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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 1934

For the fiscal year ended December 31, 2024

Commission File Number: 001-32751

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

Pacific Airport Group		United Mexican States
(Translation of registrant’s name into English)		(Jurisdiction of incorporation or organization)

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

(Address of principal executive offices)

Saúl Villarreal García

Chief Financial Officer

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

Telephone: + 52 (33) 38801100 ext. 20294

svillarreal@aeropuertosgap.com.mx

(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
Series B Shares		GAP B		New York Stock Exchange, Inc.*
American Depositary Shares (ADSs), each representing ten Series B Shares		PAC		New York Stock Exchange, Inc.

*Not for trading, but only in connection with the registration of American Depositary Shares, 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		429,485,845
Series BB Shares		75,791,619

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 Section 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). N/A

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	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐

*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, 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 in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Table of Contents

TABLE OF CONTENTS

		Forward-Looking Statements		1
Item 1.		Identity of Directors, Senior Management and Advisers		2
Item 2.		Offer Statistics and Expected Timetable		2
Item 3.		Key Information		2
		Selected Financial and Other Data		2
		Risk Factors		5
Item 4.		Information on the Company		30
		History and Development of the Company		30
		Business Overview		37
		Regulatory Framework		71
		Organizational Structure		90
		Property, Plant And Equipment		91
Item 4A.		Unresolved Staff Comments		91
Item 5.		Operating and Financial Review and Prospects		91
Item 6.		Directors, Senior Management and Employees		124
Item 7.		Major Shareholders and Related Party Transactions		133
		Major Shareholders		133
		Related Party Transactions		134
Item 8.		Financial Information		136
		Legal Proceedings		136
		Dividends		137
Item 9.		The Offer and Listing		138
		Trading Markets		138
Item 10.		Additional Information		140
		Corporate Governance		140
		Material Contracts		147
		Taxation		147
		Documents On Display		151
Item 11.		Quantitative and Qualitative Disclosures About Market Risk		151
Item 12.		Description of Securities Other Than Equity Securities		153
Item 12A.		Debt Securities		153
Item 12B.		Warrants and Rights		153
Item 12C.		Other Securities		153
Item 12D.		American Depositary Shares		154
Item 13.		Defaults, Dividend Arrearages and Delinquencies		155

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Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds		155
Item 15.		Controls and Procedures		155
Item 16.		Reserved		157
Item 16A.		Audit Committee Financial Expert		157
Item 16B.		Code of Ethics		157
Item 16C.		Principal Accountant Fees and Services		157
Item 16D.		Exemptions from the Listing Standards for Audit Committees		157
Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers		157
Item 16F.		Change in Registrant’s Certifying Accountant.		158
Item 16G.		Corporate Governance		158
Item 16H.		Mine Safety Disclosure		160
Item 16I.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		160
Item 16J.		Insider trading policies		160
Item 16K.		Cybersecurity		161
Item 17.		Financial Statements		163
Item 18.		Financial Statements		163
Item 19.		Exhibits		164

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FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements. We may, from time to time, make forward-looking statements in our reports to the Securities and Exchange Commission, or the SEC, on Forms 20-F and 6-K, in our annual reports to shareholders, in offering circulars and prospectuses, in press releases and other written materials and oral statements made by our officers, directors or employees to financial analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:

•projections of revenues, income from operations, net profit (loss), net profit (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios;

•statements of our plans or objectives;

•changes in our regulatory environment;

•statements about our future economic performance or that of the countries in which we operate or the countries to and from which the passengers who use our airports arrive and depart; 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 several important factors could materially cause results to differ from the projections, plans, objectives, expectations, estimates, and intentions expressed in forward-looking statements. These factors, some of which are discussed below 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, Jamaica, or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand, and competition. We caution you that the abovementioned list of factors is not exclusive and that eventualities related to other risks and uncertainties may cause results to differ materially from those expressed in forward-looking statements. Additionally, we have approximated certain numbers in this annual report to their closest round numbers or a given number of decimal places. Due to rounding, figures shown as totals in tables may not be arithmetic aggregations of the figures preceding them.

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.

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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

SELECTED FINANCIAL AND OTHER DATA

The tables below present selected financial information and data for each indicated period. This information should be read alongside our audited consolidated financial statements, which are referenced in Item 18 of this document, including the notes to them. Our audited consolidated financial statements are prepared following International Financial Reporting Standards Accounting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

This annual report on Form 20-F refers to “U.S. dollars” or “U.S.$” as the lawful currency of the United States of America. References to “pesos,” “Mexican pesos,” or “Ps.” indicate Mexico’s lawful currency. “Jamaican dollars” or “J$” refers to Jamaica’s lawful currency. We present our audited consolidated financial statements in Mexican pesos.

This annual report on Form 20-F includes translations of certain peso amounts into U.S. dollars at specified rates for the convenience of readers. These translations are intended solely for convenience and should not be interpreted as representations that the peso amounts reflect equivalent U.S. dollar values or that they could be converted into U.S. dollars at the indicated rate. Unless stated otherwise, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps.20.8557 to U.S.$1.00, the noon buying rate for pesos on December 31, 2024, as published by the U.S. Federal Reserve Board. On April 16, 2025, the exchange rate published by the U.S. Federal Reserve Board was Ps. 19.9648 to U.S.$1.00.

This annual report on Form 20-F contains references to “workload units,” which are measures of an airport’s passenger traffic and cargo volume. A workload unit is defined as one terminal passenger or 100 kilograms (220 pounds) of cargo. When we mention “terminal passengers,” we refer to the total number of passengers arriving and departing from commercial and general aviation flights, excluding transit passengers. “Transit passengers” do not need to change aircraft on a multiple-stop itinerary and do not disembark to enter the terminal building. When we allude to “total passengers,” we mean the sum of terminal and transit passengers. The term “commercial aviation passengers” encompasses terminal and transit passengers but excludes general aviation passengers, such as those traveling on private, non-commercial aircraft. Additionally, this annual report references “air traffic movements,” which account for all aircraft arrivals and departures at an airport.

When reviewing this annual report, it is important to consider that certain margin and ratio calculations using “total revenues” or “total operating costs” will reflect the effects of the International Financial Reporting Interpretation Committee 12 Service Concession Arrangements (“IFRIC 12”). This standard outlines the accounting treatment required for service concession contracts related to services deemed to be public in nature. We recognize revenues and the associated costs for improvements to concession assets that we are obligated to complete at the airports. These improvements are dictated by our Master Development Programs for our Mexican airports and our Capital Development Programs for our Jamaican airports. The revenues from these services equal the costs incurred, as we do not earn any profit margin on these construction services. The amounts paid for these projects are set at market value. As a result, revenues from improvements to concession assets do not impact our cash inflows. Additionally, they are not directly linked to passenger traffic, the main driver of our revenues.

Consequently, changes in total revenues, total operating costs, operating margin, total revenues per terminal passenger, and other financial ratios included in this annual report may not be directly comparable between periods. In such instances, we have included a parenthetical notation with comparable amounts or measures. Notably, nominal results used in calculating certain margins, such as income from operations, are not impacted by the adoption of IFRIC 12 and remain comparable. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies.”

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			As of and for the year ended December 31,
		2020			2021			2022			2023			2024			2024
			(thousands of pesos, except per share and per ADS data)														(thousands of U.S. dollars; except per share and per ADS data) (1)
Profit or loss and other comprehensive income data:
Revenues:
Aeronautical services (2)		Ps.	7,225,742		Ps.	11,983,954		Ps.	17,336,734		Ps.	19,267,395		Ps.	19,110,067		U.S.$		914,983
Non-aeronautical services (3)			2,448,053			3,662,441			5,197,238			6,165,429			7,671,766				367,321
Improvements to concession assets (4)			2,192,578			3,368,511			4,846,404			7,791,320			6,832,541				327,140
Total revenues			11,866,373			19,014,906			27,380,376			33,224,144			33,614,374				1,609,444
Operating costs:
Employee cost (5)			970,481			1,115,750			1,373,264			1,724,461			2,125,958				101,790
Maintenance (5)			426,523			546,548			730,568			728,618			848,575				40,629
Safety, security and insurance (5)			458,316			510,440			577,122			691,155			831,411				39,808
Utilities (5)			355,562			391,836			474,032			485,265			542,482				25,974
Expected credit loss of the year (5)			86,596			15,487			41,444			29,395			24,768				1,186
Other operation expenses (5)			371,229			409,570			584,624			721,175			890,047				42,615
Technical assistance fees (6)			289,154			526,220			756,648			851,320			845,234				40,470
Concession taxes (7)			908,310			1,231,044			1,895,182			2,532,896			2,666,751				127,683
Depreciation and amortization:
Depreciation (8)			495,292			546,128			728,860			851,577			1,214,148				58,133
Amortization (9)			1,505,069			1,504,411			1,584,461			1,694,125			1,846,891				88,428
Total depreciation and amortization			2,000,361			2,050,539			2,313,321			2,545,702			3,061,039				146,561
Other income - net			(12,726)			(8,232)			(26,428)			(15,876)			(105,076)				(5,031)
Cost of improvements to concession assets (4)			2,192,578			3,368,511			4,846,404			7,791,320			6,832,541				327,140
Total operating costs			8,046,384			10,157,713			13,566,181			18,085,431			18,563,730				888,825
Income from operations			3,819,989			8,857,193			13,814,195			15,138,713			15,050,644				720,620
Finance cost - net			(1,434,222)			(1,027,930)			(1,538,509)			(2,377,023)			(2,934,903)				(140,522)
Share of profit (loss) of associates			3			-			-
Income before income taxes			2,385,770			7,829,263			12,275,686			12,761,690			12,115,741				580,097
Income tax expense			467,067			1,785,546			3,090,212			3,072,090			3,240,302				155,145
Net profit for the year			1,918,703			6,043,717			9,185,474			9,689,600			8,875,439				424,953
Other comprehensive income
Exchange differences on translating foreign operations			580,308			30,810			(488,316)			(893,709)			1,132,599				54,228
Remeasurements of employee benefit – net of income taxes			(16,658)			15,263			8,802			(15,932)			10,201				488
Cash flow hedges, effective portion of changes in fair value, net of income tax			(299,013)			500,765			100,966			(69,905)			(65,303)				(3,127)
Total comprehensive income for the year			2,183,340			6,590,555			8,806,926			8,710,054			9,952,936				476,543
Profit for the year attributable to:
Controlling interest			1,968,856			5,997,492			9,013,147			9,542,912			8,612,157				412,347
Non-controlling interest			(50,153)			46,225			172,327			146,688			263,282				12,606
Profit for the year			1,918,703			6,043,717			9,185,474			9,689,600			8,875,439				424,953
Total comprehensive income for the year
Controlling interest			2,164,639			6,510,307			8,664,216			8,641,234			9,567,162				458,072
Non-controlling interest			18,701			80,248			142,710			68,820			385,774				18,471
Total comprehensive income for the year			2,183,340			6,590,555			8,806,926			8,710,054			9,952,936				476,543
Basic and diluted earnings per share (10)		Ps.	3.7461		Ps.	11.5476		Ps.	17.7294		Ps.	18.8864		Ps.	17.0444		U.S.$		0.8160
Dividends per share (11)		Ps.	0		Ps.	0.0000		Ps.	14.4000		Ps.	14.8400		Ps.	0.0000		U.S.$		0.0000
Basic and diluted earnings per ADS (10)		Ps.	37.461		Ps.	115.4760		Ps.	177.2940		Ps.	188.8648		Ps.	170.4441		U.S.$		8.1608
Dividends per ADS (11)		Ps.	0.0000		Ps.	0.0000		Ps.	144.0000		Ps.	148.4000		Ps.	0.0000		U.S.$		0.0000
Other operating data:
Total terminal passengers (thousands of passengers) (12)			27,328			43,027			56,481			63,464			62,156				62,156
Total air traffic movements (thousands of movements)			399			531			610			623			601				601
Total revenues per terminal passenger (13)		Ps.	434		Ps.	442		Ps.	485		Ps.	524		Ps.	541		U.S.$		25.89
Aeronautical and non-aeronautical services per terminal passenger		Ps.	354		Ps.	364		Ps.	399		Ps.	401		Ps.	431		U.S.$		20.63
Statement of financial position data:
Cash and cash equivalents		Ps.	14,444,549		Ps.	13,332,877		Ps.	12,371,464		Ps.	10,055,211		Ps.	13,466,027		U.S.$		644,749
Total current assets			16,846,109			16,397,575			15,511,780			13,709,402			17,457,511				835,860
Airport concessions, net			10,649,220			10,328,521			9,668,698			8,778,988			9,622,181				460,707
Rights to use airport facilities, net			816,898			1,208,406			1,135,009			1,461,098			3,860,097				184,820
Total assets			51,361,173			55,323,085			60,505,341			67,444,859			81,653,073				3,909,520
Current liabilities			5,262,675			9,362,958			6,919,970			12,085,579			20,485,088				979,143
Total liabilities			28,508,390			34,894,485			40,677,296			46,500,212			57,031,334				2,730,640
Total equity attributable to controlling interest			21,792,811			19,288,380			18,638,866			19,781,783			22,345,799				1,069,909
Common stock			6,185,082			170,381			8,197,536			8,197,536			1,194,390				57,187
Non-controlling interest			1,059,972			1,140,220			1,189,179			1,162,864			2,275,940				108,971
Statement of cash flows data:																			-
Net cash flows provided by operating activities		Ps.	3,566,567		Ps.	11,095,446		Ps.	12,519,706		Ps.	13,934,854		Ps.	16,674,340		U.S.$		798,362
Net cash flows used in investing activities			(3,217,691)			(4,969,308)			(8,482,383)			(11,092,156)			(8,784,984)				(420,622)
Net cash flows (used in) provided by financing activities			6,288,427			(7,351,525)			(4,925,702)			(4,789,761)			(5,020,054)				(240,358)
Effects of exchange rate changes on cash held:			307,053			113,715			(73,034)			(369,190)			541,514				25,927
Increase (decrease) in cash and cash equivalents			6,944,356			(1,111,672)			(961,413)			(2,316,253)			3,410,816				163,309

(1)The amounts are translated into U.S. dollars at a rate of Ps.20.8557 per U.S.$1.00, based on the noon buying rate published by the U.S. Federal Reserve Board on December 31, 2024. Please note that the U.S. dollar information should not imply that the peso amounts can be converted into U.S. dollars at this rate or any other rate. Per-share amounts are expressed in U.S. dollars (not in thousands). Operating data are provided in the units indicated.

(2)Revenues from aeronautical services primarily consist of several fees, including a fee for each departing passenger, aircraft landing fees, aircraft parking fees, charges for transporting passengers from the aircraft to the terminal building, security charges for each departing passenger, and various other regulated revenue sources. For details on our regulatory framework and maximum rates, please refer to “Item 4, Information on the Company – Regulatory Framework.” Additionally, for specific exclusions related to these fees in Mexico and Jamaica, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.”

(3)Revenues from non-aeronautical services include revenues that are not regulated under our maximum rates. These revenues primarily come from leasing commercial space to tenants, advertisers, certain ground transportation providers, and other miscellaneous sources. Additionally, we generate revenue from business lines that we operate directly, which include car parking charges, advertising, VIP lounges, and convenience stores. Currently, car parking services are regulated under the Mexican Airport Law but are excluded from the regulated services covered by our

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maximum rates. However, the Ministry of Infrastructure, Communication and Transportation (Secretaría de Infraestructura, Comunicaciones y Transportes), or “SICT,” has the authority to decide whether to regulate these rates in the future.

(4)Revenues from improvements to concession assets refer to revenues generated from improvements made to the concession assets, as well as the associated costs from capital expenditures agreed upon with the Mexican government under our Master Development Programs for each fiscal year, and with the Jamaican government concerning our Capital Development Programs. It is important to note that these amounts did not result in actual cash inflows or impact our consolidated net profit since the revenues earned were equal to the costs incurred. For more information, see “Item 4, Information on the Company – Business Overview.”

(5)The cost of services includes employee cost, maintenance, safety, security, insurance, utilities, allowances for expected credit losses, and other operating expenses.

(6)We pay a technical assistance fee to Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V., referred to as “AMP,” under the technical assistance agreement related to AMP’s purchase of our Series BB shares. This fee is described in Item 7 of this document.

(7)Each of our subsidiary concession holders in Mexico must pay a concession tax to the Mexican government per the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets as specified in their concessions. Currently, the concession tax is set at 9.0% of each concession holder’s gross annual revenues, excluding revenues from improvements to concession assets and the recovery of costs. This tax rate was 5.0% for 2020, 2021, 2022, and 2023. The gross annual revenue from the concession tax at Montego Bay Airport (excluding revenues from improvements to concession assets and the recovery of costs) was as follows: 20.6% for 2020, 12.0% for 2021, 12.7% for 2022, 27.9% for 2023, and 31.1% for 2024. Due to the amendments to the Concession Agreements with the Airports Authority of Jamaica, or “AAJ,” signed on July 26, 2024, which were made in response to the impacts experienced by the Concessionaires during the COVID-19 pandemic, the concession tax at Kingston airport decreased to 53.22% starting in July 2024 retroactively applicable to the period until September 2023. This marks a reduction from the previous rate of 62.01% of gross annual aeronautical and commercial revenues. For further information, see “Item 5, Operating and Financial Review and prospects – Mexican Concession Tax and Jamaican Concession Taxes.”

(8)This reflects the depreciation of machinery, equipment, and improvements made to leased buildings.

(9)Reflects the amortization of concessions, improvements to concession assets, and rights to use airport facilities, as well as recovered long-term leases and parking lots.

(10)Based on a weighted average of 525,575,547, 519,372,684, 508,371,309, 505,277,464, and 505,277,464 common shares outstanding (excluding treasury shares) for the years ended December 31, 2020, 2021, 2022, 2023, and 2024, due to our stock repurchase program. Earnings per ADS are based on the ratio of 10 Series B shares per ADS.

(11)The dollar amounts per share were as follows: U.S.$0.0000 in 2020, U.S.$ 0.0000 in 2021, U.S.$0.7386 in 2022, U.S.$0.8781 in 2023, and U.S.$0.6646 in 2024, ADS were U.S.$0.0000 in 2020, U.S.$0.0000 in 2021, U.S.$9.0939 in 2022, U.S.$7.3858 in 2023, and U.S.$6.6457 in 2024. All per-share dollar amounts are expressed in U.S. dollars (not thousands of U.S. dollars).

(12)This includes all arriving and departing passengers and transfer passengers (those who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).

(13)Total revenues for the period divided by terminal passengers, expressed in pesos (not thousands of pesos).

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RISK FACTORS

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including risks that may prevent us from achieving our business objectives or adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:

Risks Related to Our Operations

•Our revenues depend highly on passenger and cargo traffic volumes and air traffic levels, which largely depend on factors beyond our control.

•Our business could be adversely affected by global political developments, particularly with regard to United States policies toward Mexico.

•An economic slowdown and market volatility from tariffs could adversely affect our business and financial performance.

•A global economic and financial crisis may affect our business.

•Competition from other tourist destinations could adversely affect our business.

•Negative economic developments in Mexico could reduce domestic passenger traffic at our airports, adversely affecting our business and results of operations.

•Our business is particularly sensitive to economic conditions and other developments in the United States.

•The imposition of new tariffs on imports from Mexico to the U.S. could adversely affect our cargo business in the future.

•Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.

•Our business is highly dependent upon revenues from five airports and could be adversely impacted by any condition affecting those airports.

•International events, including acts of terrorism, wars, and global epidemics, could have a negative impact on international air travel.

•Cyberattacks or other interruptions of our security or information network could adversely affect the operations of our airports and our financial results.

•If we fail to maintain effective internal controls, any material weakness could adversely affect our ability to report our results of operations accurately and could cause a loss of investor confidence and may adversely impact our stock price.

•Security enhancements and requirements may require additional investments or result in additional expenses.

•Our revenues and profitability may be adversely affected if we fail our business strategy.

•Our acquisitions may not achieve anticipated benefits and may increase our liabilities, disrupt our existing business, and harm our results of operations.

•Our leverage could adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

•Changes to reference rates could have an adverse effect on our business, results of operations, and financial condition

•Covenants in our debt may limit our discretion with respect to certain business matters.

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

•The loss of, or suspension of operations by, one or more of our key customers could result in the loss of a significant amount of our revenues.

•The main domestic airlines operating at our Mexican and Jamaican airports have, in the past, refused to pay certain increases in our specific tariffs for aeronautical services and could refuse to pay additional increases in the future.

•The airlines at our airports may refuse to continue collecting passenger charges on our behalf, or we may decide to collect passenger charges ourselves, which would result in increased costs for us.

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•The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.

•Legal claims and other actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations and security of these airports.

•We may be liable for property tax claims asserted against us by certain Mexican municipalities.

•The 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.

•Events such as pandemics, epidemics, other catastrophes, extreme weather conditions, and natural or health-related disasters could negatively impact the Company’s operations and financial results.

•Extreme weather and natural disasters could adversely affect our business.

