitted]

12.1.6 Any non-compliance from the Licensee Companies with its obligations derived from its corresponding Concession Certificates, if such non-compliance derives from the fact that the strategic Partner failed to provide the required Assistance and Technical Information to Grupo Aeroportuario hereunder; and

12.1.7 [Intentionally Omitted]

12.2 Notice of Default. Upon the occurrence of an Event of Default by the Strategic Partner, Grupo Aeroportuario shall deliver a notice (the “Notice of Default”) describing the Event of Default according to the following:

12.2.1 Shall indicate the Section breached of this Agreement;

12.2.2 Shall indicate the actions if any, Grupo Aeroportuario requires from the Strategic Partner to remedy the Event of Default; and

12.2.3 A term of 30 (thirty) days upon receiving the Notice of Default shall be granted to the Strategic Partner to remedy such Event of Default.

Notwithstanding the above, in the event set forth in Section 12.1.6, the Strategic Partner shall have a term of 3 (three) months to remedy the corresponding Event of Default.

12.3 Penalties for Non-Compliance. If the Strategic Partner does not remedy the Event of Default in the form and within the period indicated in the Notice of Default, the Strategic Partner shall lose the right to receive the consideration referred in Section 6.2.1 for the immediate previous year during which the Event of Default occurred as a contractual penalty for the damages caused to Grupo Aeroportuario, for which shall have an obligation to reimburse to the Service Company such amount within the 10 (ten) following calendar days following its request.

12.4 [Intentionally Omitted]

12.5 Grupo Aeroportuario Events of Default. If Grupo Aeroportuario fails to pay the considerations provided in Section 6.2, the Strategic Partner may terminate this Agreement at any time and without any responsibility.

13. Dispute Resolution.

13.1 Arbitration Rules. For the interpretation of this Agreement and to solve any dispute derived therefrom, the Parties expressly and irrevocably agree to submit to the jurisdiction of the Arbitration Court regulated by the arbitration rules (the “Arbitration Rules”) of the International Chamber of Commerce Mexico (“ICC Mexico”); therefore, any dispute arising from or related to this Agreement; and the alleged defaults, termination or validity thereof (“Dispute”), shall be delivered to the other parties through a written request (“Request for Arbitration”) to be solved definitively by arbitration, processed pursuant to the Arbitration Rules of ICC Mexico, except for the special rules established in Section 13 of this Agreement that may amend the Arbitration Rules.

13.2 Arbitral Proceedings. The arbitration procedure shall be carried out and the award issued in Mexico City, United Mexican States, in the Spanish language. Three neutral arbitrators, according to the provisions mentioned below, shall carry out the arbitration procedure. The Strategic Partner shall appoint an arbitrator by mutual agreement and Grupo Aeroportuario shall select another within 15 (fifteen) days following the Arbitration Request, in the understanding that such arbitrators must be of a different nationality than of Grupo Aeroportuario, or the Strategic Partner. The two arbitrators appointed shall appoint by mutual consent the third arbitrator in a term of 15 (fifteen) days following the appointment of the last of the first two arbitrators. The arbitrators shall appoint one arbitrator who will act as President of the Panel within 5 (five) days following the date of their last appointment. If any of the arbitral appointments is not made within the terms established hereby, the ICC Mexico shall perform such appointment upon request of any of the parties. The arbitrators should be able to read, write and speak both English and Spanish and shall be experts in the subject in question. The hearings shall be carried out within 20 (twenty) business days, and the award shall be issued within 60 (sixty) business days, both terms following the appointment of the third arbitrator.

13.3 Specific Performance. In the event of any arbitral procedure according to this Agreement, the parties are authorized to request a competent judge to order specific performance of any obligation that arises from this Agreement, in terms of article 1425 of the Commercial Code as precautionary measures.