Risks Related to the Regulation of Our Business

•We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.

•We cannot predict how the laws and regulations governing our business will be applied.

•The regulations under which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that we may collect at our Jamaican airports are established do not guarantee that we or any of our airports will be profitable.

•Our business is dependent on international regulations affecting airlines.

•Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates in Mexico.

•We could be subject to sanctions if we exceed the maximum rate at any Mexican airport at the end of any year.

•The Mexican government may terminate or re-acquire our Mexican concessions under various circumstances, some of which are beyond our control.

•The Jamaican government may terminate or re-acquire the concessions held by our Jamaican airports under various circumstances, some of which are beyond our control.

•The Mexican and Jamaican governments could grant new concessions that compete with our airports.

•The SICT could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs.

•Changes to Mexican tax laws, regulations, and decrees applicable to us could have a material adverse impact on our results of operations.

•Changes to Mexican labor laws and regulations applicable to us could have an adverse effect on the results of our operations.

•If we fail to fulfill the requirements of our Master Development Programs or our Capital Development Programs, our airports could suffer specific negative consequences, including termination of their respective concessions.

•Our operating results could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA or if MBJA does not receive approval for the use of these funds to offset costs associated with capital investments at Montego Bay airport.

•Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders concerning our
environmental, social, and governance practices may impose additional costs on us or expose us to new or additional risks

Risks Related to Our Strategic Shareholder

•AMP, our strategic shareholder, has a significant influence over our operations, and AMP’s interests may differ from those of other shareholders.

•Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.

•If AMP should decide to sell all or a portion of its interest in us, our operations could be adversely affected.

•Our operations could be adversely affected if the technical assistance agreement is not renewed with AMP.

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•Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.

•Disputes with or among our shareholders or challenges to certain provisions of our bylaws may affect our operations.

Risks Related to Mexico

•Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments and security concerns in Mexico could adversely affect our business and results of operations.

•Political developments and constitutional reforms in Mexico could have an adverse effect on our business, results of operations, or financial condition.

•Fluctuations in the value of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.

•The Mexican government exercises significant influence over the economy, and we face the risk of change in law.

•Our business could be adversely affected by other claims by certain Mexican municipalities.

•The security situation in Mexico could adversely affect the Company’s business, operating results, and financial condition.

•Adverse domestic events could negatively impact our business and the results of our operations.

•Minority shareholders may be less able to enforce their rights against us, our directors, or our strategic shareholders in Mexico.

•We are subject to different corporate disclosure and accounting standards than U.S. companies.

Risks Related to Jamaica

•Adverse economic conditions in Jamaica may adversely affect our financial condition or the results of our operations.

•Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.

•Our business in Jamaica is subject to substantial governmental regulation.

•High incidences of crime in Jamaica and violence related to drug trafficking could adversely affect our business.

•Government tax legislation in Jamaica may have an adverse effect on our financial condition and the results of our operations.

Risks Related to Our Structure, Shares, and the Securities Market

•Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income.

•Priority in the case of bankruptcy.

•The Company’s bylaws can discourage acquisitions and depress the market for our shares.

•As a result of the volatility of the Mexican stock market, the market price of shares may experience extreme fluctuations in price and trading volume.

Risks Related to Our Operations

Our revenues depend highly on passenger and cargo traffic volumes and air traffic levels, which largely depend on factors beyond our control.

Our revenues are closely tied to passenger and cargo traffic, as well as the number of air traffic movements at our airports. These factors directly influence our revenues from aeronautical services and indirectly affect our revenues from non-aeronautical services. The primary source of our aeronautical service revenues comes from passenger charges, which are applicable for each passenger departing from the airport terminals we operate, with some specific exclusions in each of Mexico and Jamaica, described below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Aeronautical Services – Passenger Charges”). These charges are collected by the airlines and paid to us. In 2022, 2023, and 2024, passenger charges represented 52.8%, 48.3%, and 46.6% of our total revenues, respectively. In those same years, passenger charges represented 64.9%, 63.2%, and 58.5% of our aeronautical and non-aeronautical revenues.

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The volumes of passenger and cargo traffic and air traffic movements depend on various factors beyond our control. These include the economic conditions in Mexico, Jamaica, the United States, Canada, and Europe, the political situation in these regions and elsewhere, public health crises, the attractiveness of the destinations served by our airports relative to competing airports, fluctuations in petroleum prices, disruptions in global debt markets, and changes in regulatory policies affecting the aviation industry. Any decrease in air traffic to or from our airports due to these factors could negatively impact our business, results of operations, prospects, and financial condition.

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

In 2024, the United States held presidential and congressional elections, which resulted in the change of the U.S. Administration and the Congress reconfiguration. Significant changes or developments in laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development, and investment in the territories and countries where we or our customers operate (such as Mexico), can materially adversely affect our business, financial condition, liquidity and results of operations. The new U.S. Administration has indicated that it intends to impose additional tariffs on Mexico, Canada, and China, which could result in a trade war. Such policies may affect bilateral relations between the United States and Mexico as well as multilateral relations globally. This may lead to supply chain constraints and additional inflation, further increasing our operational costs, and could generally influence the Mexican economy and those of other countries in which we or our customers operate. There can be no assurance as to whether and to what extent new tariffs (or other new laws or regulations) will be adopted or the effect that any such measures or any others adopted by the new U.S. Administration and other governments will have on our operations.

In addition, the immigration policies adopted by the new U.S. Administration could include stricter border controls, expedited deportations, and additional restrictions on international transit. These measures could create uncertain economic conditions in Mexico, affecting leisure, visiting friends and relatives, and business travel, to and from the country. Besides, any changes in border transit regulations could affect the Tijuana International Airport, which is directly connected to the United States through the Cross-Border Express (CBX), an international bridge that allows passengers to cross directly into the U.S.; any changes in U.S. laws and policies that affect the operation of CBX could negatively impact passenger traffic at Tijuana Airport, potentially affecting GAP’s business and operating results.

Any air travel ban or increased travel restrictions from Mexico to the United States could have a material adverse effect on our passenger traffic results. We cannot predict the impact of these measures on trade between the U.S. and Mexico or whether foreign direct investment from the United States to Mexico will decrease. In addition, new immigration legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel, including travel to and from Mexico. Such restrictions could have a material adverse effect on passenger traffic results at our Mexican airports.

Changes in economic, political, and regulatory conditions in the United States or the United States laws and policies governing foreign trade and foreign relations could create uncertainty in the international markets. They could hurt 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, or NAFTA (further replaced by the United States - Mexico – Canada Agreement, or USMCA), and increased economic activity between the two countries. The United States is Mexico’s primary trading partner and receives over 80 percent of Mexico’s total exports. Weakened trading ties between Mexico and the United States could hurt industrial growth in the Mexican economy.

If the USMCA is terminated or otherwise modified, such termination or modification could materially impact Mexico’s aviation sector. The imposition of tariffs on imported goods, any changes in policies, including policies relating to restrictions in investments in the oil and electricity sectors in Mexico, or other related events affecting U.S. trade policy concerning Mexico, could have a negative impact on the Mexican economy and foreign direct investment in Mexico. While it is difficult to predict their scope and effect, such changes could have a material adverse impact on our business, financial condition, results of operations, cash flows, prospects, and/or the market price of our ADSs.

We cannot assure you that events in other emerging market countries, in the United States or elsewhere, will not materially and adversely affect our business, financial condition, or results of operations. The foregoing factors and further policy changes would also 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 adversely affects our financial condition or results of operations.

On January 20, 2025, the new U.S. Administration issued an Executive Order calling for the U.S. Department of State to designate certain international cartels and transnational criminal organizations as Foreign Terrorist Organizations (“FTOs”), following which, on February 20, 2025, the U.S. government designated six of such entities in Mexico as FTOs. These designations expand the tools available to the U.S. authorities to prosecute members of FTOs or individuals or entities alleged to have provided them “material support” and increase the risk of potential criminal and civil liability against such entities or individuals. The potential direct and indirect effects on U.S. and Mexican businesses are uncertain.

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An economic slowdown and market volatility from tariffs could adversely affect our business and financial performance.

Recent U.S. trade policies, including the imposition of a 10% tariff on all imports effective April 5, 2025, and additional tariffs on countries such as China, have significantly disrupted global supply chains and international capital markets, with benchmark indexes declining worldwide and experiencing high levels of volatility. This environment of heightened trade tensions and market instability, including any national or international economic slowdown resulting therefrom, may lead to fluctuations in our stock price, revenue streams, credit quality and reduced profitability and investor confidence, which may in turn adversely affect our financial condition. We cannot provide any assurances that changes in U.S. or global trade policies will not have an adverse effect on our business and financial performance.

A global economic and financial crisis may affect our business.

A global economic and financial crisis may impact our business. Such a crisis can lead to a lack of liquidity and increased volatility in international credit and financial markets. This situation may result in higher rates of commercial and consumer delinquencies, decreased consumer confidence, lower market valuations, elevated financial risk premiums, and a widespread decline in business activity. Additionally, these circumstances could restrict credit availability and increase financial costs for companies worldwide, including those in Mexico, Jamaica, and the United States. A recession of this nature could significantly hinder our ability to access credit to finance our investment plans or refinance future debt maturities, harming our business.

Competition from other tourist destinations could adversely affect our business.

One of the most critical factors affecting our operations and business results is the number of passengers using our airports. This number can fluctuate due to factors beyond our control, such as tourism levels in Mexico and Jamaica, particularly at our international airports in Los Cabos, Puerto Vallarta, and Montego Bay. Passenger traffic may also be negatively impacted by the attractiveness, affordability, and accessibility of competing tourist destinations in Mexico, including Acapulco and Cancun, as well as other locations like Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, and various Caribbean islands or destinations in Central America. Additionally, travelers’ perceptions of safety, political stability, and social conditions in Mexico and Jamaica influence the appeal of our destinations. As a result, there is no guarantee that tourism levels and the number of passengers using our airports will remain stable or exceed current levels. A decline in tourism to the destinations served by our airports could, directly and indirectly, affect our aeronautical and non-aeronautical service revenues.

Negative economic developments in Mexico could reduce domestic passenger traffic at our airports, adversely affecting our business and operations results.

A significant portion of our revenues comes from international tourism; however, domestic passengers have accounted for two-thirds of the passenger traffic volume at our Mexican airports over the past three years. In addition to managing the airport concessions in Kingston and Montego Bay, Jamaica, and operating Desarrollo de Concesiones Aeroportuarias, S.L. (“DCA”) in Spain, all our assets and operations are based in Mexico. Since our revenues primarily depend on passenger traffic at our airports, any decline in domestic traffic could negatively impact our business, prospects, financial condition, and operational results. Factors such as rising inflation, increasing interest rates, or any adverse effects on the Mexican economy could materially harm our financial health and results of operations. This is primarily because domestic demand for transportation services may decrease under these conditions.

Our business is particularly sensitive to economic conditions and other developments in the United States.

Our business is sensitive to trends related to leisure travel, consumer spending, and international tourism in the United States. In 2022, 2023, and 2024, the percentage of international terminal passengers at our Mexican airports arriving or departing on flights to or from the United States was 91.9%, 88.9%, and 89.6%, respectively. For our Jamaican airports, these figures were 72.6%, 72.5%, and 70.3% during the same years.

As a result, our business is highly dependent on the health of the U.S. economy. Any events affecting the U.S. economy can negatively impact our business, operations, and financial condition. According to the U.S. Bureau of Economic Analysis, the U.S. gross domestic product (“GDP”) grew by 2.1% in 2022, 2.5% in 2023, and 2.8% in 2024.

Decisions made by the U.S. Administration, along with changes in the economic, political, or social conditions in the United States, can influence the Mexican economy. This can lead to decreased remittances, reduced commercial activity between the two countries, and a slowdown in direct foreign investment in Mexico. These factors can, in turn, affect our business and operational results. The new U.S. administration may introduce regulatory, economic, and policy changes that could significantly impact our airports. Changes in U.S. foreign policy, border security measures, and trade agreements resulting from the elections could influence cross-border travel and airline operations, ultimately influencing airport traffic and revenues in Mexico.

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Additionally, other trends and developments in the United States could negatively impact the frequency and patterns of our international passenger traffic. For instance, any situations that make travel to and from the United States less appealing, such as tax reforms or changes in economic policies that create tensions between the Mexican and U.S. governments, might hinder passenger traffic at our airports, harming our business and our results of operations.

The imposition of new tariffs on imports from Mexico to the U.S. could adversely affect our cargo business in the future.

In 2024, we acquired the majority stake in the company GWTC group, which specializes in handling storage and custody services for international trade merchandise in facilities qualified as bonded warehouse facilities at the Guadalajara Airport. In this regard, the recent development of executive orders from the U.S. Government about the imposition of new tariffs on imports from México could harm on significant manner this business, besides the potential reaction to imports from other countries or exports to the U.S. from México in case Mexican authorities make decisions to compensate tariff effects, cargo volume could decrease affecting our financial condition or results of operation.

Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.

Our revenues are closely tied to the volume of passenger and cargo traffic and the number of air traffic movements at our airports. The operating levels of airlines primarily influence these factors. Airlines face various costs that can be affected by fluctuations in petroleum prices, supply expenses, and their ability to access credit for financing operations. Additionally, aircraft lease agreements are significant expenses for airlines operating at our airports and may be subject to increases. These factors can lead to higher ticket prices and reduced flight frequencies, negatively impacting passenger and cargo traffic volumes.

Fuel prices are highly volatile and can fluctuate due to various factors, including changes in petroleum output, market dynamics, international conflicts, and terrorist attacks. For instance, European Brent crude oil spot prices increased from U.S.$51.22 per barrel on December 31, 2020, to U.S.$74.58 per barrel on December 31, 2024. This surge largely stemmed from concerns regarding potential supply disruptions related to the ongoing conflict between Russia and Ukraine. The outcomes of this conflict and its continued impact on fuel prices remain uncertain. High fuel prices can increase airline operating costs, lead to financial difficulties, and even bankruptcies, which may drive up ticket prices, resulting in flight cancellations, reducing flight frequency, and decreasing demand for air travel, ultimately diminishing passenger and cargo traffic at our airports.

Most airlines also depend on consistent access to credit at affordable interest rates to finance their aircraft fleet and make other significant investments. Global economic uncertainties, including rising interest rates, could negatively impact their ability to access credit. During the global recession and financial crisis of 2008-2009, high interest rates and disruptions in international debt markets severely affected airlines’ capacity to operate their fleets. This forced them to increase ticket prices, cancel routes, reduce flight frequencies, and postpone planned investments. Such reductions in airline operations can lead to lower passenger and cargo traffic volumes at our airports, ultimately harming our operational results.

For more information on any major airline customers that have recently reduced or canceled operations at our airports, please see “The loss of, or suspension of operations by, one or more of our key customers could result in a loss of a significant amount of our revenues.”

Our business is highly dependent upon revenues from five airports and could be adversely impacted by any condition affecting those airports.

In 2024, 81.0% of the total aeronautical and non-aeronautical revenues was generated at five of our fourteen airports. The table below shows the percentage of the sum of aeronautical and non-aeronautical revenues generated by each of our airports in 2024:

Airport		December 31, 2024
Guadalajara			27.5	%
Los Cabos			16.5	%
Tijuana			13.6	%
Puerto Vallarta			12.3	%
Montego Bay			11.1	%
Eight other Mexican airports (combined) and Kingston			19.0	%
Total revenues			100.0	%

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Due to the significant contribution of these five airports to our aeronautical and non-aeronautical revenues, any event or condition that affects these airports could materially impact our business, operational results, prospects, and financial condition.

International events, including acts of terrorism, wars, and global epidemics, could have a negative impact on international air travel.

International events, such as acts of terrorism, wars, armed conflicts, and public health crises, can negatively impact the frequency and patterns of air travel worldwide. For instance, the rising geopolitical tensions related to the ongoing conflict in the Middle East, the conflict between Russia and Ukraine, and the associated trade and monetary sanctions have already affected global oil prices and demand. This turmoil could disrupt the global financial system, adversely impacting air travel, supply chains, and raw materials worldwide.

Additionally, any future terrorist attacks, whether involving aircraft or not, may harm our business, operational results, prospects, and financial condition. We cannot predict how future terrorist attacks or threats against the United States or retaliatory measures taken in response to such events will affect the U.S. economy or leisure travel trends. These factors could negatively impact our operations. Likewise, our airport operations in Mexico and Jamaica could also be adversely impacted by terrorist attacks on aircraft.

Since our revenues significantly depend on the level of passenger traffic at our airports, a general increase in hostilities related to reprisals against terrorist organizations, further armed conflict around the world, outbreaks of health epidemics, or other internationally concerning events, and their economic impacts, could lead to decreased passenger traffic and increased costs for the air travel industry. Consequently, this may materially affect our business, operational results, prospects, and financial condition.

Cyberattacks or other interruptions of our security or information network could adversely affect the operations of our airports and our financial results.

Cyberattacks have increased in frequency, scope, and severity in recent years. To manage cybersecurity risks effectively, we adopt a comprehensive approach that regularly evaluates our vulnerabilities, maintains up-to-date security software, and implements countermeasures to prevent data breaches. We integrate continuous monitoring and real-time threat detection using advanced analytics and machine learning to identify and respond to threats more effectively. We periodically review and enhance our preventive measures to mitigate the risk of cyberattacks and other disruptions to our business. For instance, to protect our information systems from external threats, we utilize backup systems and a range of safeguards, including malware protection, intrusion detection and prevention systems, vulnerability assessments, penetration testing, and inventories of both authorized and unauthorized software and hardware. Additionally, we conduct a security awareness program for our team, complemented by regular simulation exercises such as phishing tests and incident response drills.

Our airport’s network incorporates unified threat management, stringent access control measures, and network segmentation to isolate critical systems.

We utilize CyberArk software to monitor access and activity related to all privileged accounts and Trend Micro Smart Protection Suites to enhance the security of our servers. Our strategy also involves leveraging eXtended Detection and Response (XDR) technologies, Zero Trust Network Access (ZTNA) frameworks, and Artificial Intelligence (AI) to bolster our defenses against evolving cyber threats, ensuring proactive detection and adaptive responses.

However, despite our extensive preventive actions and technologies, there is still a risk that these measures may not be sufficient to prevent future cyberattacks. Such incidents could compromise the privacy of our clients and business partners, leading to the unauthorized distribution of sensitive financial and confidential information. Any disruption, failure, or security breach of our information technology infrastructure, including our backup systems, could negatively impact our operations and regulatory compliance. The costs associated with a potential cyberattack may include increased expenses for reinforcing cybersecurity measures, loss of business due to service interruptions, regulatory fines, litigation, and damage to our reputation. These outcomes could result in significant financial losses, operational disruptions, or a decline in our stock price. Furthermore, the potential losses related to cyberattacks and disruptions in our network could exceed our insurance coverage, underscoring the importance of continuously updating our risk management framework and response capabilities.

We continuously evaluate the use of Artificial Intelligence in our business processes. In recent years, Artificial Intelligence has been subject to increasing scrutiny. This technology, which is still in the early stages of commercial use, involves some inherent risks, including ethical considerations, reassessments of the required workforce, public perception and reputation issues, intellectual property protection, regulatory compliance, and data privacy and security concerns, all of which could have a material adverse effect on our business, operating results, and financial condition. Moreover, new laws, guidelines, and rulings in this area may limit our ability to use Artificial Intelligence or reduce its utility. We cannot predict the future development of artificial intelligence or its impact on our business and industry. If we cannot successfully adapt to new developments related to Artificial Intelligence and the associated risks and challenges, it could have a material adverse effect on our business, financial position, or operating results.

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If we fail to maintain effective internal controls, any material weakness could adversely affect our ability to report our results of operations accurately and could cause a loss of investor confidence and may adversely impact our stock price.

If we cannot maintain effective internal controls over financial reporting or effective disclosure controls and procedures, it could harm our ability to accurately record, process, and report financial information and prepare financial statements within the required timeframe. Any material weaknesses identified in the future could negatively impact our business operations, financial results, and the value of our securities and might lead to a loss of investor confidence. In the past, we identified material weaknesses in our internal controls, and we cannot guarantee that additional material weaknesses will not arise or be discovered.

Security enhancements and requirements may require additional investments or result in additional expenses.

The air travel industry faces increased costs due to enhanced security measures and higher insurance premiums. Following September 11, 2001, we improved airport security, significantly raising our general liability insurance premiums. For more information about our insurance policies, see “Item 4, Information on the Company – Property, Plant and Equipment.” Since most of our international flights travel to the United States, we must comply with security directives from the U.S. Federal Aviation Authority, and those issued by the civil aviation authorities in Mexico and Jamaica.

Airports users, primarily airlines, have also experienced increased costs as they adopt additional security measures and face substantial hikes in their insurance premiums. While some governments have agreed to indemnify airlines against liabilities resulting from terrorist attacks, the Mexican and Jamaican governments have not made similar commitments and have shown no intention of doing so. In the future, airlines may be required to follow stricter security regulations, which could further increase aviation insurance premiums.

If authorities require upgrades to security equipment or implement additional security measures, we may incur significant expenses and capital expenditures. We cannot guarantee that these costs will be considered in our negotiations regarding Maximum Tariffs and the Master Development Program for our Mexican airports. As a result, such additional expenses could negatively impact our cash flows and overall business performance.

In Jamaica, if there are any changes to security enhancement requirements, the civil aviation authorities permit unavoidable and unforeseen expenditures to be classified as cost pass-throughs for regulatory purposes. This classification allows for increased regulated charges at any time during the tariff review period to cover the costs of new security requirements. However, we cannot guarantee that we will successfully negotiate new tariffs to recover the expenses and capital expenditures necessary to comply with new security standards.

Our revenues and profitability may be adversely affected if we fail our business strategy.

Our ability to increase revenues and profitability partly depends on our business strategy. This strategy involves setting prices as close to our regulatory maximum rates for our Mexican and Jamaican airports. We also focus on reducing operating costs, managing our capital expenditures under the Master Development Programs with the Mexican government and the Capital Development Program with the Jamaican government, increasing passenger and cargo traffic at our airports, and boosting revenues from commercial activities.

A significant portion of our commercial revenue relies on increasing passenger traffic at our airports. To achieve this, we must continue remodeling, expanding, and modernizing the commercial areas within our airports and introduce new business lines. We are also developing the types of business lines we operate directly at our airports. In 2022, 2023, and 2024, revenues from business lines operated directly by us represented 26.0%, 29.0%, and 37.6% of non-aeronautical revenues, respectively. This translates to 6.0%, 7.0%, and 10.8% of the total aeronautical and non-aeronautical revenues generated at our airports during those years.

We cannot guarantee that we will succeed in increasing passenger traffic or revenue from commercial activities, including those we operate directly. Passenger traffic volumes at our airports depend on factors beyond our control, such as the appeal of the commercial, industrial, and tourist centers served by the airports. Furthermore, our new commercial strategy, which aims to generate additional revenue by directly operating business lines at our airports, may lead to a significant loss of revenue. It may also not achieve the level of profitability needed to improve our operational results. Therefore, there is no certainty that passenger traffic at our airports will increase or our profitability will improve.

Our acquisitions may not achieve anticipated benefits and may increase our liabilities, disrupt our existing business, and harm our results of operations.

The benefits we expect to gain from our acquisitions rely heavily on our ability to promptly integrate the operations, services, personnel, and administrative infrastructure of the acquired businesses. However, acquisitions can lead to increased operating costs and greater demand for management resources, which may interfere with our daily operations. Additionally, the anticipated growth opportunities, revenue benefits, cost savings, and other advantages from our acquisitions may not materialize as we expect or could be delayed. If we incur higher integration costs, achieve lower revenue benefits, or realize fewer cost savings than projected, or if we need to recognize impairments related to acquired assets, investments, or goodwill, our results of operations and overall financial condition could be negatively impacted.

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Our leverage could adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

As of December 31, 2024, our total consolidated Bank Loans and issuance of Debt Securities was Ps.48.0 billion (U.S.$2.3 billion). This level of debt may limit our ability to secure additional financing and could increase the costs associated with obtaining and maintaining such funding. Additionally, it could hinder our ability to take advantage of significant business opportunities that may arise. As a result, our debt may make us more vulnerable to adverse economic, industry, or competitive conditions. We cannot guarantee that our business will generate sufficient cash flow to meet our debt obligations or cover our other liquidity needs, which could negatively impact our overall performance. We may need to refinance all or part of our debt before it matures. However, we cannot guarantee that we can refinance any of our debt on favorable terms. For more details, see “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”

Changes to reference rates could have an adverse effect on our business, results of operations, and financial condition.

The London Interbank Offered Rate (LIBOR) was phased out as a reference rate in June 2023. The U.S. Federal Reserve, in collaboration with the Alternative Reference Rates Committee, selected the Secured Overnight Financing Rate (SOFR), specifically Term SOFR, as the recommended risk-free reference rate for the United States. This rate is calculated based on repurchase agreements backed by treasury securities. Before LIBOR was discontinued, we amended nearly all of our LIBOR-based financing arrangements to transition them to successor rates, primarily Term SOFR. However, we cannot predict how long Term SOFR will be accepted as a replacement for LIBOR or the potential consequences of this transition on financial markets or our business, financial condition, or results of operations. The switch to successor rates could lead to interest payments on our long-term debt being different or higher than initially expected.

Additionally, Banco de Mexico has introduced a new reference rate called the Funding Equilibrium Interbank Interest Rate (the “Funding TIIE”) in response to the international transition to reference rates that reflect local market funding conditions. The TIIE at 91-day and 182-day maturities ceased to be used in contracts in December 2023, and the TIIE at 28 days ceased to be used in December 2024. We only have contracts with TIIE at 28 days and we expect that we will have to modify such existing contracts to adjust the TIIE calculation methodology based on the revised TIIE.

We cannot guarantee that transitioning from the LIBOR rate or the TIIE rate to new reference interest rates will not disrupt financial markets or significantly increase our financing costs, which could adversely affect our business, results of operations, and financial condition.

Covenants in our debt may limit our discretion with respect to certain business matters.

Our debt agreements and those of our operating entities may include restrictive covenants that limit our flexibility in various business matters. These covenants could significantly restrict our ability to incur additional debt, acquire new equity investments, pursue mergers or acquisitions, pay dividends, create liens or other encumbrances, or make specific payments, investments, loans, and guarantees. Additionally, these covenants may require us to maintain certain financial ratios and conditions. If we fail to comply with any of these covenants, it could result in a default. The associated debt may be accelerated if the default is not resolved or waived.

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

While we aim to maintain positive relationships with our workforce, conflicts may occur, including with our unionized employees. As of December 31, 2024, unionized employees represented 22.9% of our total workforce in Mexico and 33.6% in Jamaica. If these conflicts escalate into events such as strikes or other disruptions, they could negatively affect our operations and overall results.

The loss of, or suspension of operations by, one or more of our key customers could result in the loss of a significant amount of our revenues.

Our revenues are primarily dependent on a few key airline customers. In 2024, Concesionaria Vuela Compañía de Aviación, S.A. de C.V. (“Volaris”), Aeroenlaces Nacionales, S.A. de C.V. (“Viva”), Grupo Aeroméxico, S.A.B. de C.V. (“Aeromexico” a holding company that owns both Aeroméxico and Aeroméxico Connect), and American Airlines, Inc. (“American Airlines”) accounted for a significant portion of our passenger traffic. During that year, the passenger charges collected by these four airlines represented 17.1%, 8.2%, 4.4%, and 4.3% of total revenues from our airports, respectively (21.5%, 10.2%, 5.5%, and 5.4%, respectively, of the total aeronautical and non-aeronautical revenues generated at our airports in 2024).

The global airline industry has recently faced and may continue to face significant challenges, including bankruptcy filings by several carriers. If any airline customer attempts to restructure or recapitalized but fails to do so successfully, or if our commercial arrangements with these key airline customers are not honored, the investments or other assets associated with those airline customers may suffer impairment. This could materially and adversely affect our business and the results of operations.

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None of our contracts with airline customers require them to provide service to our airports continuously, and we cannot guarantee that if any key customer reduces their use of our facilities, competing airlines will offer additional flights to replace those no longer serviced by our main customers. Additionally, Mexican law prohibits international airlines from transporting passengers between two locations within Mexico unless the passenger begins their journey outside of Mexico. This restriction limits the number of airlines providing domestic service in Mexico; thus, we expect to generate a significant portion of our revenue from domestic travel with a limited number of airlines.

Moreover, passenger charges accounted for 52.8%, 48.3%, and 46.6% of our revenues in 2022, 2023, and 2024, respectively (64.1%, 63.2%, and 58.5% when considering only the combined aeronautical and non-aeronautical revenues). These charges are collected by airlines from passengers on our behalf according to passenger charge collection agreements, and the airlines pay us within a maximum of 60 days after each flight. In 2022, 2023, and 2024, the average duration for collecting passenger charges was 63, 62, and 61 days, respectively. Therefore, if any of our key airline customers were to become insolvent or seek bankruptcy protection, we would be unsecured creditors regarding any unpaid passenger charges. We cannot guarantee the collection of amounts invoiced to an airline for passenger charges, even with cash deposits held as a guarantee. Additionally, we might face difficulties recovering any lost traffic that these airlines previously transported. Both scenarios could negatively impact our cash flows from operations and overall operational results.

Lastly, if some of our commercial clients encounter difficulties paying our airports, they may choose to exit our commercial spaces and cancel their contracts, which could adversely affect our revenues.

The main domestic airlines operating at our Mexican and Jamaican airports have, in the past, refused to pay certain increases in our specific tariffs for aeronautical services and could refuse to pay additional increases in the future.

In the past, some domestic airlines operating at our airports in Mexico and Jamaica have refused to pay certain increases in the specific tariffs we charge for aeronautical services. While we have resolved these disputes, our financial performance could still be negatively impacted if these airlines, or others, decide not to make payments in the future. Additionally, during economic downturns, airlines that operate at our airports may be more likely to oppose increases in our charges for aeronautical services in the following years. This opposition could further affect our results of operations. For more information, see “Item 4, Information on the Company – Business Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers.”

The airlines at our airports may refuse to continue collecting passenger charges on our behalf, or we may decide to collect passenger charges ourselves, which would result in increased costs for us.

The airlines operating at our airports collect a passenger charge on our behalf from each departing passenger, except for certain exclusions in Mexico and Jamaica, which are detailed below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.”

We have established collection agreements with all the airlines operating at our Mexican airports, allowing them to collect these passenger charges on our behalf. As a result, passenger charges are included in the ticket prices for passengers, and we issue invoices to each airline for these charges. We and the airlines involved in these collection agreements retain the right to terminate them with prior notice to the other party. If we or one of our airline customers were to cancel a collection agreement, we would need to implement our system to collect passenger charges directly from passengers. Setting up and operating such a collection system would incur additional costs, which could negatively impact our financial performance.

MBJA has contracts with 100% of the airlines operating at Montego Bay airport to collect passenger charges on its behalf. The collection of passenger charges by the airlines is explicitly mandated in the current operating agreements, requiring them to pay MBJA for regulated passenger charges.

All agreements with airlines and the International Air Transport Association (“IATA”), assigned or novated to PACKAL by the previous operator, are space license agreements. Each of these agreements includes a schedule of conditions outlining the policies for aeronautical operations, mandating that each airline collects all passenger and security charges from departing passengers on behalf of the airport and remits these charges to the airport operator. However, airlines operating at NMIA can refuse to collect passenger charges on behalf of the airport.

The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.

Like most airports, our operations heavily depend on third-party services, which include air traffic control authorities, airlines, and ground transportation providers. We also rely on government entities for essential services such as electricity, fuel supply for aircraft, air traffic control, and immigration and customs for international passengers. Disruptions or suspensions of taxi or bus services at our airports could negatively impact our operations. We are not responsible for and cannot control the quality or reliability of the services provided by these third parties. Any disruption or adverse consequences resulting from their services, including a work stoppage or similar event, could significantly affect our airport operations and financial performance.

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Furthermore, we depend on third-party providers for essential complementary services, including catering, baggage handling, and the operation of airport buses and passenger walkways. If these service providers were to cease operations at any of our airports, we would need to find alternative providers or take on these services ourselves. This situation would likely lead to increased capital expenditures or costs, adversely impacting our cash flow and overall financial results.

Legal claims and other actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations and security of these airports.

Some of our airports are located on lands the Mexican government expropriated under its power of eminent domain. Before their expropriation, these lands were held by groups of individuals through a system of communal land ownership known as ejido. Certain participants of these former ejidos have filed indemnity claims against the Mexican government, challenging the expropriation decrees. Please refer to “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara, and Puerto Vallarta airports.”

The Mexican government owns the land on which Guadalajara International Airport operates and has granted us the right to use that land for airport operations under our concession. Currently, squatters reside on or claim rights to a portion of this property, with at least one individual attempting to subdivide and sell parts of it. As the property owner, the Mexican government is responsible for initiating any actions to remove these individuals.

In addition to challenging the expropriation, some former participants from the Tampico ejido are currently occupying portions of the Tijuana International Airport property. While they are not currently interfering with airport operations, their presence could limit our ability to expand into the areas they occupy. There is also no guarantee that these former ejido participants will not attempt to disrupt the airport operations if their legal claims against the Mexican government remain unresolved, which may negatively impact our results.

Our Mexican concessions ensure our access to the land, and any interruptions to our operations by the ejidos are the responsibility of the Mexican government. Although the government is required to provide restitution for any economic losses resulting from disruptions in access to our airports, there can be no assurance that the former ejido participants will not seek to disrupt operations if their legal claims are not satisfactorily resolved. Furthermore, there is no guarantee that the legal proceedings will be resolved in our favor, which could negatively affect our results.

We may be liable for property tax claims asserted against us by certain Mexican municipalities.

We are facing ongoing property tax claims from certain municipal authorities regarding paying property taxes for specific properties associated with our airport operations. According to the law, the Mexican government, as the owner of the property on which our airports operate, would be responsible for paying these taxes directly if a court determines that payment is necessary. For a detailed discussion of these property tax proceedings, please refer to “Item 8, Financial Information – Legal Proceedings – Property tax claims by certain municipalities” for a complete discussion.

Furthermore, if the Mexican government alters the current laws or if we do not prevail in the aforementioned proceedings, these tax liabilities could negatively impact our financial condition and operational results.

The 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 related to carried forward tax losses and deductible temporary differences only when it is probable that there will be future taxable profits available against which these losses and the differences can be utilized. As of December 31st, 2024, our net deferred tax assets amount to approximately Ps.8.1 billion. The deferred tax assets are valued based on currently enacted tax rates and accounting standards; however, they may be subject to change due to future modifications in tax laws or the rules governing the computation of taxable profits and allowable losses. If we fail to generate sufficient future taxable profits, or if changes in tax laws or accounting standards, the estimated recoverable amount of our net deferred tax assets may decrease. Such a reduction could adversely affect our Consolidated Statement of Profit or Loss. For instance, the Miscellaneous Fiscal Resolution for 2024 was published in the Official Gazette of the Federation on December 29, 2023. This resolution modified certain articles affecting the amortization rights of concession assets during the concession period and shortened the timeframe for applying tax losses. These changes became effective on January 1, 2024, and remained in effect until December 31, 2024. For more information on deferred tax assets, please refer to Note 12 to our audited consolidated financial statements. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies – Deferred Tax Assets.”

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Events such as pandemics, epidemics, other catastrophes, extreme weather conditions, and natural or health-related disasters could negatively impact the Company’s operations and financial results.

The Company is exposed to risks arising from extraordinary events such as pandemics, epidemics, public health emergencies, and natural disasters including earthquakes, hurricanes, tropical storms, floods, fires, and other phenomena related to climate change. The Pacific and Central regions of Mexico and the island of Jamaica experience seasonal torrential rains and hurricanes, particularly between July and September, along with earthquakes. These extreme weather events can disrupt operations, damage the infrastructure necessary for our services, and adversely affect the destinations served by our airports. As a result, such occurrences could lead to a decrease in passenger traffic volume.

An increase in the frequency, severity, or duration of extreme weather events and natural disasters, potentially driven by climate change, could significantly affect the Company’s operating results, revenue outlook, and financial condition. Although airport facilities are insured against damage from natural disasters, accidents, and other similar events, the insurance policy does not cover losses resulting from interruption operations at airports in Mexico. Furthermore, in the event of a loss, there is no guarantee that the damages will not exceed the predetermined limits outlined in GAP’s insurance policies.

In the case of pandemics or health crises, mobility restrictions may be imposed, air travel demand may decline, and supply chains and staff availability may be affected, all of which could negatively impact the Company’s revenues, business continuity, and growth outlook.

Given that these events’ nature, magnitude, duration, and frequency are uncertain—and in some cases increasing due to climate change—the Company cannot fully predict or mitigate their impact. Consequently, any of these events could adversely affect GAP’s business, operating results, cash flows, and financial condition.

Risks Related to the Regulation of Our Business

We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.

A significant portion of our revenues are derived from government-regulated aeronautical fees charged to airlines and passengers in connection with the operation and use of our airport infrastructure. In 2022, 2023, and 2024, aeronautical services accounted for 63.3%, 58.0%, and 56.9%, respectively, of our total revenues, and 76.9%, 75.8%, and 71.4% of our combined aeronautical and non-aeronautical revenues. The governments of Mexico and Jamaica set the maximum rates for these charges, which are reviewed periodically. These regulations may limit our flexibility to operate, which could result in a material adverse effect on our business, results of operations, prospects, and financial condition. In addition, several regulations applicable to our operations that affect our profitability are authorized or established by the Mexican or Jamaican governments every five years. In the past, the Mexican government unilaterally amended the tariff base regulation before terminating the five-year period and may do so again. For a description of the latest Mexican tariff base regulation amendment effective as of October 19, 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.” We cannot assure you that the amendment to the tariff base regulation of October 2023 and any other amendment to the tariff base regulation that the Mexican government may implement in the future will not have a material adverse impact on our business, results of operation, and financial condition. Except under limited circumstances, we generally cannot unilaterally change the terms of our Master Development Programs and Capital Development Programs, including the amounts of any agreed commitments and the requirement to provide a public service established in our concessions, nor can we increase the maximum rates and regulated charges under these regulations should the passenger traffic or other underlying assumptions change during the applicable five-year term.

On October 4, 2023, the Mexican Federal Civil Aviation Agency, a decentralized agency of the Ministry of Infrastructure, Communications, and Transportation, decided unilaterally to amend the terms of the Rules for Tariff Regulation (Bases de Regulación Tarifaria) included in Annex 7 of our concessions. Such amendment was further modified on October 19, 2023. These new rules had immediate application, however, the Master Development Plan and the maximum Tariffs, approved in the last tariff review for the period 2020-2024, remained in place. The new Rules for Tariff Regulation have been applied to tariffs starting January 1, 2025. We cannot guarantee that the Mexican Federal Civil Aviation Agency or any other regulatory authority will refrain from further amending the terms of the rules for tariff regulation, which may potentially affect the maximum rates for each airport and result in a material adverse impact on our business operations, financial performance, and overall results.

Although the maximum regulated charges for our Mexican airports through December 2029 have been set, we cannot predict what our Master Development Programs and maximum rates will be for the following five-year term. When determining the maximum rates for the next five-year period, the Ministry of Infrastructure, Communications, and Transportation may be solicited by different entities, such as the Antitrust Commission and the carriers operating at our airports, to request them to lower our maximum rates, which could have an adverse effect on our profitability, financial condition and results of operation. We also cannot provide assurance that regulatory agencies or the Mexican legislature will not impose regulations adverse to our operations in the future or that the laws and regulations governing our business, including the Master Development Programs, the tariff base regulation, the maximum rate-setting process, and the Mexican Airport Law, will not change in the

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future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For a discussion of the regulatory provisions applicable to our business in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

Similarly, there are limited precedents that would allow us to predict the impact of the laws, regulations, and instruments that regulate our business in Jamaica. Therefore, we cannot assure that our Jamaican airports will not encounter difficulties complying with these laws, regulations, and instruments. In addition, although the concession agreements for our Jamaican airports and Jamaican law establish ranges of sanctions that might be imposed should our Jamaican airports fail to comply with the terms of the concession, other Jamaican applicable laws, and its regulations, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges.

Although the maximum regulated charges have been set for our Jamaican airports through December 2029, we cannot predict the maximum regulated charges the Jamaican government will establish for the next five-year period. We also cannot assure that regulatory agencies or the Jamaican legislature will not impose regulations adverse to our Jamaican airports’ operations in the future or that the laws and regulations governing our business in Jamaica, including the Jamaican Civil Aviation and Airports Authority Acts, the maximum charges and the process for setting maximum regulated charges, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For a discussion of the regulatory provisions applicable to our business in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Sources of Jamaican Regulation.”

We cannot predict how the laws and regulations governing our business will be applied.

We are subject to several laws and regulations, including the terms of our concessions and the oversight of various regulatory authorities. Failure to comply with the terms of our concessions, the Mexican Airport Law and its regulations, other laws applicable to us, and directives issued by an administrative agency or government authority may result in a range of sanctions. We cannot predict the specific sanctions that could be imposed on us for violations of our applicable regulations, and it may be difficult to ensure compliance. In addition, we cannot assure you that the price regulation framework applicable to our operations will not be amended in the future to impose further restrictions on our operations or to regulate additional sources of revenue.

On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law (Ley Federal de Derechos). The amendments included the increase in the fee paid by airport concessionaires to the federal government from 5% to 9%, effective as of January 1, 2024. The excess concession tax payments related to aeronautical activities made during 2024 were incorporated as an addition to the reference value in the 2025-2029 ordinary review.