13.4 Applicable Laws and Award Enforcement. The arbitrators shall decide the Dispute according to the substantive laws of the United Mexican States. In the event of requiring the enforcement of any award in a different jurisdiction to the United Mexican States, the arbitration agreement and any award hereunder shall be ruled by the United Nations Convention of 1958 regarding the Procedure and Enforcement of Foreign Awards. The written decision of arbitrators, signed by most of them, shall be conclusive and mandatory to the parties. When such award is received, each party shall immediately (i) adopt the action, (ii) perform changes in the conduction of its business or (iii) provide payments or refunds required by the arbitral award. The award may be reviewed and executed before any competent court. Such review shall have the purpose of verifying compliance in the award with the required formalities under the applicable laws.

13.5 Costs Allocation; Award Currency. The party awarded as guilty pursuant this Section 13, shall pay all expenses and costs caused by the arbitration, including any expenses and costs corresponding to the arbitrators and ICC Mexico. Except for the provisions established in the immediately preceding sentence, each of the parties shall cover all expenses and costs incurred by such party in connection with the arbitration proceeding other than those previously mentioned. Any economic award shall be established in United States Dollars and shall be paid in such currency or Mexican currency at the exchange rate prevailing on the payment date, free of any tax or deduction, plus interest thereon calculated as of the non-compliance date or other violation of this Agreement to the date when the award is paid with a just fair interest rate determined by the arbitrators.

13.6 Access to Documents. The non-confidential books and documents of the parties in any arbitration proceeding related to the matters undertaken in the arbitration shall be available to the arbitrator’s examination and to the other parties during the procedure and before the corresponding hearing.

13.7 Successors, Assigns, etc. The arbitral agreement referred in Section 13, shall be binding to successors, assigns, trustees, liquidators or receiver of each party.

14. Force Majeure.

14.1 Definition of Force Majeure. For purposes of this Agreement, the expression “Force Majeure” means:

14.1.1 Fires, explosions, floods, earthquakes, hurricanes, insurrections, shocks, natural disasters, sabotage, unforeseeable circumstances, war, revolutions, radioactive contamination, toxic or chemical contamination that make impossible the provision of some or all of the services, upon the judgment of a third party appointed by the Strategic Partner and the Service Company, when there is no agreement between the parties; and

14.1.2 Strikes, invasion of the facilities that make impossible the provision of any of the Services, upon the decision of a third party appointed by the Strategic Partner and the Service Company.

14.2 Force Majeure Claim. Suppose the Strategic Partner is completely or partially prevented from complying with its obligations hereunder due to a force majeure event, as soon as acknowledging the event of force majeure. In that case, the Strategic Partner shall deliver a written notice to the Service Company, including:

14.2.1 A description of the Force Majeure event;

14.2.2 A description regarding the obligations whose compliance is affected and as a in consequence thereof describe the services that will be unable to provide;

14.2.3 A description of actions that the Strategic Partner has taken to mitigate such situation, as well as those proposed to remedy them;

14.2.4 A time estimate during which the Strategic Partner will be unable to provide all of the Services and comply fully with its obligations hereunder and because of a Force Majeure event.

14.2.5 An estimate of the costs that Grupo Aeroportuario will incur to remedy the situation and the proposed funding agreements; and

14.2.6 Any other pertinent information related to the event of Force Majeure.

14.3 In the event of Force Majeure pursuant Section 14.1.1, once that the Strategic Partner has delivered the notice mentioned in Section 14.2, shall carry out any action available to order to restore the Services that is unable to provide, in the understanding that if within 3 (three) calendar days following the delivery of such notice, the Strategic Partner does not begin with the information mentioned above, it shall be subject to the provisions of Section 11 of this Agreement.

14.4 In the event of Force Majeure in terms of Section 14.1.2, within the next business day of acknowledging the Force Majeure event and in addition to the provisions of Section14.2 hereof, the Strategic Partner shall submit before the competent judicial or administrative authority, whether federal or local, a written letter requesting the solution of such event, or the corresponding administrative or judicial claim in order for such authority to solve the event to be able to continue to provide the corresponding Services, in the understanding that if within a period of 3 (three) calendar days, the Strategic Partner does not comply with the above, it shall be subject to Section 11 of this Agreement.

14.5 Suspension of the Strategic Partner’s Obligations. Despite any other provision to the contrary contained in this Agreement, the Strategic Partner’s obligations that are different than those provided in this Section 14, should be suspended only and during the time that such obligations are adversely affected by Force Majeure, as long as the Strategic Partner performs all acts required to solve such Force Majeure event.