Additionally, on May 3, 2023, the Mexican Civil Aviation and the Airports Law were amended. The amendments to such laws include, among others, the (i) reduction from three to two for the number of final administrative sanctions applied by the aeronautical authority for non-compliance with the law or the concession title within a 10-year period that would result in a cause of revocation of the concession; (ii) change in the administrative nature of AFAC from regulatory agency to decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications and Transportation; (iii) enhancement of the regulatory and supervisory capabilities of the AFAC over civil aviation matters (which was previously assigned to the Secretary of Infrastructure, Communications and Transportation), including in the issuance of technical and administrative regulations applicable to the regulatory framework; and (iv) establishment of the applicable sanctions for concessionaires not complying with flight schedules and timetables or any other requirements set forth in the bill. We cannot assure you that such changes will not affect our operations, results, and competitiveness in the Mexican market.

Likewise, the Mexican government could implement further significant changes in laws, policies, and regulations, which could affect the economic and political situation in Mexico. On February 2, 2023, Mexico’s President issued a presidential decree pursuant to which all cargo and freight flights departing from the Mexico City International Airport would be relocated to depart from the AIFA airport. On July 7, 2023, the SICT published in the Official Gazette of the Federation that cargo airlines operating at the Mexico City International Airport had to move their operations to another terminal by September 1, 2023. While we do not believe these legislative reforms will negatively impact in the short term, we cannot predict how these regulatory changes will affect our business, financial condition, results of operations, cash flows, prospects, and/ or the market price of our ADSs.

The regulations under which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that we may collect at our Jamaican airports are established do not guarantee that we or any of our airports will be profitable.

The regulations governing our aeronautical activities set an annual maximum rate for each airport in Mexico. This rate represents the highest revenue we can earn per workload unit at each airport from services subject to price regulation. Our concessions in Mexico specify that these maximum rates will be periodically adjusted for inflation based on the Mexican Producer Price Index (Índice Nacional de Precios al Productor, or “Mexican PPI”), excluding petroleum. While we have the right to request additional adjustments to these maximum rates under certain circumstances, including changes to specific provisions of Mexican laws and regulations affecting our business, our concessions stipulate that such requests will only be approved if the SICT confirms that certain specified events have occurred. The detailed conditions for

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requesting an adjustment are outlined in “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Special Adjustments to Maximum Rates.” Therefore, we cannot guarantee that any requests for adjustments will be made or granted. For further details about the framework for establishing our maximum rates in Mexico and their application, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.”

In Jamaica, the Airports (Economic Regulation) Act 2002 requires the Jamaica Civil Aviation Authority, or “JCAA,” to review and adjust the maximum amounts that airport operators may charge every five years. Specifically, both MBJA and NMIA are required to submit proposals to the JCAA for increases in maximum revenues per passenger (revenue yield cap per passenger), supported by five-year estimates of traffic growth, operating costs, and investments, including capital expenditures for projects and improvements outlined in their concession agreements for Jamaican airports. For MBJA, this is referred to as the “Capital Development Program,” while for NMIA, it is called the “Capital Works.” Together, these are known as “Capital Development Programs.” After reviewing these estimates, the JCAA will determine the maximum revenue per passenger for each year of the following five-year period. Under the concession agreements with the Airports Authority of Jamaica (AAJ), if the JCAA approves a new maximum charge, MBJA and NMIA are obligated to carry out the estimated capital expenditures outlined in their Capital Development Programs. For more details on how MBJA’s and NMIA’s regulated charges are determined in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”

While our Jamaican airports have commitments under their respective concession agreements to comply with the requirements for a Capital Development Program, we cannot guarantee that AAJ will find any proposed Capital Development Program meets the necessary criteria established in these agreements. Additionally, we cannot guarantee that AAJ will not require our Jamaican airports to undertake further capital expenditures.

Based on the terms of our concessions, there is no assurance that our consolidated results of operations or those of any airport will be profitable.

Our business is dependent on international regulations affecting airlines.

Airline regulations established by international organizations or regulatory agencies in other countries can impact our operations, revenues, and overall results.

For instance, on May 25, 2021, the U.S. Federal Aviation Administration (“FAA”) announced that it had assessed the Federal Civil Aviation Agency and found it to be non-compliant with the international safety standards set by the International Civil Aviation Organization (“ICAO”). Consequently, Mexico’s aviation safety rating was downgraded from “Category 1” to “Category 2.”

Due to this downgrade under FAA regulations, Mexican airlines were prohibited from expanding or modifying their existing operations between the United States and Mexico, except in limited circumstances. Additionally, code-sharing agreements between Mexican and U.S. airlines were suspended, and operations by Mexican airlines flying to the United States faced increased oversight from the FAA. However, as of September 14, 2023, the FAA restored Mexico’s aviation safety rating to the highest level after more than two years of collaboration between the civil aviation authorities of both countries.

We cannot guarantee that Mexico’s aviation safety rating will not be downgraded again, which could adversely affect our business and operational outcomes. In 2022, 2023, and 2024, 35.2%, 37.2%, and 41.6% of the passengers traveling through our Mexican airports used flights to or from the United States operated by Mexican airlines, respectively.

Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates in Mexico.

Our maximum rates in Mexico are subject to annual efficiency adjustments determined by the SICT designed to reduce maximum rates each year to reflect projected efficiency improvements. For the five-year terms ending in 2019 and 2024, the SICT established an annual efficiency adjustment factor of 0.7%, while for 2025-2029, the annual efficiency adjustment factor was set at 0.8%. Future annual efficiency adjustments will be determined by the SICT when setting the maximum rates for each Mexican airport every five years. For more details on these efficiency adjustments, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Methodology for Determining Future Maximum Rates.” We cannot guarantee that we will achieve enough efficiency improvements to maintain or increase our income from operations due to the progressive decrease in each of our Mexican airport’s maximum rates.

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We could be subject to sanctions if we exceed the maximum rate at any Mexican airport at the end of any year.

Historically, we have set the prices for aeronautical services at each Mexican airport to be as close as possible to the authorized maximum rate for that airport each year. We intend to continue this pricing strategy in the future. For instance, in 2022, 2023, and 2024, our revenues subject to maximum rate regulation represented 96.1%, 96.0%, and 92.5% of the total permissible amounts under the established maximum rates. However, we cannot guarantee that we will be able to reach the maximum tariff in the future. This limitation could prevent us from collecting nearly all the revenue we are entitled to from services subject to price regulation.

The specific tariffs we charge for aeronautical services depend on several factors, including projections of passenger traffic volumes, the Mexican PPI, excluding petroleum, and the peso exchange rate in relation to the U.S. dollar. These variables are beyond our control. If our projections differ from actual data, we may exceed the maximum rate at one or more airports during any given year.

In previous years, to ensure compliance with the maximum rate whenever there was a risk of exceeding it, we have taken actions at the end of the year, such as reducing our specific tariffs and offering discounts. However, we cannot assure that we will have sufficient time to take these actions if external factors threaten to push us above our maximum rates near the end of any given year.

If we exceed the maximum rate at any Mexican airport by the end of a year, the SICT may impose a fine and reduce the maximum rate for that airport in the following year. Sanctions for violations of certain terms of our concession, including exceeding an airport’s maximum rate, could potentially lead to the termination of the concession if the relevant term is violated and sanctions are imposed twice for the same reason within a ten-year period. If any of our Mexican airport concessions are terminated, it may also result in the termination of our other Mexican airport concessions.

The Mexican government may terminate or re-acquire our Mexican concessions under various circumstances, some of which are beyond our control.

Our concessions are our principal assets, and we would be unable to continue operations without them. The Mexican government has the authority to revoke a concession for specific reasons, including failure to comply with our Master Development Programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from our operations, exceeding our maximum rates, or failing to comply with any other material term of our Mexican concessions. Notably, violations of certain concession terms, including exceeding allowable maximum rates, can result in revocation of a concession only if sanctions have been imposed for violations of the same relevant term at least two times in a ten-year period. However, violations of other terms can result in immediate termination of the concession. Furthermore, our Mexican concessions may also be terminated in the event of our bankruptcy or insolvency.

We would face similar sanctions for violations of the Mexican Airport Law or the regulations thereunder. Under applicable Mexican law and the terms of our Mexican concessions, they may also be subject to additional conditions, including under our renewed Master Development Programs, which we may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions, or the termination of the concessions.

Additionally, the Mexican government may revoke one or more of our concessions at any time if it determines that doing so is in the public interest, in accordance with Mexican law. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Revocation of Concessions.” The government may also assume control of any airport in the event of war, public disturbances, or national security threats. In cases of force majuere, the government might require us to implement certain changes to our operations. If public domain assets related to our concessions are reverted, the Mexican government is obliged by law to compensate us for their value or any additional costs based on an audit performed by appraisers. In the case of a mandated change in our operations, the Mexican government is required to compensate us for the cost of that change. Similarly, if the government assumes our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages. However, there can be no assurance that we will receive compensation equivalent to our investment or any additional damages related to our concessions and related assets in such cases.

If any of our airport’s concessions in Mexico are terminated, whether through revocation or otherwise, it could lead to the termination of our other concessions as well. Therefore, the loss of any single concession would have a material adverse effect on our business and the results of operations.

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The Jamaican government may terminate or re-acquire the concessions held by our Jamaican airports under various circumstances, some of which are beyond our control.

Our Jamaican airport concessions are our main assets in the country, and we would not be able to continue operations at our Jamaican airports without them. As the owner of the concession assets, the AAJ has the right, under certain circumstances, to remove us from all or part of our Jamaican airport locations or to take over the operation and management of the airports or the provision of airport services. The AAJ may step into the public domain assets that are the subject of the Jamaican airport concessions for as long as may be required if it determines that we are in breach of the concession agreements to prevent material disruptions in service at the airports or in cases of national emergency. Upon such a step-in by the AAJ, the AAJ must account to us for any revenues collected at the airports during the step-in period. Where the AAJ steps into the public domain assets that are the subject of the airport concession pursuant to any uncured event of default or to prevent material disruptions in service, we are required to bear all costs (except consequential losses) and expenses associated with the AAJ’s exercise of its step-in rights. There can be no assurance that we will receive compensation equivalent to the value of our investment or any additional damage related to our concessions and related assets in the event of such action.

Following notice and good-faith consultations to avoid such a result, the AAJ may terminate the concession agreement upon an event of default on our part. Regardless of the cause for termination, a termination fee is due to us upon termination or revocation of the concession. However, the concession agreements limit the AAJ’s liability to such a termination fee. If the AAJ terminates the concession with or without cause, there can be no assurance that the loss of the airport concession will not have a material adverse effect on our business and the results of operations.

See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.” See “Item 4, Information on the Company – Regulatory Framework – The Kingston Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”

The Mexican and Jamaican governments could grant new concessions that compete with our airports.

The Mexican and Jamaican governments could grant additional concessions to operate existing government-managed airports, authorize the construction of new airports, or allow existing privately held domestic airports to change into international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.

One factor that may significantly increase competition from other airports is expanding the permits of existing private airports that are currently not permitted to operate regular commercial routes. Under Mexican law, any privately held airport with a permit to provide public service for at least five years automatically acquires the right to operate regularly scheduled commercial flights and to receive a concession to operate as a public service airport. In addition, through an amendment proposed by the SICT and confirmed by the Presidency, an airport operating with a permit to provide public service could become an international airport.

Any competition from such additional airports could have a material adverse effect on our business and the results of operations. Under certain circumstances, the grant of a concession for a new or existing airport could be made pursuant to a public bidding process. If a competing concession is offered in a public bidding process, we cannot provide assurance that we would participate in such process or that we would be successful if we were to participate. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Grants of New Mexican Concessions” and “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”

During the fourth quarter of 2023 and the first quarter of 2024, the SICT awarded several airport concessions to state-owned companies in which the Mexican military holds the majority interest either through the Ministry of National Defense (Secretaria de la Defensa Nacional) or the Ministry of the Navy (Secretaria de Marina). Such assignments include the rights to manage, operate, use, and build airports in the states of Sonora, Nuevo León, Tamaulipas, San Luis Potosí, Michoacán, Puebla, Oaxaca, Chiapas, Campeche and Quintana Roo.As a consequence of these recent awards, Mexico’s military has now consolidated its presence as an airport operator which, as of the date of this report, oversees 20 airports across Mexico, including Mexico City International Airport and the Felipe Angeles International Airport, according to press releases made by the Ministry of National Defense and the Ministry of the Navy. Any competition from such airports could have a material adverse effect on our business, results of operations, prospects, and financial condition.

Under certain circumstances, concessions for airport operations are awarded through a public bidding process. If a competing concession is offered in a public bidding process, we cannot assure you that we will participate in such a bidding process or that, if we do, we will be awarded the concession.

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The SICT could require us to monitor certain aircraft movements at our Mexican airports that we do 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,” a government agency responsible for air traffic control and air navigation services, may require us to monitor and control certain aircraft movements, which are not currently part of our operations at our Mexican airports, leading to increased costs for us. SENEAM requires us to manage and control aircraft movements in and out of our arrival and departure gates and remote boarding locations at our Guadalajara, Tijuana, Los Cabos, and Puerto Vallarta airports. At our other Mexican airports, these aircraft movements are monitored by SENEAM. Should SENEAM require us to control, or if we, for efficiency purposes, request to control, these aircraft movements directly at any or all of our other Mexican airports in the future, our results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations.

Changes to Mexican tax laws, regulations, and decrees applicable to us could have a material adverse impact on our results of operations.

In recent years, the Mexican government has changed the tax laws applicable to Mexican companies, including us. The terms of our concessions do not exempt us from any changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in significantly higher income tax applicable to us, we would be required to pay higher amounts, which could materially and adversely impact our results of operations. In addition, changes to the Mexican constitution or any other Mexican laws could have a material adverse i

On October 23, 2019, NOM-035-STPS-2018 became effective. This Mexican Official Norm (Norma Oficial Mexicana) seeks to identify and prevent psychosocial risk factors in the workplace and promote a favorable work environment. While we have complied with the NOM provisions, we cannot predict whether our employees will eventually claim we violated any of the provisions under the NOM. Any claims against us filed by our employees may lead to higher labor costs, which could have a negative impact on our operations.

On April 23, 2021, the Mexican government published a decree according to which several amendments were made to the Federal Labor Law, Income Tax Law, Value Added Tax Law (the “2021 Labor Reform”), among others, to prohibit outsourcing of personnel, limit contracting and to amend profit-sharing rules. The amendments became effective April 24, 2021, except for certain legal provisions that became effective August 1, 2021. Among the most important amendments made were: (i) prohibition of outsourcing of personnel; however, 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 of the company receiving the services; (ii) joint and several liabilities of companies hiring specialized services with a contractor who fails to comply with its labor obligations; (iii) companies that provide specialized services will require to be registered with the Ministry of Labor and Social Welfare (STPS); (iv) increase in fines for violation of the rules; and (v) payments related to contracting of personnel will not be deductible for income tax purposes, and the value-added tax corresponding to these payments will not be creditable. To comply with the new regulations, we transferred certain employees to our airport subsidiaries, terminated certain third-party contracting services, and ensured that our remaining contracted service providers complied with the new regulation. None of these regulatory amendments nor the actions we took in response thereto had any material impact on our results of operations or our financial condition. We do not expect any material impacts in the future. As a result, we were required to restructure how certain services were provided across our airport operating subsidiaries by our employee service companies. See “Item 4, Information on the Company – History and Development of the Company – Non-Airport Subsidiaries.” Although we believe the steps taken to restructure our operations put us in compliance with the 2021 Labor Reform, we cannot assure that a review by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) would not require additional changes to our operations.

On January 11, 2021, the Mexican government published reforms to Article 311 of Mexican Federal Labor Law and NOM-037-STPS-2023, regulating remote working conditions. As a result of these reforms, employees who 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 set forth new obligations for employers. For example, employers must now provide employees with the necessary tools and services to fulfill their jobs. This reform became effective as of January 12, 2021.

On March 28, 2023, the Mexican President submitted to the Mexican Congress an initiative to reform several federal laws, including the Federal Law of Contentious Administrative Procedure (Ley Federal de Procedimiento Contencioso Administrativo), the Organic Law of the Federal Court of Administrative Justice (Ley Orgánica del Tribunal Federal de Justicia Administrativa), the Federal Law of Administrative Procedures (Ley Federal de Procedimiento Administrativo), the Public Sector Acquisitions, Leasing and Services Law (Ley de Adquisiciones, Arrendamientos y Servicios del Sector Público), the Public Works and Related Services Law (Ley de Obras Públicas y Servicios Relacionados con las Mismas), the Expropriation Federal Law (Ley de Expropiación) and the Federal Law of Patrimonial Responsibility of the State (Ley Federal de Responsabilidad Patrimonial del Estado). The initiative provides, among other things, additional grounds for the Mexican government to revoke concessions and permits, as well as a mechanism to expedite the expropriation of private property by the state. It is uncertain whether the Mexican Congress will approve this bill and, if approved, the impact it could have on the Mexican economy and our business. We cannot assure you that this will not adversely affect our business or operations and financial conditions.

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For fiscal year 2025, amendments to the Mexican Federal Labor Law may be discussed, as there are pending initiatives in Congress aimed at increasing employee benefits. These include proposals to raise the number of days of Christmas bonus (aguinaldo) from 15 to 30 days, reduce the maximum weekly work hours from 48 to 40 hours, extend paternity leave, and increase severance payments for seniority (prima de antigüedad). We are unable to predict which initiatives will be discussed and approved or whether they will have a material impact on our operations or financial condition.

For more detailed information on current regulation sources governing airports’ operation in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

If we fail to fulfill the requirements of our Master Development Programs or our Capital Development Programs, our airports could suffer specific negative consequences, including termination of their respective concessions.

Historically, our capital expenditure commitments under our Master Development Programs have been determined by the Mexican PPI’s construction price index. Using this index, we aim to stay as close as possible to our five-year period capital expenditure commitments at any time. We expect to continue this capital expenditure control strategy in the future. As a result of this strategy, our capital expenditure during 2022, 2023, and 2024 was 100.5%, 107.8%, and 115.3% of our capital expenditure commitments under our Master Development Programs, respectively. However, there is no guarantee that our capital expenditure control strategy will be sufficiently precise, and we may fall short of commitments. If SICT determines that we are not meeting our committed investments during the annual review of maximum tariff compliance, the government may impose fines and reduce the maximum rate for that airport in the following year. Non-compliance with committed investments could also result in the termination of the concession if the relevant term has been violated and sanctions have been imposed at least two times for the same cause. If any of our Mexican concessions is terminated, our other concessions may also be terminated.

In prior years, to ensure compliance with our Master Development Programs, we have taken actions in the latter part of the year, such as increasing the amount or pace of certain construction projects. However, we cannot assure that should external factors put our investment levels at risk, we will have enough time to take corrective actions to remain compliant with our Master Development Programs. For details on the latest Mexican tariff base regulation amendment, effective October 19, 2023, please refer to“Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

Under their concession agreements, our Jamaican airports are required to execute capital expenditures to meet Capital Development Program requirements by specific deadlines. Additionally, our Jamaican airports are responsible for maintaining tangible concession assets as stipulated in the concession agreements, which include capital investment projects and improvements to these assets. If either MBJA or NMIA fails to comply with the terms and conditions of their concession agreements, they could be deemed in default and face liquidated damages. Furthermore, if they do not remedy the breach within the applicable grace period, they could incur additional negative consequences, including the termination of their concession.

Our operating results could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA or if MBJA does not receive approval for the use of these funds to offset costs associated with capital investments at Montego Bay airport.

The Airports (Economic Regulation) Act and related agreements require airlines operating at Jamaican airports to collect an Airport Improvement Fee (“AIF”) from international passengers before they embark. These fees must be deposited monthly into a trust account controlled by the Jamaican Ministry of Transport and Mining (“MTM”). With MTM’s approval, the Jamaican airports can use these funds for additional capital investments not included in their respective Capital Development Programs and cover interest expenses related to financing those investments. In return for the right to use the AIF funds, the Jamaican airports are required to commit to specific additional capital investments.

The MTM renewed its approval for collecting AIF funds at Montego Bay airport on February 25, 2015, for the period ending April 11, 2030, unless otherwise revoked. However, since MTM’s previous approval of MBJA’s use of AIF funds pertains only to specified capital investments in projects already completed, MBJA is currently not authorized to use any AIF funds collected after April 11, 2015.

Moreover, if MBJA’s passenger traffic projections exceed the actual traffic observed at Montego Bay airport, the AIF collected may not be sufficient to finance all capital projects approved by the MTM and their financial cost. We cannot assure that Montego Bay airport will achieve the passenger traffic required to recover MBJA’s committed capital investments in exchange for the use of the AIF funds.

Currently, an Implementation Letter between AAJ and MBJA indemnifies MBJA for any funds advanced towards the approved capital projects funded by the AIF, thus eliminating MBJA’s financial exposure. MBJA and AAJ are finalizing the new Airport Expansion Fund Agreement to provide MBJA with direct access to the AIF Funds. This will also include the Third Concession Amendment Agreement to incorporate Phase 3 Runway Extension Works and the Runway End Safety Areas installation as part of a Concessionaire Project.

This does not apply to NMIA, as the AIF funds will solely be used by the government through the AAJ. Consequently, NMIA will not benefit from the collection of these funds.

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See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”

Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders regarding our environmental, social, and governance (ESG) practices may impose additional costs on us or expose us to new risks.

The level of environmental regulation is rising in Mexico, the United States, and other countries, and the enforcement of these laws has become more frequent. For example, a new carbon dioxide (“CO2”) market began operating in Mexico in 2018. This market requires industries that exceed a certain level of CO2 emissions to pay for the rights to those excess emissions. Since 2015, companies affected by this legislation have been required to report their global emissions to the Mexican Emissions Registry (Registro Nacional de Emisiones) every three years. We are subject to this legislation and have submitted our emissions reports annually since 2015. Additionally, we conduct verification every three years by authorized Verification Units, as mandated by law.

Furthermore, revised water quality standards were authorized in 2021, taking effect in 2023. These standards require us to expand and upgrade our wastewater treatment plants to meet the new requirements. On March 6, 2024, the SEC adopted final rules aimed at enhancing and standardizing climate-related disclosures, requiring registrants to provide specific climate-related information in their annual reports. These final rules face potential challenges in the U.S., and the outcome of ongoing litigation is uncertain. If the rules are implemented, we will be required to provide enhanced climate-related disclosures.

On June 26, 2023, the International Sustainability Standards Board (ISSB) of the IFRS Foundation issued two sustainability standards, IFRS S1 and IFRS S2, which require entities to disclose information on sustainability-related and climate-related risks and opportunities, respectively. In Mexico, the CNBV proposed significant changes to local ESG-related regulations, particularly through amendments to the Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a Otros Participantes del Mercado de Valores, known as the Circular Única de Emisoras (CUE). The CUE now requires issuers to prepare a sustainability report following ISSB standards. These amendments to the CUE entered into force on January 29, 2025. They established a phased implementation period under which issuers must adopt IFRS S1 and S2, starting with their 2026 reports for the 2025 fiscal year. While external assurance by auditors will not be required for the 2026 reports covering the 2025 fiscal year, limited external assurance will be mandatory for the 2027 reports covering the 2026 fiscal year, and reasonable external assurance will be required for the 2028 reports covering the 2027 fiscal year.

Compliance with these new regulations, or similar ones imposed in other countries where we operate, may necessitate significant additional compliance costs. This includes implementing new internal controls, processes, and procedures for matters that have not previously required oversight. Additionally, the management and board of directors may face increased obligations. Any changes to or enforcement of these regulations, perceived failure to comply, or the introduction of new regulations could result in lawsuits, penalties, fines, operational restrictions, or further compliance requirements, potentially adversely affecting our business, results of operations, and reputation. We may also encounter overlapping and potentially conflicting ESG disclosure requirements across multiple jurisdictions. Moreover, many of our suppliers and others in our value chain may be subject to similar expectations, which could create additional risks, some of which may not be known to us. For more information on environmental regulation, see “Item 4, Information on the Company – Regulatory Framework – Mexican Environmental Regulation.”

Additionally, we establish and publicly announce goals relating to our environmental, social, and governance commitments. A failure, or perceived failure, to meet these goals or comply with regulatory requirements, investor expectations, or stakeholder standards could negatively impact our business. Moreover, our ESG initiatives may not achieve their intended outcomes for various reasons, including our inability to realize the expected benefits or successfully implement new strategies, which could further harm our business.

Risks Related to Our Strategic Shareholder

AMP, our strategic shareholder, has a significant influence over our operations, and AMP’s interests may differ from those of other shareholders.

AMP holds Series BB shares, representing 15% of our total capital stock. The BB Series shares have certain special rights that allow AMP to exercise significant influence over our operations. Through its right to appoint and remove members of our senior management, AMP participates in the decision-making process of our management in areas such as business strategy, operations, financing, acquisitions, and dispositions of assets or business.

Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our top-level executive officers (upon consultation with our Nominations and Compensation Committee), to elect four members of our board of directors and their alternates and to designate three members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members). Audit Committee members are selected according to Mexican and U.S. independence standards. Certain matters require the favorable vote of the majority of the Series “BB” shares (including the approval of our financial statements, increases or decreases in our capital stock, the payment of dividends, the amendment of our bylaws, and any decision that has the objective to modify or annul its right to appoint our top-level executive officers). These rights are not conditioned on whether the technical assistance agreement and the participation agreement remain in force. Pursuant to our bylaws, if at any time AMP (as the holder of our Series

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BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights. Shareholders of AMP have allocated among themselves certain veto rights relating to the exercise of its veto and other rights, which increases the risk of the impasse at AMP shareholders’ meetings and, ultimately, at our shareholders’ meetings. Differences in points of view among AMP’s shareholders with respect to our management could affect our results of operations. The interests of AMP may differ from those of our other shareholders.

Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.

On November 19, 2014, Controladora Mexicana de Aeropuertos, S.A. de C.V. (“CMA”) became 66.66% owner of the capital stock of AMP. As a result of this transaction, CMA agreed that the minority shareholders’ consent is required with respect to certain significant actions or decisions. See “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”

In the past, there have been some disputes among AMP’s shareholders. If disputes among AMP’s shareholders were to occur in the future, it is not possible to predict if they would result in a deadlock at our shareholders’ meetings or distract our management or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations. In addition, AMP’s veto, appointment, and other rights could adversely impact our operations and constitute an obstacle for us in bringing in a new strategic shareholder and/or operator.

If AMP should decide to sell all or a portion of its interest in us, our operations could be adversely affected.

AMP currently has a significant influence on our management, as described above. AMP can sell nearly all of its shares. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Should AMP divest its interest in us or cease to hold Series BB shares, our management could change. As a result, our operations could be adversely and significantly affected.

Our operations could be adversely affected if the technical assistance agreement is not renewed with AMP.

AMP provides services through the technical assistance agreement, through which AMP provides our airports with expertise in operating in the aeronautical sector and strategic planning guidance to increase aeronautical and non - aeronautical revenues, in addition to knowledge of the Mexican government and business sectors and assistance with the negotiation of our Master Development Programs. Therefore, if either we or AMP decide not to renew the technical assistance agreement, it would require time and potentially higher costs for us to replace AMP’s strategic expertise through contracts with new external advisors. Apart from the possible higher costs, the need to replace AMP could impact on our business strategy and ongoing projects, such as the successful negotiation of tariffs, investments, and other elements of our Master Development Programs. As a result, our results of operations could be negatively affected. For more detailed information on the technical assistance agreement with AMP, see “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”

Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.

Pursuant to the guidelines published by the Mexican government during the first phase of our privatization and the participation agreement setting forth the rights and obligations of each party involved in our privatization, AMP assumed certain rights and responsibilities.

Although we believe AMP satisfies all its requirements under the privatization guidelines and the participation agreement, there can be no assurance that allegations or official inquiries relating to AMP’s compliance with its obligations under those requirements will not take place. In the event of future inquiries or an official finding that AMP is or was not in compliance with the requirements of the privatization guidelines or the participation agreement, AMP could be subject to fines, and the technical assistance agreement between us and AMP could be terminated, which could have a material effect on our operations. In addition, there can be no assurance that any such developments will not result in a material decrease in the market value of our shares, ADSs, or their liquidity.

Disputes with or among our shareholders or challenges to certain provisions of our bylaws may affect our operations.

In the past, there have been disputes with certain shareholders primarily regarding certain shareholding limitations outlined in our bylaws. See — “The Company’s bylaws can discourage acquisitions and depress the market for our shares.” These disputes have led challenging shareholders to commence legal proceedings seeking (i) to modify our bylaws to eliminate the foregoing shareholding limitations and (ii) to terminate AMP’s special rights that stem from AMP’s ownership of our Series BB shares. Although the Mexican Supreme Court has upheld the validity of these provisions of our bylaws, we cannot guarantee that future challenges to our bylaws will not emerge. If disputes with certain of our shareholders were to occur in the future, it is not possible to predict if they would distract our management or result in a deadlock at our shareholders’ meetings or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations.

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Risks Related to Mexico

Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments and security concerns in Mexico could adversely affect our business and results of operations.

In 2022, 2023, and 2024, domestic terminal passengers represented approximately 57.2%, 57.3%, and 55.4% of the passenger traffic volume in our airports. In addition, a significant portion of our assets and operations are located and conducted in Mexico. Accordingly, our financial condition and results of operations are substantially dependent on the prevailing economic conditions in Mexico. As a result, our business, financial condition, and results of operations could be adversely affected by the Mexican economy’s general condition, by the depreciation of the Mexican peso, by inflation and high interest rates in Mexico, or by political, social, and economic developments in Mexico. Declines in growth, high inflation rates, and high interest rates in Mexico generally adversely affect our operations. If inflation in Mexico increases while economic growth slows, our business, results of operations and financial condition will be affected. The Mexican government may adopt policies, changes in law, and drastic measures to attempt to control and reduce inflation, such as price controls and restriction product offerings, which may significantly affect Mexican private businesses, supply chains, and, ultimately, our margins. In addition, high interest rates and economic instability could increase our financing costs.

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 contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates. We cannot assume that such conditions will not return or will not adversely affect our business, financial condition, or results of operations.

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 impact Mexico’s GDP growth and other macroeconomic conditions. The Mexican economy achieved accurate GDP growth rates of 1.2%, 3.1%, and 3.1% in 2024, 2023, and 2022, respectively, and is estimated to increase by 1.4% in 2025, according to the World Economic Outlook published by the International Monetary Fund in January 2025.

In recent years, Mexico’s sovereign debt rating was subject to downward revisions and negative outlooks from major rating agencies as a result of such agencies’ assessment of the overall financial capacity of the government of Mexico to pay its obligations and its ability to meet its financial commitments as they become due. Factors influencing such rating have historically included, among others, concerns about public spending pressure, election cycles, trade tensions, the ability of the Mexican state oil company (Petróleos Mexicanos, or “PEMEX”) to meet its obligations, and the Mexican government’s support of PEMEX and the general macroeconomic outlook, and more recently, the constitutional overhaul risks undermining the checks and balances of the country’s judicial system. We cannot ensure that the rating agencies will not announce additional downgrades of Mexico and/or PEMEX in the future. These downgrades could adversely affect the Mexican economy and, consequently, our business, financial condition, and results of operations. If the Mexican economy experiences a deterioration in GDP growth or of economic conditions such as inflation, interest rate increases, or downgrade of sovereign debt, among other factors, the activities, financial situation, cash flows, and/or our results of operations could be adversely and significantly affected.

During 2024, average reference interest rates in Mexico decreased by 40 basis points compared to 2023. The annualized interest rates on 28‑day short‑term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 7.7%, 11.1% and 10.7% for 2022, 2023, and 2024, respectively. As of December 31, 2024, 41.4% of our long-term debt has interest payments at a variable rate, all of which are indexed to the 28-day TIIE reference rate, which highly exposes us to risk due to fluctuations in market interest rates.

If inflation or interest rates increase significantly or if the Mexican economy is otherwise further adversely impacted, our 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 our business, results of operations, prospects, and financial condition.

In addition, Mexico has experienced periods of increasing criminal activity and violence and increased homicide rates, primarily due to organized crime. This poses a risk to our business and might negatively impact business continuity. An increase in crime rates could negatively affect our sales and passenger traffic, increase our security expenses, affect our hours of operation, and result in higher personnel turnover or damage to the perception of our brands. Furthermore, as consumer behaviors adapt to the heightened perceived and actual security threats, people may become increasingly reluctant to travel across Mexico. This shift could impact foreign direct investment, affecting our business and financial performance. The heightened security concerns may deter potential investors, affecting not only our direct operations but also the broader investment landscape in the region.

Political developments and constitutional reforms in Mexico could have an adverse effect on our business, results of operations, or financial condition.

Political instability has been a determining factor in business investment and economic conditions in Mexico. Our financial condition and results of operation may be adversely affected by changes in laws, public policies, and/or regulations or the use of public referendums (consultas populares) to the extent that such changes affect the nation’s economic policies, growth, stability, outlook, or regulatory

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environment. Political disagreements between the executive, legislative, and judicial branches may result in a standstill, delaying the implementation of critical political and economic reforms. In addition, any actions taken by the administration may lead to riots, protests, and looting that could adversely affect our operations.

Political events in Mexico may significantly affect our business operations. In June 2024, Mexico held presidential, federal, and local elections. The first woman in the history of Mexico won the presidency, and her party won a qualified majority in both the Senate and the House of Representatives, as well as most local elections. This political majority grants the new Mexican Administration enough authority to enact changes to the Mexican Constitution, laws, policies, and regulations. According to recent constitutional amendments, Mexican presidents, who were previously limited to one six-year term, are now also subject to a public vote of no confidence (revocación de mandato) in the third year of their term, which could lead to their removal. Any revocation of a president’s mandate and subsequent elections could create political instability, which may significantly adversely affect investor confidence in Mexico, the Mexican economy, exchange rates, and trade, which could, in turn, adversely impact our business.

The Mexican government has increasingly enacted significant changes to policies and regulations. During the previous administration, several actions, such as the cancellation of public and private projects following public referendums, most notably the cancellation of the new Mexico City airport, significantly undermined investor confidence, prompting a downgrade of Mexico’s sovereign rating. It is generally expected that the current administration will continue the predecessor’s political and economic agenda and that the Mexican federal government will increasingly make significant changes to policies, laws, and regulations, including amendments to the Mexican Constitution that have raised concerns about judicial independence and the rule of law in Mexico.

The current Mexican Administration has approved wide-ranging constitutional reforms. As of the date of this filing, adopted reforms include (i) significant modifications to the Mexican judicial system, (ii) the elimination of autonomous governmental bodies, such as the National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos), the Energy Regulatory Commission (Comisión Reguladora de Energía, or “CRE”), and the Federal Antitrust Commission (Comisión Federal de Competencia Económica, or “COFECE”), (iii) the reform of the constitutional supremacy, which limits the judicial system’s faculties to review, challenge and ultimately invalidate constitutional reforms. Such reform potentially allows the ruling party to approve constitutional reform proposals without the support of opposition lawmakers and any judicial challenge towards its invalidation.

We cannot predict the nature, timing or scope of any future legal or constitutional reforms or whether they will be enacted. However, further measures that challenge the autonomy of governmental institutions or the judicial system’s independence could negatively impact the Mexican economy and undermine’s investor confidence. Any changes to laws, policies, or regulations as a result of such reforms may materially and adversely affect our business, financial condition, and results of operations.

Additionally, our financial condition and results of operations are also exposed to fluctuations in the value of the peso relative to the U.S. Dollar, inflation, interest rates, and changes in the nation’s political or regulatory environment. Any of these factors, individually or collectively, may adversely affect Mexico’s economic situation, business operations, and ability to repay indebtedness. We cannot guarantee that political, economic, or social developments in Mexico, over which we have no control, will not adversely affect our financial condition or market performance.

Fluctuations in the value of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.

Significant future appreciation or depreciation of the peso could influence our overall passenger traffic volume, potentially leading to a material adverse effect on our operations. In 2022, the peso appreciated 5.0% against the U.S. dollar, while in 2023, it appreciated by 12.7%. In 2024, the peso depreciated 20.0% against the U.S. dollar. Additionally, rising inflation in the U.S., the extent of which remains uncertain, could impact the value of the peso relative to the U.S. dollar. Notably, in 2024, inflation in the U.S. increased by 3.0%. A significant depreciation of the peso may impact our total passenger traffic volume by increasing travel costs for domestic passengers. Conversely, a significant appreciation of the peso could affect aggregate passenger volume by increasing travel costs for international passengers.

International passengers and flights pay tariffs in U.S. dollars; however, in Mexico, these tariffs are typically invoiced and collected in Mexican pesos. Since these tariffs are based on the average exchange rate from the 30 days preceding a flight, a substantial depreciation of the peso during the last two months of any year could lead us to exceed our maximum rates, violating our concession agreement. In such a case, we might have to issue rebates to our customers to avoid surpassing these maximum rates. On the other hand, a significant appreciation of the peso may cause us to invoice substantially less than our maximum rate per workload unit, and we would not be able to recover lost revenue in such situations.

After acquiring DCA in 2015, we took on debt in U.S. dollars. A devaluation of the peso would raise the debt service costs associated with this U.S. dollar-denominated debt and result in foreign exchange losses. In 2024, 98% of MBJA’s and NMIA’s revenues, 88% of their operating expenses, and 82% of their capital expenditures were denominated in U.S. dollars, with the remaining 12% of operating expenses and 18% of its capital expenditures denominated in Jamaican dollars, which are pegged to the U.S. dollar. All of MBJA’s debt was also

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denominated in U.S. dollars in 2024. Therefore, fluctuations in the exchange rate between the Mexican peso and the U.S. dollar may affect our performance through the consolidation of MBJA and NMIA’s financial and operating results.

Furthermore, changes in the peso and the U.S. dollar exchange rate, particularly depreciations, may adversely affect the U.S. dollar equivalent of the peso price of the Series B shares on the Mexican Stock Exchange. As a result, such peso depreciations will likely impact the market price of the ADSs. Exchange rate fluctuations could also affect the ADS depositary’s ability to convert peso cash dividends and other distributions related to the Series B shares into U.S. dollars in a timely manner.

We cannot guarantee that fluctuations or depreciation of the peso relative to the U.S. dollar will not require us to issue rebates to prevent exceeding our maximum rates, compel us to invoice substantially less than our maximum rate per workload unit, or negatively impact our financial results. Additionally, while most of our operating costs are in pesos, we cannot predict whether our cost of services will increase due to the peso depreciation or other factors.

The Mexican government exercises significant influence over the economy, and we face the risk of change in law.

The Mexican government increasingly seeks to exert additional influence over the Mexican economy. Policies implemented by the Mexican government, changes in law, and structural reforms may significantly affect Mexican private businesses, assets, and securities. In the past, no party had a majority in Mexico’s congress, and congressional opposition hampered the passage of laws and reforms. The president’s political party and its allies hold a qualified majority in the House of Representatives and the Senate and a strong influence in various local legislatures. The increased influence of the executive branch increases the risk of unexpected changes in law and policy.

Our business could be adversely affected by other claims by certain Mexican municipalities.

Certain Mexican airports are subject to claims by the municipalities in which they operate regarding our failure to obtain certain

municipal licenses. Although we do not believe that we are subject to the license requirements at issue if the municipalities require additional

licenses or make changes to the current laws and we are unable to obtain the necessary licenses or if we do not prevail in proceedings challenging these requirements, our failure to obtain these licenses could have a material adverse effect on the operations of certain of our airports and consequently on our financial condition and results of operations.

The security situation in Mexico could adversely affect the Company’s business, operating results, and financial condition.

Mexico continues to face public security challenges, with high levels of violence and crime in various regions of the country. Despite efforts by the Mexican government, criminal activity persists and, in some cases, has impacted the country’s economic environment and international reputation as a destination for tourism and investment. The continuation or intensification of current levels of insecurity could negatively affect the Mexican economy or the Company’s operations in the future.

An increase in crime throughout Mexico, including extortion and drug trafficking, could have an adverse effect on the Company’s operating results, economic outlook, and financial condition, as it may lead to a reduction in both international and domestic passenger traffic to and within Mexico.

The U.S. Department of State has issued travel advisories recommending that U.S. citizens avoid or postpone non-essential travel to certain states in Mexico due to security concerns. In its most recent advisory, issued on September 6, 2024, U.S. citizens were urged not to travel to states such as Colima, Guerrero, Michoacán, Sinaloa, Tamaulipas, and Zacatecas. It also recommended postponing non-essential travel to cities, states, and other regions including Baja California, Chiapas, Chihuahua, Guanajuato, Jalisco, Morelos, and Sonora. These advisories cover regions where GAP operates airports, such as Tijuana, Mexicali, Guadalajara, Puerto Vallarta, Guanajuato, Morelia, Manzanillo, Hermosillo, and Los Mochis.

Finally, while the impact of insecurity may vary by region and can be mitigated through internal prevention and control measures, the Company cannot guarantee how this situation will evolve, whether it will remain localized or spread to other areas of the country, or what potential adverse effects it may have on the national economy and, consequently, on our operations, results, and financial condition.

Adverse domestic events could negatively impact our business and the results of our 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 events, may have a material adverse effect on the operation of our airports and our results of operations.

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Demonstrations and riots taking place in cities where our airports are located and where they are either a potential target or on 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. See “Risk Factors – Risks Related to Mexico – High incidences of crime in Mexico and violence related to drug trafficking could adversely affect our business.”

Minority shareholders may be less able to enforce their rights against us, our directors, or our strategic 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, because provisions concerning fiduciary duties of directors have only recently been incorporated into the new Securities Market Law, it may be difficult for minority shareholders to bring an action against directors for breach of this duty and achieve the same results as in most jurisdictions in the United States. In addition, the procedures for class action lawsuits were incorporated into Mexican law and became effective in March 2012; however, certain rules and procedures could be different than the ones in the United States. Therefore, in some cases, it may be more difficult for minority shareholders to enforce their rights against us, our directors, or our strategic shareholders than it would be for minority shareholders of a U.S. company.