15. Miscellaneous.

15.1 Notices. Any notice to be delivered from one party to the other hereunder shall be in writing and delivered by certified mail with return receipt, fax, courier, or delivered personally, and shall be deemed made when the recipient party actually receives it. All notices shall be sent to the following addresses of the parties, in the understanding that the same may be charged through notice given to the parties as described in this section:

To the Strategic Partner :

Avenida Patriotismo No. 201, Piso 7

Colonia San Pedro de los Pinos

Alcaldía Benito Juarez,

03800, Ciudad de México, México

Atención: Director General

To the Holding Company and/or the Service Company and/or Licensee Companies :

Avenida Patriotismo No. 201, Piso 5

Colonia San Pedro de los Pinos

Alcaldía Benito Juarez,

03800, Ciudad de México, México

Atención: Director General

15.2 Amendments.

No Amendments to this Agreement shall be effective unless each of the parties agrees upon it in writing.

15.3 Confidentiality.

15.3.1 Each party agrees and shall cause its affiliates, board members, officers, employees, agents, and consultants, to agree to maintain in secret and to not disclose or provide to any other person, directly or indirectly, or use in detriment of Grupo Aeroportuario or any of the parties hereof, any verbal or written information, or any additional information concerning this Agreement, or any other confidential information or related to Grupo Aeroportuario, including but not limited to, the Technical Know-How developed by Grupo Aeroportuario or transferred to the latter, any Technical Information, plans, operations or results, and financial statements (collectively, the “Confidential Information”), except to the extent that any use of such Confidential Information is required to submit or obtain any consent or approval required to perform any contemplated transactions hereunder or except to the extent that providing or using such Confidential Information is required by law or regarding any legal proceeding. Nothing contained herein shall be interpreted as the granting of a license with respect to such Confidential Information to the receiver thereof.

15.3.2 Notwithstanding the above provisions of Section 15.3.1, any party may disclose any information without any restriction and without the obligation of maintaining the information confidential, as long as (i) the disclosure of such information is made by the provision of any applicable law or according the rules or regulations of any stock market law or exchange systems, (ii) such information becomes generally available to the public, by reason other than the result of any disclosure by such party, or (iii) such information had been generally available on a

non-confidential basis, prior to its disclosure by any party; provided, however, that if the disclosure of information is performed by statutory or regulatory provisions, the party that is required to disclose such information shall promptly notify the owner of such information regarding such disclosure in order that such party owner of the information, has the opportunity to obtain mandate or judicial order to protect the confidentiality of its data, or an equivalent remedy. Suppose such mandate or order could not be obtained, and the information is to be disclosed. In that case, the party that will disclose the information may do it without responsibility, as long as it identifies beforehand and in writing delivers to the owner of the information subject to disclosure, and performs its best effort to obtain assurances regarding the treatment of such confidential information by the receiver or receivers thereof.

15.3.3 No party shall disclose Confidential Information to any consultant or third party advisor unless that such consultant or third party advisor agrees in writing to be bound by this confidentiality provisions, and each party and its consultants and third party advisors shall be subject to civil liability and economic damages if they contravene the provisions of this Section 15.3.

15.4 Headings. The headings of Sections hereof are only for reference purposes and shall not limit or in any other way affect the meaning of any provision of this Agreement.

15.5 Severability of Provisions. If one or more of the provisions hereunder or their application to any circumstance is declared invalid, illegal, or not enforceable by any competent authority in any aspect or by any reason, the validity, legality, and binding force of such provisions in any other factor and the remaining provisions of this Agreement, shall not be limited or affected in any way. Also, the parties agree to use its best effort to replace such provision that is invalid, illegal, or not enforceable with a valid, legal and enforceable provision, which shall seek to comply in its best degree with the economic and business purposes and other purposes of the invalid or not enforceable provision.

15.6 Successors, Assignees, etc. Except for this Agreement's provisions, the parties shall not transfer or assign the rights and obligations contained hereunder without the previous consent of the Strategic Partner, the Holding Company and the Service Company.