We are subject to different corporate disclosure and accounting standards than U.S. companies.

A principal objective of the securities laws of the United States, Mexico, and other countries is to promote full and fair disclosure of all material corporate information, including accounting information. However, there may be different or less publicly available information about issuers of securities in Mexico than is regularly made available by public companies in countries with highly developed capital markets, including the United States.

In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. Our financial statements are prepared in accordance with IFRS, which differs from U.S. GAAP in several respects. Items on the financial statements of a company prepared in accordance with IFRS may not reflect its financial position or results of operations in the way they would be reflected if such financial statements had been prepared in accordance with U.S. GAAP.

Risks Related to Jamaica

Adverse economic conditions in Jamaica may adversely affect our financial condition or the results of our operations.

Although 99.9% of the passenger traffic at our Jamaican airports consists of international passengers, the overall performance of the Jamaican economy, over which we have no control, can still impact our business. Jamaica is a small, emerging market that has faced challenges such as low growth and high public debt. Due to its size, significant indebtedness, and reliance on exports to a limited number of primary markets, such as the United States and Canada, the Jamaican economy is particularly vulnerable to external shocks. Additionally, the country grapples with social and security issues, including drug trafficking, high rates of violent crime, underemployment, and youth unemployment.

If economic growth remains insufficient to reduce poverty, Jamaica may continue to experience social challenges, particularly among youth, leading to high crime rates and unemployment. According to the Statistical Institute of Jamaica, the unemployment rate was estimated at 3.5% in October 2024, down from 4.2% as of October 2023.

If inflation or interest rates in Jamaica rise significantly, or if the economy faces other negative impacts, our business, financial condition, or results of operations may also be adversely affected.

Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.

Any change in the administration of the Government of Jamaica could lead to economic or political conditions that may significantly impact our operations. Additionally, any unfavorable legislative changes in the future could adversely impact our business, financial condition, operational performance, and cash flows.

In 2022, the Supreme Court of Jamaica issued a landmark ruling that classifies security guards as employees of the firms that contracted them rather than as independent contractors, as was previously the case. This ruling imposes employer tax obligations on security firms regarding their security guards and other related employee expenses. As a result, security firms are now requesting a 50% increase in their rates to offset these new costs, which could negatively impact our business and results of operations. This ruling took effect on September 23, 2022.

Our business in Jamaica is subject to substantial governmental regulation.

Our Jamaican airport concessions are regulated principally by the AAJ, an agency of the Jamaican government, under the Airports Authority Act of 1974. In April 2003, the AAJ divested operational responsibility for the Montego Bay airport to MBJA under a concession

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agreement pursuant to which MBJA is responsible for the management of the day-to-day operations of the Montego Bay airport in keeping with specific performance criteria and prescribed international standards. In addition, on October 10, 2018, the AAJ signed a concession agreement with PACKAL for the management of the day-to-day operations of Kingston airport. The AAJ retains ownership of the non-movable assets of these airports. Our Jamaican airports pay a concession fee to the Jamaican government and, at the end of the concession agreements, will transfer the infrastructure of our Jamaican airports and any movable assets acquired during the period of the concessions to the AAJ. Regular performance reviews and other contract administration oversight functions are conducted by the AAJ, as specified in the concession agreements. There can be no assurance that governmental 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. However, certain provisions within the concession agreements offer some protection for MBJA and PACKAL in the event of adverse changes in Jamaican law. In certain instances, if there is an adverse change in Jamaican law resulting in an unavoidable net increase in costs or net reduction in revenues for MBJA and PACKAL, both will be entitled (subject to the remaining provisions of the MBJA and PACKAL Concession Agreements) to monetary compensation from AAJ. See “Item 4, Information on the Company – Regulatory Framework.”

High incidences of crime in Jamaica, particularly violence related to drug trafficking, could adversely affect our business.

Travel alerts issued by the U.S. Bureau of Consular Affairs, the most recent as of January 23, 2024, warn travelers about the risks of visiting Jamaica. These alerts highlight concerns over safety and security due to rising crime rates, including violent crime, in various regions across the country. Additionally, they mention challenges in accessing medical services, as many hospitals and doctors overseas do not accept U.S. health insurance. Specific areas in Montego Bay and Kingston near our Jamaican airports are noted for increased criminal activity.

Furthermore, negative perceptions about crime and drug-related violence in Jamaica may also adversely affect our business by reducing international passenger traffic to the country. The rise in crime could lead to a decline in international travelers visiting Jamaica.

Government tax legislation in Jamaica may have an adverse effect on our financial condition and results of operations.

The Jamaican government has, in recent years, implemented various changes to the tax laws applicable to Jamaican companies. Except for certain relief from withholding tax in relation to interest on commercial and shareholder loans to non-resident lenders and to dividends to non-resident shareholders, and in the case of our Jamaican airports, certain relief from customs duty and general consumption tax on major capital investment, the terms of our concession agreements do not exempt us from generally applicable Jamaican tax laws. Changes to tax laws and regulations in Jamaica could significantly increase our tax expense, which could have a material adverse impact on the results of operations.

We cannot predict the impact that changes in law if fully implemented and applied to us, will have on our business, financial condition, and results of operations. In addition, we cannot predict the indirect impact that such legislation could have on our customers and shareholders.

Certain Risk Factors Related Our Structure, Shares, and the Securities Market

Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us.

We are a holding company whose only significant assets are the shares of our subsidiaries and our cash and cash equivalent positions. Our ability to pay dividends and meet our debt obligations depends on our subsidiaries paying us dividends and transferring other income to us. The ability of our subsidiaries to pay dividends and transfer other resources to us may be subject to legal, regulatory, or contractual restrictions.

Priority in case of Bankruptcy.

In the case of bankruptcy and our subsequent liquidation, our shareholders will be considered, in terms of priority, as our last creditors. In accordance with the Mexican Commercial Bankruptcy Law, in the event of a declaration of bankruptcy, all claims against us, including claims in favor of employees, tax claims, and claims by our creditors, will have preference over our shareholders’ right to receive payment. In the event of our total liquidation, it is highly probable that our current shareholders, including current owners of our Series “B” shares, will recover an amount significantly lower than originally paid for their shares.

The Company’s bylaws can discourage acquisitions and depress the market for our shares.

Certain provisions in our bylaws could have the effect of delaying, deterring, or preventing a hostile takeover, which could be supported by certain shareholders. For example, individual shareholders (or groups of related parties) cannot own more than 10% of our Series “B” shares, except if our shareholding limits were to be amended. In addition, in the event that a person or group of related persons intended to acquire ownership of 30% or more of our shares, in accordance with Mexican legislation, said persons would be required to carry out the

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acquisition through a public offering under the terms and conditions outlined in the Mexican Securities Market Law and subject only to the exceptions provided therein. These provisions may reduce the interest of certain investors in our shares.

As a result of the volatility of the Mexican stock market, the market price of shares may experience extreme fluctuations in price and trading volume.

Lack of liquidity or market volatility may limit the ability of a holder of Series “B” shares to sell their interest and may also adversely affect the market price of our Series “B” shares. The trading volume of instruments issued by emerging market companies tends to be lower than those issued by companies in more developed countries.

Item 4. Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

We hold concessions to operate, maintain, and develop twelve international airports in Mexico’s Pacific and Central regions and two international airports in Jamaica. As airport operators, we charge airlines, passengers, and other users fees for using airport facilities. We also earn rental and other income from commercial activities at our airports, including leasing space to restaurants and retailers, parking slots, and advertising.

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (sociedad anónima bursátil de capital variable) is a corporation organized under Mexican law. It was established in 1998 as part of the Mexican government’s initiative to open Mexico’s airports to private investment. The corporation is established with a duration of 100 years.

All of our Mexican concessions have a duration of 50 years, beginning on November 1, 1998. The SICT may extend this term for an additional 50 years under certain circumstances.

Our wholly owned Spanish subsidiary, DCA, holds a 74.5% stake in MBJA, which has the concession to operate, maintain, and utilize Montego Bay International Airport in Jamaica for a period of 30 years, beginning on April 12, 2003. On July 26, 2024, MBJA signed amendments to the Concession Agreement with the AAJ to address the impacts experienced by the Concessionaires during the COVID-19 pandemic. As a result, the concession term has been extended to 31 years from the commencement date, now expiring in March 2034. Notably, this concession does not include an extension provision beyond the revised term.

On October 10, 2018, we signed a concession agreement with the Government of Jamaica to operate, modernize, and expand the NMIA in Kingston, Jamaica, for a period of 25 years, with a possible five-year extension. We took control of the operation and management of NMIA on October 10, 2019.

Our registered office address is provided on the cover of this annual report on Form 20-F. Our telephone number is +52 (33) 3880-1100. Our U.S. agent is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Opening Mexican Airports to Private Investment

In 1998, the Mexican government issued the Investment Guidelines for the Opening of Investment in the Mexican Airport System. These guidelines identified 35 of Mexico’s 58 main airports and grouped them into four airport groups: Grupo Aeroportuario del Pacífico, or the Pacific Airport Group (twelve airports); Grupo Aeroportuario del Sureste, or the Southeast Airport Group (nine airports); Grupo Aeroportuario del Centro-Norte, or the Central-North Airport Group (thirteen airports) and Grupo Aeroportuario de la Ciudad de México, or the Mexico City Airport Group (one airport).

The guidelines established a two-stage program for allowing private investment in these airport groups. In the first stage, public auctions were held to award a minority interest in each airport group to a strategic partner. The second stage involved selling all or a part of the remaining interest in each airport group through public offerings in the Mexican and international capital markets. All airport groups, except the Mexico City Airport Group, have successfully completed both stages of this program.

As a result of opening Mexico’s airports to private investment, we and our subsidiaries are no longer bound by regulations governing wholly owned government companies. We believe this gives us the flexibility to develop and implement our business strategy effectively and respond to potential business opportunities.

Investment by AMP

In 1999, the Mexican government conducted a public auction as part of the first stage of its program to open airports to private investment. During this auction, the government sold a 15% equity interest in our Company to AMP.

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The current shareholders of AMP are as follows:

•Controladora Mexicana (“CMA”) owns 66.67% of AMP. According to the privatization guidelines set by the Mexican government during the first phase of this privatization, which require strategic shareholders to have, among other characteristics, an “operating” partner and a “Mexican” partner (each termed a “key partner”), CMA is one of AMP’s two key partners, acting as the designated “Mexican” partner.

•Aena Desarrollo Internacional, S.A. (“Aena Internacional”) owns the remaining 33.33% of AMP. Aena Internacional is a wholly owned subsidiary of Aena, S.A. (“Aena”), which is the parent company of the Spanish economic group “Grupo AENA”. Aena operates 46 airports and two heliports in Spain and, through Aena Internacional, in addition to its stake in AMP, it holds 100% of the share capital of the concessionaire of six airports in Brazil, owns 51% of London Luton Airport Holding III Limited, a British airport company that manages London Luton Airport, and has significant stakes in two other airports in Colombia.

AMP paid the Mexican government a total of Ps.2.45 billion (nominal pesos, excluding interest) (U.S.$261.0 million based on the exchange rates in effect on the date of AMP’s bid) in exchange for the following:

•All of our Series BB shares, representing 15% of our capital stock; and

•The right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement, a fifteen-year technical assistance agreement and a shareholders’ agreement. These agreements are described in additional detail in Item 7.

The Technical Assistance Agreement with AMP

Under the technical assistance agreement, we receive management and consulting services, along with industry expertise and technology from AMP. In return, we pay a fee. This agreement grants us an exclusive license in Mexico to utilize all technical assistance and expertise transferred to us by AMP or its shareholders throughout the duration of the agreement. AMP support us in various areas, including the development of our commercial activities, preparation of marketing studies aimed at increasing passenger traffic, assistance with the Master Development Programs we are required to submit to the SICT, and improvements to our airport operations. Our management believes that if we were to lose the technical assistance provided through our agreement with AMP, it could adversely and significantly affect our results of operations.

The agreement automatically renews for successive five-year terms unless one party gives notice of termination at least 60 days before the planned expiration date. According to our bylaws, if we wish to renew or cancel the technical assistance agreement, we require approval from 51% of Series B shareholders, excluding AMP or any related parties. A party may also terminate the technical assistance agreement before its expiration date if the other party fails to comply with its terms. The technical assistance agreement with AMP was automatically renewed on August 25, 2024 and it has been renewed automatically every five years since August 25, 2014.

The technical assistance fee is determined based on the greater of U.S.$4.0 million (adjusted annually for U.S. inflation since August 25, 2000, as measured by the U.S. CPI) or 5% of our consolidated annual income from operations at our Mexican airports (before deducting the technical assistance fee, income taxes, and depreciation and amortization, all in accordance with Mexican Financial Reporting Standards “MFRS”). In our opinion, this fee structure incentivizes AMP to help increase our annual consolidated earnings. As part of the agreement, AMP is also entitled to reimbursement for out-of-pocket expenses. In 2022, 2023, and 2024, the technical assistance fee, based on our Mexican airports’ income from operations, were Ps.756.6 million, Ps.851.3 million, and Ps.845.2 million, respectively. These amounts represented 4.5%, 4.6%, and 4.5% of our annual consolidated income from operations (before deducting the technical assistance fee, income taxes, and depreciation and amortization), respectively.

The technical assistance agreement permits AMP, its shareholders, and their affiliates to provide additional services to us only if our Acquisitions Committee determines that these related parties have submitted the most favorable bid in a public bidding process involving at least three unrelated parties. For more information about this committee, see Item 6 herein. Our bylaws, the participation agreement, and the technical assistance agreement also include provisions designed to avoid conflicts of interest with AMP.

AMP’s Rights and Obligations under Our Bylaws

According to our bylaws, the holder of our Series BB shares, AMP, has the right to appoint and remove our top executives in consultation with our Nominations and Compensation Committee. Additionally, AMP can elect four members and their alternates on our board of directors. AMP also has the authority to designate three members of our Operating Committee and 20% of the members of the board committees (or one member of any committee with fewer than five members). Our Audit Committee members must be independent, per Mexican and U.S. independence standards. Furthermore, as the holder of our Series BB shares, AMP has the right to veto certain actions requiring shareholder approval. These actions include paying dividends, amending our bylaws, and any decision that seeks to alter or cancel AMP’s right to appoint our top executives. Additionally, AMP shareholders have assigned veto rights among themselves regarding the exercise

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of these vetoes and other rights. This arrangement increases the risk of an impasse at both AMP shareholders’ meetings and our Company’s shareholders’ meetings. See “Item 3, Key Information – Risk Factors – Risks Related to Our Strategic Shareholders.”

Our bylaws state that, with certain exceptions, Series BB shares must be converted into Series B shares before any transfer. Furthermore, our bylaws and agreements made during the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since August 25, 2014, AMP has been allowed to sell its interest in the Series BB shares. However, according to our bylaws, if AMP holds less than 7.65% of our capital stock in the form of Series BB shares, those shares will be mandatorily converted into Series B shares, resulting in the loss of all its special rights.

AMP Shares in Bancomext Trust

Per the participation agreement regarding the Mexican government’s sale of our Series BB shares to AMP, AMP has transferred its Series BB shares into a trust. The trustee for this trust is Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”). For a description of this trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”

Under the terms of this trust, AMP can direct the trustee to vote on shares representing up to 10% of our total capital stock. The trustee will vote for any shares that exceed the 10% threshold according to the majority vote of the Series B shareholders. However, as described above, the trust does not alter the veto and other special rights granted to Series BB shareholders.

Global Offering and Establishment of ADR Facility with NYSE Listing

In 1999, 85% of our capital stock was transferred from the Mexican government to a trust established within Nacional Financiera, S.N.C., Institución de Banca de Desarrollo (“NAFIN”), an institution of development banking owned by the Mexican government. Then, in February 2006, we went public through an initial public offering. This allowed NAFIN to sell its 85% interest in our Company. During this offering, all of our outstanding Series B shares were sold to the public in Mexico, the United States, and other locations. As a result, NAFIN ceased to be a shareholder. However, we did not receive any proceeds from this offering, as the net proceeds from the sale of shares were remitted entirely to the Mexican government. Simultaneously, we established an American Depositary Receipt (“ADR”) facility with The Bank of New York Mellon (formerly known as The Bank of New York) and received approval to list our American Depositary Shares (“ADSs”) on the New York Stock Exchange (“NYSE”). Moreover, we registered our Series B shares with the National Securities Registry (Registro Nacional de Valores) and listed them on the Mexican Stock Exchange.

Master Development Programs

Under the terms of our Mexican concessions, each of our Mexican subsidiary concession holders is required to submit a Master Development Program for approval by the SICT every five years. This program outlines investment commitments for the regulated portion of our Mexican airport business, including capital expenditures and improvements, for the upcoming five-year period. Once approved by the SICT, these commitments become binding obligations under our Mexican concessions.

On August 27, 2024, the SICT approved our Master Development Programs for each of our Mexican airports for the 2025-2029 period. This five-year program took effect on January 1, 2025, and will remain in effect through December 31, 2029.

The table below presents our historical capital expenditures for our Mexican airports. Capital expenditures are calculated on a cash-flow basis, reflecting the investments actually incurred by each airport during a given year. The calculation excludes investments that were planned but not paid for during that year. To compare these expenditures with our committed investments for any given year, we need to subtract investments made in the previous year but paid for in the given year, and add investments that were allocated but no paid for in the given year. For the years 2022, 2023, and 2024, our unpaid allocated investments totaled Ps.853.5 million, Ps.901.5 million, and Ps.1,193.6 million, respectively. Most of these investments were made in accordance with the terms of our Master Development Programs.

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Historical Capital Expenditures by Mexican Airport

		Year ended December 31,
		2022					2023					2024
			(thousands of pesos)
Guadalajara		Ps.		3,395,226			Ps.		5,620,139			Ps.		3,831,300
Puerto Vallarta				1,611,207					1,938,333					1,398,424
Los Cabos				777,093					602,113					661,013
Tijuana				1,408,734					828,352					426,418
Guanajuato				137,138					253,995					269,115
Aguascalientes				140,771					168,688					175,273
Hermosillo				127,074					97,077					96,077
Mexicali				92,158					136,306					88,105
Los Mochis				29,667					75,169					87,126
La Paz				118,612					81,034					54,801
Manzanillo				49,580					69,680					40,371
Morelia				55,504					101,756					37,794
Other (1)				151,335					69,889					227,358
Total		Ps.		8,094,099			Ps.		10,042,531			Ps.		7,393,175

(1)Includes SIAP, CORSA, PCP, ADP, AHP, and Fundación GAP.

The following table sets forth our historical capital expenditures by type of investment across all of our Mexican airports for the years indicated:

Historical Capital Expenditures by Type for our Mexican Airports

		Year ended December 31,
		2022					2023					2024
		(thousands of pesos)
Terminals		Ps.		4,807,895			Ps.		5,254,393			Ps.		4,470,653
Runways and aprons				1,991,148					3,514,886					1,469,763
Machinery and equipment				1,197,927					1,148,323					1,327,075
Other				97,129					124,929					125,684
Total		Ps.		8,094,099			Ps.		10,042,531			Ps.		7,393,175

In 2022, 2023, and 2024 2.5%, 26.2%, and 28.9% of our capital expenditures were financed by cash flows from operations, respectively. The remaining balance was funded through long-term debt securities issued in the Mexican capital markets (Certificados Bursátiles de Largo Plazo) and bank loans. We plan to continue financing most of our capital expenditures for our Mexican airports through debt issuances in the Mexican capital markets. However, our leverage levels or prevailing market conditions may restrict our ability to incur additional debt. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”

Our capital expenditures in 2024 were allocated to the following types of investments at the majority of our Mexican airports:

•Terminals. During 2024, we continued the expansion of several of our airports either by expanding and renovating existing airport facilities or by continuing the construction of new terminal buildings. This was primarily at Guadalajara, Puerto Vallarta, Los Cabos, Tijuana, Aguascalientes and Los Mochis airports.

•Runways and aprons. During 2024, we continued renovating and expanding runways, taxiways and aprons at all of our airports, primarily at Guadalajara, Tijuana, Puerto Vallarta, Los Cabos and Guanajuato airports.

•Machinery and equipment. We invested in machinery and equipment including the latest technology in baggage handling systems, baggage carousels, anti-return gates, metal detectors, other security-related equipment, passenger walkways, air conditioning equipment, and public information systems.

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The following table sets forth our estimated committed investments for each airport for the five years from 2025 through 2029 under the new Master Development Programs expressed in thousands of constant pesos as of December 31, 2022, approved by the SICT on August 27, 2024. We are required to comply with investment obligations under these programs annually.