15.7 Applicable Law. This Agreement shall be governed and enforced according to the Mexican Federal Laws and the Laws applicable in Mexico City.

15.8 Applicable Currency. Except for any provision to the contrary expressly stated in this Agreement, all amounts of money, shall be understood as Mexican pesos.

15.9 Counterparts. This Agreement shall be signed in 8 (eight) counterparts, each of which, when signed, shall be considered as an original, but all shall constitute the same agreement.

15.10 Entire Agreement. Except for other matters that are expressly provided, this Agreement replaces all previous agreements between the Parties regarding the subject

matter hereof, and the Parties intend that this Agreement becomes the final expression and complete and exclusive statement of their agreement regarding the subject matter hereof.

[Execution Pages Continue]

THE HOLDING COMPANY or

GRUPO AEROPORTUARIO

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

_____________________________________

Nombre: Ruffo Pérez Pliego del Castillo

Cargo: Apoderado

[Execution page for the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, amended and rexpressed on December 14, 2020 entered into by and between: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto De Acapulco, S.A. de C.V., Aeropuerto De Chihuahua, S.A. de C.V., Aeropuerto De Durango, S.A. de C.V., Aeropuerto De Mazatlán, S.A. de C.V., Aeropuerto De Monterrey, S.A. de C.V., Aeropuerto De Reynosa, S.A. de C.V., Aeropuerto De Tampico, S.A. de C.V., Aeropuerto De Torreón, S.A. de C.V., Aeropuerto De San Luis Potosí, S.A. de C.V., Aeropuerto De Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo S.A. de C.V. ; and as the other party, Servicios de Tecnología Aeroportuaria S.A. de C.V.]

THE SERVICE COMPANY

SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V.

_____________________________________

Nombre: Ruffo Pérez Pliego del Castillo

Cargo: Apoderado

THE LICENSEE COMPANIES

AEROPUERTO DE ACAPULCO, S.A. DE C.V.,

AEROPUERTO DE CHIHUAHUA, S.A. DE C.V.,

AEROPUERTO DE DURANGO, S.A. DE C.V.,

AEROPUERTO DE MAZATLÁN, S.A. DE C.V.,

AEROPUERTO DE MONTERREY, S.A. DE C.V.,

AEROPUERTO DE REYNOSA, S.A. DE C.V.,

AEROPUERTO DE TAMPICO, S.A. DE C.V.,

AEROPUERTO DE TORREÓN, S.A. DE C.V.,

AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V.,

AEROPUERTO DE ZACATECAS, S.A. DE C.V.; Y

AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V.

_____________________________________

Nombre: Ruffo Pérez Pliego del Castillo

Cargo: Apoderado

THE STRATEGIC PARTNER

SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V.

_____________________________________

Nombre: Ricardo Maldonado Yañez

Cargo: Apoderado

_____________________________________

Nombre: José Bernardo Casas Godoy

Cargo: Apoderado

Mexico City, March 29, 2021.

/s/ Francisco J. Laguardia

Francisco J. Laguardia

Expert Translator

EXHIBIT 12.1

Certification

I, Ruffo Pérez Pliego del Castillo, certify that:

1.	I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2021
	By:	/s/ Ruffo Pérez Pliego del Castillo
		Ruffo Pérez Pliego del Castillo
		Chief Financial Officer

EXHIBIT 12.2

Certification

I, Ricardo Dueñas, certify that:

1.	I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---

5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2021
	By:	/s/ Ricardo Dueñas
		Ricardo Dueñas
		Chief Executive Officer

EXHIBIT 13.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Company”), does hereby certify to such officer’s knowledge that:

The annual report on Form 20-F for the year ended December 31, 2020 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 30, 2021	By:	/s/ Ricardo Dueñas
	Name: Ricardo Dueñas
	Title: Chief Executive Officer


Dated: April 30, 2021	By:	/s/ Ruffo Pérez Pliego del Castillo
	Name: Ruffo Pérez Pliego del Castillo
	Title: Chief Financial Officer

Central North Airport Group 20-F for FY2020

About this 20-F