Estimated Committed Investments by Mexican Airport (2025-2029)(1)

		Year ended December 31,
		2025			2026			2027			2028			2029				Total
		(thousands of constant pesos as of December 31, 2022)
Guadalajara		Ps.	7,601,906		Ps.	4,211,520		Ps.	4,052,576		Ps.	1,152,143		Ps.	1,866,324		Ps.	18,884,469
Tijuana			1,319,298			1,513,110			1,737,794			1,869,573			1,530,802			7,970,578
Los Cabos			392,758			641,898			1,385,112			1,503,495			1,690,881			5,614,145
Puerto Vallarta			361,826			125,201			464,056			724,774			1,241,881			2,917,739
Guanajuato			614,078			263,857			444,215			353,710			683,852			2,359,711
Mexicali			236,434			264,840			213,180			263,753			339,901			1,318,108
La Paz			34,599			48,885			117,597			178,867			483,348			863,296
Morelia			36,598			84,913			130,706			181,495			418,526			852,239
Hermosillo			87,518			21,217			102,148			252,670			388,066			851,620
Aguascalientes			43,264			39,150			76,915			156,982			360,532			676,843
Los Mochis			188,421			53,522			42,235			108,879			94,014			487,072
Manzanillo			29,970			92,704			21,559			105,752			139,155			389,139
Total		Ps.	10,946,670		Ps.	7,360,817		Ps.	8,788,093		Ps.	6,852,096		Ps.	9,237,283		Ps.	43,184,959

(1)Figures are expressed in thousands of constant pesos as of December 31, 2022. Therefore, they must be adjusted for increases in the Mexican PPI construction price index upon execution.

The following table sets forth our estimated committed investments for 2025 through 2029 by type of investment:

Estimated Committed Investments by Type for our Mexican Airports (2025-2029)(1)

		Year ended December 31,
		2025			2026			2027			2028			2029				Total
			(thousands of constant pesos as of December 31, 2022)
Terminals		Ps.	862,057		Ps.	2,491,931		Ps.	4,065,348		Ps.	3,254,669		Ps.	65,042		Ps.	10,739,047
Runways and aprons			2,873,273			3,101,491			2,807,097			2,106,120			2,202,808			13,090,789
Machinery and equipment			171,221			710,902			1,225,991			862,623			4,204,497			7,175,234
Land Adquisition			5,271,499			-			-			-			-			5,271,499
Other			1,768,620			1,056,493			689,657			628,684			2,764,936			6,908,390
Total		Ps.	10,946,670		Ps.	7,360,817		Ps.	8,788,093		Ps.	6,852,096		Ps.	9,237,283		Ps.	43,184,959

(1)Figures are expressed in thousands of constant pesos as of December 31, 2022. Therefore, they must be adjusted for increases in the Mexican PPI construction price index upon execution.

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Differences may arise between estimated committed investments and historical capital expenditures due primarily to the following factors: (i) the difference between capital expenditures that were made but not paid in the previous year and investments made but not paid in the current year; (ii) adjustments for inflation; and (iii) investments that are deferred into the first two months following the end of the corresponding fiscal year, among other considerations.

We allocated 87.4% of the total committed investments under our Master Development Program for the 2025–2029 period to five of our airports: Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, and Guanajuato.

We anticipate that the Master Development Program for the 2025-2029 period could primarily be financed through the debt market in Mexico, depending on our leverage levels and market conditions. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”

Acquisition of DCA

On April 20, 2015, we acquired 100% of the shares of DCA for a total of U.S.$ 192.0 million. We financed the entire acquisition of DCA through bridge loans from external sources provided by Scotiabank Inverlat, S.A. (“Scotiabank”) and BBVA Bancomer, S.A. (“BBVA”). The loans were refinanced in March 2022, with maturities set for 2026.

DCA Assets

DCA has a 74.5% stake in MBJA, the entity with the concession to operate, maintain, and utilize Montego Bay International Airport in Jamaica. The remaining 25.5% stake in MBJA is owned by Vantage Airport Group Limited (“Vantage”), a Canadian joint venture that operates Vancouver International Airport. Montego Bay Airport is Jamaica’s main airport, located in the city of Montego Bay, which is situated along the tourist corridor between Negril and Ocho Rios, where 88% of the island’s hotel capacity is concentrated.

MBJA

On April 3, 2003, MBJA entered into a concession agreement with the AAJ, granting MBJA the rights and obligations to refurbish, develop, operate, and maintain Montego Bay International Airport for a period of 30 years starting from April 12, 2003 (the “MBJA Concession Agreement”). On July 26, 2024, MBJA signed amendments to the Concession Agreement with the AAJ to address the impacts experienced by the Concessionaires during the COVID-19 pandemic. As a result, the concession term was extended to 31 years from the commencement date, now expiring in March 2034. As the approved airport operator, MBJA is authorized to perform functions of the AAJ concerning Montego Bay airport. Additionally, MBJA is required to provide the airport services outlined in the agreement. The MBJA Concession Agreement is governed by Jamaican law, and MBJA cannot assign its rights or obligations under the agreement without prior written consent from the AAJ. Under the terms of the MBJA Concession Agreement, MBJA is also obligated to make certain capital investments. See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession.”

In 2022, 2023, and 2024 MBJA made capital investments of U.S.$11.7 million, U.S.$18.6 million, and U.S.$20.8 million. In 2024, the capital expenditures were allocated to continued execution of the master plan works to include immigration and security expansion, major landside development works, east concourse expansion, expansion of the check-in hall, gates 1-7 rehabilitation, among other projects. In 2023, the capital expenditures were allocated to the expansion and renovation of the terminal building, the modernization of equipment, such as the replacement of the airports’ IT system, Jet Bridges, HVAC and air handling units, X-ray machines, fire detection and intrusion detection systems, among others, as well as the installation of an additional 2MW solar photovoltaic power plant. In 2022, the capital expenditures were allocated to the expansion and renovation of the terminal building, the modernization of equipment, such as the replacement of the airports' IT system, Jet Bridges, HVAC and air handling units, X-ray machines, fire detection and intrusion detection systems, among others, as well as the installation of an additional 2MW solar photovoltaic power plant.

In December 2019, the JCAA approved committed investments of U.S.$111.7 million for MBJA’s Capital Development Program for the 2020-2024 period. However, due to the COVID-19 pandemic and its economic impact, the AAJ granted MBJA a deferral on its committed investments for 2020, allowing them to commence in January 2022. In 2021, MBJA requested an additional deferral to begin executing the Capital Development Program at the earliest of January 2023 or after concluding discussions with the AAJ. Historically, MBJA’s investment commitments have been primarily funded through bank loans and cash flows from operations. On To partly finance these projects, MBJA arranged a U.S.$60.0 million credit facility in 2020 with the Bank of Nova Scotia and Bank of Nova Scotia Jamaica Limited. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Capital Expenditures – Capital Expenditures in Jamaica.”

The following table sets forth our committed investments for 2020 through 2024 under the new Capital Development Program:

		Year ended December 31,
		2020					2021					2022					2023					2024						Total
		(million)
Montego Bay		U.S.		41.9			U.S.		34.0			U.S.		21.9			U.S.		13.0			U.S.		0.9			U.S.		111.7

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At their annual general meeting on March 5, 2024, MBJA’s shareholders approved a dividend payment of U.S.$30.0 million. As a result, dividends were paid in two equal tranches, on May 31 and September 2024. MBJA distributed U.S.$22.4 million in dividends to DCA based on its ownership stake, and U.S.$7.6 million to Vantage. Previously, at their annual general meeting on September 13, 2023, MBJA’s shareholders approved a dividend payment of U.S.$30.0 million. Consequently, on November 15, 2023, MBJA paid U.S.$22.4 million in dividends to DCA based on its stake, and U.S.$7.6 million to Vantage. Furthermore, during their annual general meeting on March 13, 2022, MBJA’s shareholders approved a dividend payment of U.S.$30.0 million. Following this decision, on June 7, 2022, MBJA distributed U.S.$22.4 million to DCA and U.S.$7.6 million to Vantage, corresponding to their respective stakes.

PACKAL

On October 10, 2018, PACKAL entered into a concession agreement with the AAJ, which grants PACKAL the right to refurbish, develop, operate, and maintain NMIA for 25 years, with the option to extend for an additional five years beginning October 10, 2019. As part of the concession agreement, we paid a total U.S.$ 7.1 million (comprising U.S.$2.1 million to the International Finance Corporation (“IFC”) and U.S.$5.0 million to the AAJ). PACKAL is required to pay the AAJ a concession fee of 62.01% of total aeronautical and commercial revenues. On July 26, 2024, PACKAL signed amendments to the Concession Agreement with the AAJ to address the impacts experienced by the Concessionaires during the COVID-19 pandemic. As a result, the concession fee was reduced from 62.01% to 53.22% of the total aeronautical and commercial revenues, effective September 11, 2023. The benefit of this change was recognized retroactively in our 2024 Income Statement.

All long-lived assets at NMIA are owned by the AAJ. At the end of the concession agreement’s, all assets, including improvements made to the airport facilities during this period, will automatically revert to the AAJ. In December 2019, the JCAA approved committed investments totaling U.S.$ 101.4 million for PACKAL’s Capital Development Program for the 2020-2024 period. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted PACKAL a deferral on its committed investments for 2020 so that these investments could begin in June 2021. The AAJ extended the deferral in 2021, although some projects, such as the solar project and incinerator upgrade, were initiated. In 2022, the landside roads and three car parking areas were totally rehabilitated, and the refurbishment of the incinerator was fully executed. Solar farm phase 1 started operations on October 12, 2022, reducing the consumption of energy supplied by the government and also reducing our carbon emissions. In July 2023 the total rehabilitation of all restrooms across the airport began being completed in 2024. PACKAL also procured a passenger loading bridge to replace one of the nine bridges at the airport. In 2024, the runway end safety area project was initiated, in compliance with the mandatory works specified in the concession agreement.

The following table sets forth our committed investments for 2020 through 2024 under the Capital Development Program:

		Year ended December 31,
		2020					2021					2022					2023					2024						Total
		(million)
Kingston		U.S.		16.2			U.S.		28.9			U.S.		34.9			U.S.		8.9			U.S.		12.5			U.S.		101.4

The revision process for the Capital Development Program for 2026-2030 commenced on 2024 for both Jamaican airports, with the new model scheduled to take effect on January 1, 2026.

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BUSINESS OVERVIEW

Our operations

We hold concessions to operate 12 international airports in Mexico and two in Jamaica.

Mexican operations

Our twelve airports in Mexico serve two major metropolitan areas, Guadalajara and Tijuana, along with several tourist destinations, including Los Cabos, Puerto Vallarta, La Paz, and Manzanillo. We also service mid-sized cities such as Guanajuato, Hermosillo, Mexicali, Morelia, Aguascalientes, and Los Mochis. These airports are spread across nine of the 32 Mexican states, covering an area of approximately 566,000 square kilometers, with a total population of around 32.0 million, based on the INEGI 2020 national census. All of our Mexican airports are equipped to handle international flights and provide customs, refueling, and immigration services managed by the Mexican government, qualifying them as international airports under Mexican Law.

In 2022, 2023, and 2024, our Mexican airports handled 50.8 million, 56.5 million, and 55.3 million terminal passengers, respectively, establishing us as one of the largest private airport operators in the Americas. According to SICT data, by December 31, 2024, five of our airports ranked among Mexico’s top ten busiest airports based on commercial aviation passenger traffic. Our commercial aviation passenger traffic accounted for roughly 31.2%, 31.1%, and 30.7% of all arriving and departing commercial aviation passengers in Mexico in 2022, 2023, and 2024, respectively. In 2024, our Mexican airports recorded total revenues of Ps.26.5 billion. Of such revenues, Ps.20.4 billion corresponds to the sum of aeronautical and non-aeronautical revenues, and Ps.6.2 billion corresponds to improvements to concession assets.

Our Mexican airports have several major international routes, including the Guadalajara-Los Angeles, which, in 2024, ranked as the third largest international route in Mexico by the total number of passengers according to the Federal Civil Aviation Agency. Additionally, our airports serve popular resort destinations, such as Puerto Vallarta and Los Cabos, which attract many tourists from the United States. Furthermore, the Federal Civil Aviation Agency identifies our airports as key players in major domestic routes, including Guadalajara-Mexico City, the country’s third busiest route in 2024. Other top domestic routes based on total passenger traffic include Mexico City-Tijuana and Guadalajara-Tijuana, which ranked fourth and fifth, among Mexico’s busiest domestic routes in 2024.

Principal Mexican Airports by Passenger Traffic (2024)

		Total Aviation Passengers
		(thousands)
Mexico City (1)		45,359
Cancun		30,564
Guadalajara*		17,849
Monterrey		13,651
Tijuana*		12,546
Los Cabos*		7,488
Puerto Vallarta*		6,804
AIFA		6,348
Merida		3,717
Guanajuato*		3,169

Source: SICT and Company data.

* Indicates airports operated by us.

(1)Commercial aviation passengers.

Guadalajara and Tijuana are two of Mexico’s most prominent commercial and industrial centers. Both cities have significant maquiladora industries. The maquiladora plants work by importing raw materials and exporting finished products. Manufacturers pay tariffs only on the value added in Mexico. Initially, these plants were established along the Mexico-U.S. border, but they have since moved further south to take advantage of lower labor costs, a larger and more diverse labor pool, and inputs available from Mexican suppliers. According to SICT, in 2024, the Guadalajara and Tijuana airports were the third and fifth busiest airports in terms of passenger traffic, respectively. In 2022, 2023, and 2024, these airports accounted for approximately 55.0%, 54.7%, and 54.9%, respectively of our Mexican airports’ terminal passenger traffic and 51.9%, 52.2%, and 50.4%, respectively of our Mexican airports’ total revenues (in 2022, 2023, and 2024 they represented 47.6%, 48.3%, and 49.1%, respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

According to reports by the Mexican Ministry of Tourism, Mexico is one of the most popular tourist destinations globally, with a historical record of being among the top fifteen countries worldwide regarding foreign visitors. The Mexican Ministry of Tourism reported about 38.3 million international tourists in 2022, which increased to approximately 42.1 million and 45.0 in 2023 and 2024, respectively.

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The tourism industry is one of the largest generators of Mexico’s economy. The region bordering the Pacific Ocean, where several of our airports are, is a top tourist destination due to its beaches and cultural sites, with numerous hotels and resorts. Los Cabos, Puerto Vallarta, La Paz, and Manzanillo are popular Mexican tourist destinations. Among these, Los Cabos and Puerto Vallarta are the most popular, with Los Cabos being the third most popular international tourist destination and Puerto Vallarta the fourth in terms of visitors in 2024, according to the Mexican National Institute of Migration (Instituto Nacional de Migración).

In 2024, Los Cabos and Puerto Vallarta airports handled 7.5 million and 6.8 million terminal passengers, respectively, from 7.7 million and 6.8 million terminal passengers in 2023. In 2022, 2023, and 2024, these two airports represented 26.1%, 25.7%, and 25.8%, respectively, of our Mexican airports’ terminal passengers and 33.9%, 33.1%, and 34.4 % of our Mexican airports’ total revenues (36.3%, 35.1%, and 34.5 %, respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In addition, these two airports have general aviation and Fixed Base Operations (“FBO”) terminals that offer specialized, full-service operations to general aviation aircraft, including refueling, cleaning, and catering.

Our other six Mexican airports serve mid-sized cities, including Leon, Hermosillo, Mexicali, Morelia, Aguascalientes, and Los Mochis. These cities have diverse economic activities: some are industrial centers (Leon, Hermosillo, Mexicali, and Aguascalientes), while others function as hubs for significant agricultural regions (Leon, Morelia, and Los Mochis). In 2022, 2023, and 2024, these six airports accounted for approximately 16.5%, 17.3%, and 16.7%, respectively, of the terminal passenger traffic at our Mexican airports, and for 12.2%, 12.9%, and 13.5% of our total revenues of our Mexican airports (14.0%, 14.7%, and 14.3% respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). Among these six airports, Guanajuato is the busiest in terms of passenger traffic. In 2022, 2023, and 2024, Guanajuato accounted for approximately 5.1%, 5.7%, and 5.7%, respectively, of our Mexican airports’ terminal passenger traffic and 4.1%, 4.6%, and 5.3% of our Mexican airports’ total revenues (5.0%, 5.4%, and 5.4% respectively of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Jamaican operations

Montego Bay Airport is a full-service international passenger airport with additional FBO and cargo operations fueled by agricultural exports from the island. It is the main gateway for international air travel to Jamaica, a major international tourist destination and an expanding tourism market. According to Airports Council International, in 2024, it was the third busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic. Montego Bay Airport is in the town of Montego Bay, in the heart of the tourist corridor between Negril and Ocho Rios. According to the Jamaican Tourist Board, 88.0% of the island’s hotel capacity is in Montego Bay. Furthermore, Montego Bay Airport is responsible for transporting over 70.0% of the tourists arriving on the island.

Montego Bay Airport served 4.4 million, 5.2 million, and 5.1 million terminal passengers in 2022, 2023, and 2024, respectively. In 2024, 100.0% of the passengers were international travelers, 74.6% came from the United States, 13.9% came from Canada, 9.9% came from Europe, and 1.6% from other countries. In 2022, MBJA’s total revenues reached Ps.2.5 billion. This included Ps.1.7 billion from aeronautical revenues, Ps.693.6 million from non-aeronautical revenues, and Ps.109.7 million related to improvements to concession assets. In 2023, MBJA’s total revenues reached Ps.2.8 billion. This included Ps.1.8 billion from aeronautical revenues, Ps.800.0 million from non-aeronautical revenues, and Ps.206.1 million related to improvements to concession assets. In 2024, MBJA’s total revenues reached Ps.2.9 billion. This included Ps.1.9 billion from aeronautical revenues, Ps.826.7 million from non-aeronautical revenues, and Ps.2286 million was related to improvements to concession assets.

On October 10, 2018, after a bidding process, we signed a concession agreement with the government of Jamaica for the operation, modernization, and expansion of Norman Manley International Airport (NMIA) in Jamaica for 25 years. We began operating and managing NMIA in the last quarter of 2019. In 2022, NMIA’s total revenues amounted to Ps.1.1 billion, out of which Ps.926.5 million was from aeronautical revenues, Ps.213.9 million was from non-aeronautical revenues, and Ps.19.9 million was related to improvements to concession assets. In 2023, NMIA’s total revenues reached Ps.1.2 billion, of which Ps.973.0 million was from aeronautical revenues, Ps.214.8 million was from non-aeronautical revenues, and Ps.45.8 million was related to improvements to concession assets. In 2024, NMIA’s total revenues reached Ps.1.7 billion, of which Ps.1.1 billion was from aeronautical revenues, Ps.218.7 million was from non-aeronautical revenues and Ps.410.3 million was related to improvements to concession assets.

Our sources of revenues

All revenue figures in the “Business Overview” section include revenues from improvements to concession assets. However, in some cases, we only discuss aeronautical and non-aeronautical revenues or the total of both. For a discussion on why we use aeronautical and non-aeronautical revenues for specific comparisons, please refer to the introduction of “Item 3, Key Information – Selected Financial and Other Data.” We expressly state when either aeronautical or non-aeronautical revenues are used. Since aeronautical and non-aeronautical revenues are derived from our business operations, we believe that these figures may, in some cases, be more useful for readers, as they are derived from the key drivers of our business: passenger traffic and maximum rates.

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Aeronautical Services

Aeronautical services account for the majority of our revenue and are crucial to our business. In 2022, 2023, and 2024, aeronautical services revenues represented approximately 63.3%, 58.0%, and 56.9% of our total revenues. Additionally, aeronautical services represented 76.9%, 75.8%, and 71.4% of the sum of aeronautical and non-aeronautical revenues during the same years. Several factors influence our aeronautical services revenue, including passenger traffic volume, air traffic movements, aircraft weight, the duration of an aircraft’s stay, and the time of day when the aircraft operates at the airport.

In Mexico, all aeronautical revenues are subject to maximum-rate price regulation applicable to our airports. See “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.”

In Jamaica, our revenues from passenger charges, aircraft landing fees, parking charges, airport security charges, and passenger walkway charges are regulated by the JCAA. Furthermore, the MTM sets the car parking charges, while revenues from leasing space to airlines, complementary services, cargo handling, and ground transportation are unregulated. See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”

Passenger charges

Passenger charges in Mexico

In Mexico, a passenger charge is collected for each departing passenger on an aircraft, except of diplomats, infants, and transit and transfer passengers who are transferred within 24 hours of arrival. There is no charge for arriving passengers. Passenger charges are included in passenger tickets, and we issue invoices for these charges on a weekly basis. We record an account receivable for the invoice related to a flight during the actual month of that flight.

Before Mexico opened its airports to private investment, all airports had agreements with national and international airlines requiring the airlines to collect all passenger charges on behalf of the airports. In return, the airlines were given a period to reimburse those passenger charges to the airports. This period was tied to the interest rate on short-term Mexican Treasury bills (CETES), allowing airlines to accumulate interest to compensate for the costs incurred in collecting the passenger charges.

Under passenger charges collection agreements that we have negotiated with our airline customers, airlines that request payment period extensions are required to (i) reimburse passenger charges collected on behalf of the airports during no more than 60 days after the “operational average date” (and no later than the invoice date) for such charges; and (ii) provide cash, bonds, standby letters of credit, or other similar instruments as a guarantee for passenger charges. This guarantee must equal the highest passenger charges collected by the airline on an airport-by-airport basis for the previous year, covering a period equal to the requested payment period plus 30 additional days. Each airline granted a payment grace period must maintain the guarantee at an agreed-upon level. If an airline fails, it must reimburse the passenger charges when the applicable flight departs from the airport without any grace period. If the airline pays the airport on time, the airport must give the airline a 3% allowance of the value of each invoice billed within seven days after the payment date. The airline can then use this allowance to cover airport services, ticket counters, back-office leases, and passenger charges. In 2022, 2023, and 2024, we received payments within an average period of 63, 62, and 61 days under passenger charges collection agreements.

Passenger charges vary by airport and depend on whether the destination is national or international. International passenger charges are U.S. dollar-denominated but are invoiced and collected in pesos based on the average exchange rate the month before the flight. Domestic passenger charges are peso-denominated. The value of our revenues from international passenger charges is affected by fluctuations in the U.S. dollar value compared to the peso.

In 2022, 2023, and 2024, passenger charges accounted for around 87.4%, 87.2%, and 86.0% of our aeronautical services revenue in Mexico. Domestic passengers accounted for 52.5%, 54.1%, and 51.5%, respectively, while international passenger charges accounted for 47.5%, 45.9%, and 48.5%, respectively.

Passenger Charges in Jamaica

In Jamaica, MBJA and NMIA collect a passenger charge for each departing passenger on an aircraft, excluding infants, transit, and transfer passengers. We do not collect passenger charges from arriving passengers. Passenger charges are included in the passenger ticket. We issue invoices for those charges to each airline weekly. We record an account receivable for the invoice corresponding to a flight during the actual month of the flight. Passenger charges are invoiced in U.S. dollars for all airlines.

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In 2022, 2023, and 2024, passenger charges represented 65.7%, 66.2%, and 64.5%, respectively, of MBJA’s aeronautical revenues, and 44.5%, 42.5%, and 42.2% of MBJA’s total revenues.

In 2022, 2023, and 2024, passenger charges represented 55.7%, 50.3%, and 48.4%, respectively, of NMIA’s aeronautical revenues and 40.2%, 39.7%, and 32.4% of NMIA’s total revenues.

Aircraft landing charges

Aircraft landing charges in Mexico

Landing charges are fees airlines pay to use our runways, illumination systems, and other visual landing assistance services. The charges vary depending on the airport and are calculated based on the weight of the landing aircraft. This is determined as an average of the aircraft’s weight without fuel and the maximum takeoff weight. The time of landing, the origin of the flight, and the airline’s or client’s nationality are also considered.

In 2022, 2023, and 2024, aircraft landing charges represented approximately 7.1%, 7.2%, and 7.7% of our Mexican airports’ aeronautical revenues. In addition, they accounted for 4.5%, 4.1%, and 4.7%, respectively, of our Mexican airports’ total revenues (in 2022, 2023, and 2024. In these years, aircraft landing charges represented 5.7%, 5.5%, and 6.1%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Aircraft Landing Charges in Jamaica

Landing charges are collected from aircraft operators for landing at the airport. These charges are regulated by the JCAA and are calculated based on each landing aircraft’s maximum takeoff weight, as well as the flight’s origin, destination, and purpose.

In 2022, 2023, and 2024, aircraft landing charges represented 8.4%, 8.2%, and 8.1%, respectively, of MBJA’s aeronautical revenues and 5.7%, 5.2%, and 5.6% of MBJA’s total revenues.

In 2022, 2023, and 2024, aircraft landing charges represented 9.6%, 7.7%, and 7.4%, respectively, of NMIA’s aeronautical revenues and 6.8%, 5.2%, and 4.7% of NMIA’s total revenues.

Aircraft parking charges

Aircraft parking charges in Mexico

In Mexico, we charge carriers for using our facilities for their aircraft and passengers after landing. These charges include aircraft parking fees for loading and unloading passengers or cargo, and long-term aircraft parking that does not require passengers or cargo to be loaded or unloaded. The charges for loading and unloading passengers or cargo vary based on the time of day or night the service is provided, the aircraft’s maximum takeoff weight, the flight’s origin and destination, and the airline or client’s nationality. Meanwhile, charges for long-term parking vary based on the time of day or night the aircraft is parked, the length of time the aircraft stays parked, and the airline or client’s nationality. We collect aircraft parking charges for the entire duration an aircraft is on our aprons.

In 2022, 2023, and 2024, these charges represented 1.7%, 1.7%, and 2.0%, respectively, of our Mexican airports’ aeronautical revenues and 1.1%, 1.0%, and 1.1% of our Mexican airports’ total revenues (in 2022, 2023, and 2024, aircraft parking charges represented 1.4%, 1.3%, and 1.6%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Aircraft parking charges in Jamaica

In Jamaica, MBJA and NMIA collect parking charges from aircraft operators for any aircraft remaining on the ground at the airport for five hours or more. These fees are calculated based on 24-hour intervals and rounded up to one day for any ground stops that last for five hours or more during the first 24-hour interval. The parking charges are determined by the aircraft’s maximum takeoff weight and whether it is used for commercial, visiting, or domestic purposes.

In 2022, 2023, and 2024, aircraft parking charges represented 0.05%, 0.04%, and 0.04%, respectively, of MBJA’s aeronautical revenues and 0.03%, 0.03%, and 0.03% of MBJA’s total revenues.

In 2022, 2023, and 2024, aircraft parking charges represented 0.2%, 0.1%, and 0.2% of NMIA’s aeronautical revenues and 0.1%, 0.1%, and 0.2% of NMIA’s total revenues.

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Airport security charges

Airport security charges in Mexico

In Mexico, we assess an airport security charge on each airline based on the number of its departing terminal passengers (other than diplomats, infants, and transit passengers). This charge includes security equipment such as X-ray machines, metal detectors, and personnel. The amount of the charge depends on the time of day the services are used, the number of departing passengers, and the flight’s destination.

The AFAC and the Ministry of Public Security (Secretaría de Seguridad Pública) issue guidelines for airport security in Mexico periodically. In 2011, the AFAC established rules and procedures for inspecting carry-on baggage. See “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Non-Aeronautical Services – Recovery of Costs from Checked Baggage Screening at our Mexican Airports” in this section. We enhanced our security measures to meet these requirements by providing new training and operating procedures, upgrading our equipment, and hiring third-party security personnel. We also improved our coordination with other airports and airlines. However, as security is a top priority in our industry, we may need to update our security measures frequently to address new threats.

In 2022, 2023, and 2024, these charges represented approximately 1.0%, 1.0%, and 1.1% of our Mexican airports’ aeronautical services revenues. In addition, they represent approximately 0.6%, 0.6%, and 0.7%, respectively, of our Mexican airports’ total revenues. In 2022, 2023, and 2024, security charges represented 0.8%, 0.8%, and 0.8%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues.

Airport security charges in Jamaica

In Jamaica, MBJA and NMIA collect a security charge from each airline based on the number of departing terminal passengers (other than infants and transit and transfer passengers) using x-ray equipment, metal detectors, security personnel services, and other related security equipment. The JCAA regulates these charges, which are charged at a flat rate for all passenger categories.

In 2022, 2023, and 2024, airport security charges represented 7.0%, 6.9%, and 6.7% of MBJA’s aeronautical revenues and 4.7%, 4.5%, and 4.7% of MBJA’s total revenues.

In 2022, 2023, and 2024, airport security charges represented 31.3%, 28.7%, and 28.5%, respectively, of NMIA’s aeronautical revenues and 22.6%, 22.2%, and 23.8% of NMIA’s total revenues.

Passenger walkway and airport bus charges

Passenger walkway and airport bus charges in Mexico

In Mexico, airlines are required to pay fees for using passenger walkways to connect their aircraft to terminals and transporting passengers between terminals and aircraft via airport buses and other means of transportation. The cost of using passenger walkways is based on each unit or service rendered and is limited to a maximum of 30 minutes. On the other hand, charges for the customers’ transportation between terminals and aircraft via airport buses and other vehicles are determined based on the number of trips taken between the terminal and the aircraft.

Passenger walkways are only available at six airports in Mexico: Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Guanajuato, and Hermosillo. The operation of passenger walkways and airport buses is managed by an independent third party that also maintains relationships with airlines for their use of this equipment. As a result, the airport only receives recovery of cost revenues associated with the energy usage of the walkways and a per-unit fee for the use of the walkways and airport buses.

In 2022, passenger walkway and airport bus revenues equaled Ps.8.1 million, or 0.04% of our Mexican airports’ total revenues (0.04% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In 2023, passenger walkway and airport bus revenues equaled Ps.8.2 million, or 0.03% of our Mexican airports’ total revenues (0.04% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In 2024, passenger walkway and airport bus revenues equaled Ps.8.4 million, or 0.03% of our Mexican airports’ total revenues (0.03% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Passenger walkway charges in Jamaica

At MBJA, airlines are charged for connecting their aircraft to terminals through a passenger walkway or loading bridge. These charges are regulated by the JCAA and are billed at a flat rate per aircraft connection for the first two hours and at an hourly rate thereafter.

In 2022, 2023, and 2024, passenger walkway charges represented 2.2%, 2.1%, and 2.1% of MBJA’s aeronautical revenues and 1.5%, 1.4%, and 1.4% of MBJA’s total revenues.

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NMIA does not assess passenger walkway charges.

Leasing of space to airlines

Leasing of space to airlines in Mexico

We generate regulated revenues by leasing space in our airports to airlines for their operations. These revenues include leasing ticket counters, monitors, and back offices.

In 2022, 2023, and 2024, leasing of space to airlines represented approximately 0.8%, 1.3%, and 1.5%, respectively, of our Mexican airports’ aeronautical revenues, and about 0.5%, 0.7%, and 0.8% of our Mexican airports’ total revenues (in 2022, 2023, and 2024, revenues from leasing of space to airlines represented 0.7%, 1.0%, and 1.0%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Leasing of space to airlines in Jamaica

MBJA and NMIA receive revenues from leasing land and space, such as back offices and ticket offices, storage, vehicle and aircraft maintenance areas, and ground handling equipment space. Land and space leasing is not considered a regulated activity by the JCAA.

Complementary services

Complementary services in Mexico

At our Mexican airports, we generate revenues by charging access and other fees to third-party providers of services such as baggage handling, catering, aircraft maintenance and repair, and fuel. These fees are included in the revenues regulated under our maximum-rate price regulation system. The fees for each third-party service provider are determined based on a percentage of its total revenues.

Under the Mexican Airport Law, we are obligated to provide complementary services at our airports if there are no third-party providers. For example, Menzies Aviation, S.A. de C.V., Aveespress, S.A. de C.V., and Administradora Especializada en Negocios, S.A. de C.V. (a subsidiary of Aeroméxico Group), currently manage most of the baggage handling services at our Mexican airports. If these third-party providers cease to provide the services, we would be required to either provide the services ourselves or find other providers.

The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares), also known as “ASA,” is a corporation owned by the federal government, and it maintains an exclusive contract to sell fuel at all of our Mexican airports. We charge ASA a nominal access fee. ASA, in turn, is required to purchase all of its fuel from Petróleos Mexicanos (“Pemex”), a decentralized public entity of the Mexican federal government. If the Mexican government privatizes fuel supply activities in the future, the terms of our Mexican concessions state that it will be done through a competitive bidding process.

We have contracts with 45 companies that provide the most complementary services at our twelve Mexican airports. In 2022, 2023, and 2024, revenues from complementary service fees represented approximately 1.3%, 1.6%, and 1.7%, respectively, of our Mexican airports’ aeronautical revenues services, and approximately 0.9%, 0.9%, and 1.0%, respectively of our Mexican airports’ total revenues (in 2022, 2023, and 2024, revenues from complementary service fees represented 1.1%, 1.2%, and 1.3%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Complementary services in Jamaica

In Jamaica, MBJA and NMIA generate revenue by charging access and other fees to third-party providers of services such as refueling, in flight catering, ground handling, and FBO services. Refueling services are provided by a consortium of Gulf Stream Petroleum SRL (formerly Total) and GB Energy. The consortium leases land from MBJA and NMIA, on which they will construct an aviation fuel storage facility. Each operator pays MBJA and NMIA a fuel concession fee based on the number of gallons of fuel sold through the airport’s fueling system. Goddard Catering provides in flight catering through an exclusive contract inherited from the AAJ. The three ground handling services, AJAS, GCG Ground Services (Jamaica) Limited (formerly Jamaica Dispatch), and Eulen America, pay a fee per aircraft and cargo handling and a vehicle permit for vehicles accessing the ramp. IAM Jet Center is the licensed operator that provides FBO services at MBJA and NMIA. The airports are not required by law to provide complementary services, even if a third party is not providing such services at the airports.

In 2022, 2023, and 2024, revenues from complementary service fees represented 16.7%, 16.6%, and 17.0% of MBJA’s aeronautical revenues. In addition, they represented 11.3%, 10.6%, and 11.8%, respectively, of MBJA’s total revenues.

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In 2022, 2023, and 2024, revenues from complementary service fees represented 9.7%, 9.2%, and 8.8% of NMIA’s aeronautical revenues. In addition, they represented 7.0%, 7.3%, and 7.4% of NMIA’s total revenues.

Cargo handling

Cargo handling in Mexico

Cargo-related revenues include revenues from leasing of space at our airports to handling agents and shippers, landing fees for each arriving aircraft carrying cargo, and a portion of the revenues earned from other complementary services for each workload unit of cargo. Cargo-related revenues are largely regulated and, therefore, subject to maximum rates applicable to regulated revenue sources. Increases in cargo volume benefit us for maximum rate calculations, as cargo increases the number of workload units.

Historically, revenues from cargo handling at our airports have represented an insignificant percentage of our total revenues. However, Mexico has enormous potential for growth in the volume of cargo transported by air. Miami and Los Angeles international airports currently handle a substantial portion of cargo originating in the United States and destined for Latin America. We believe that a portion of this cargo could be routed more efficiently through our Guadalajara airport or our Tijuana airport.

In 2022, 2023, and 2024, our Mexican airports handled 240.9 thousand, 232.2 thousand, and 245.8 thousand metric tons of cargo, respectively. Guadalajara International Airport represents the bulk of our cargo volume. It accounts for approximately 73.4%, 71.1%, and 70.7% of the cargo handled by our Mexican airports in 2022, 2023, and 2024, respectively.

Cargo handling in Jamaica

Most of the cargo transported through Jamaican airports is carried on passenger aircraft, also known as belly cargo. There are only two cargo carriers at the airports, both of which use small aircraft. There are no significant revenues from cargo handling at either our Montego Bay airport or our Kingston airport.

In 2022, 2023, and 2024, the Montego Bay airport handled 5.4 thousand, 5.3 thousand, and 5.3 thousand metric tons of cargo, respectively.

In 2022, 2023, and 2024, NMIA handled 13.7 thousand, 17.1 thousand, and 26.4 thousand metric tons of cargo, respectively.

Ground transportation

Permanent ground transportation in Mexico

Ground vehicles and taxi companies pay an access fee to operate on our airports’ premises in Mexico, and we earn revenues from these fees. Mexican law regulates our revenues from providers of ground transportation services considered “permanent,” including access fees charged to taxis and buses. Taxi rates for passengers are also subject to regulation.

Non-aeronautical services

General

Historically, non-aeronautical services have contributed a significantly smaller portion of our revenues compared to aeronautical services. In 2022, non-aeronautical services accounted for 23.1% of our total revenues; this increased to 24.2% in 2023 and 28.6% in 2024. Our revenue from non-aeronautical services primarily stems from commercial activities.

We implement two primary business strategies to enhance our commercial revenue:

Business operated by third parties: We conduct thorough market analysis, brand studies, and consumer behavior research to carefully select business operators who bring innovative concepts and strong brand recognition. Furthermore, we modernize terminal spaces and develop new projects aimed at increasing commercial revenue per passenger. In 2023, GAP concentrated on comprehensive market research to identify our passengers’ preferences and to create a new brand offering mix. As a result, the Guadalajara airport became the first in our group to introduce a unique commercial selection that includes well-known brands such as Shake Shack, Los Otates, Maestro Dobel, Farine, Pastriva, Starbucks, La Imperial, Guy Fieri Highball Lounge, Ojo de Agua, Petit Gourmet, Le Pain Quotidien, Moshi Moshi, Loma Linda, Chili's, Gongcha, and a food court featuring Carl’s Jr., KFC, Subway, and Tacos Don Miguelon.

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Business operated directly by us: We continuously strive to improve this business operated directly by us, which include VIP lounges, parking, convenience stores, advertising, and since March 2024, a hotel with 180 rooms at Guadalajara airport. We also actively seek new business opportunities, as evidenced by our two recent acquisitions: one company specializing in cargo logistics services at Guadalajara airport and another focused on leasing spaces for similar activities at Tijuana airport. In 2024, construction began on office spaces for rental at Guadalajara airport, and the international VIP Lounge underwent renovations. Additionally, all our convenience stores received a refreshed look, with only two units remaining at Los Mochis, projected for completion by the end of 2025.

None of our revenues from non-aeronautical services are subject to regulation under the Mexican price regulation system. In Jamaica, all revenues from non-aeronautical services at our airports are unregulated, except for revenues from car parking facilities.

Revenues from Commercial Activities

Privatized airports generate a significant portion of their revenues from commercial activities, which largely depend on passenger traffic, its passengers’ level of spending, terminal design, the mix of retail tenants, and the basis of fees charged to businesses operating at the airport. Revenues from commercial activities also heavily rely on international passengers, who tend to spend more, particularly on duty-free items. Consequently, it has become more relevant to prioritize the passenger experience by generating more commercial revenue at our airports.

After COVID-19, efforts to transform the passenger experience intensified, presenting an opportunity to generate more commercial revenue. Since 2023, the demand for food and beverages—both nationally and internationally—has surged, eventually surpassing retail market sales and becoming a key business line for airports.

We currently have the following types of commercial activities at each of our airports:

•Leasing of space. We generate revenue by leasing space in our terminals to airlines and other service providers for certain non-essential activities. These activities include first-class/VIP lounges, which are not subject to price regulation under our maximum rates. We categorize these as non-aeronautical commercial activities. For instance, third-party operated first-class/VIP lounges such as Salon Beyond Banamex and Aeromexico’s Club Premier at Guadalajara airport, are examples of these non-aeronautical commercial offerings.

•Retail stores. Our Company generates revenue by leasing space in our terminals to various retail businesses, including souvenir and gift shops, fashion and footwear stores, pharmacies, jewelry stores, electronics shops, cosmetics outlets, and more. We have recently completed renovations in the commercial areas of our main airports to enhance the product offerings in these retail stores. In 2023, we conducted a bidding process for 23 retail spaces at Guadalajara airport. By 2024, all these spaces were awarded, completing our capacity expansion in the international departure lounge. However, a request for proposals (RFP) for retail space in the domestic departure lounge is expected to be released in 2025. A series of brand performance studies conducted in 2024 indicated that retail market share will continue to decline in the coming years. Consequently, we repurposed six retail spaces at Tijuana Airport and transformed them into new food and beverage units.

•Food and beverage services. Since 2023 and continuing into 2024, our company has generated significant revenue from leasing space in our terminals to various food and beverage services. In fact, revenues from food and beverage services increased by 15.7% in 2024 compared to the previous year, making this a crucial business line for us. In 2023, we released a retail and Food and Beverage (F&B) RFP for the Mixed-Use Building at Guadalajara Airport. Six F&B units were granted to operators such as Domino’s, P.F. Chang’s, Italiannis, Shake Shake, and Farolito, starting operations in 2024. For the six repurposed retail units at Tijuana Airport, operations began in the fourth quarter of 2024 with the opening of a Shake Shack unit. To maximize revenue in this segment, we expect to release RFPs for food and beverage services at Puerto Vallarta and Guadalajara airports in 2025. We will continue to conduct brand performance studies to assess the revenue per square meter for each of our airport terminals.

•Car rentals. We generate revenue by leasing space in our terminals to car rental service companies, which includes parking spots, lots, and car rental reservation booths. In 2021, we solicited bids from car rental businesses at Los Mochis, Tijuana, and Los Cabos airports. The expansion of the check-in area at Tijuana airport in 2022 improved commercial conditions and increased revenue. As part of this expansion project, we allocated additional parking spaces to car rental companies. In 2023, we initiated several bids for rental car companies at the airports in Aguascalientes, Guanajuato, Guadalajara, Hermosillo, and Los Cabos. These efforts allow us to expand our business operations by adding new car rental providers at the Guanajuato, Guadalajara, Hermosillo, and La Paz Airports airports. In 2024, we held a bidding process at Morelia airport to boost revenue and create opportunities for new operators. This initiative aims to diversify our service offerings and enhance the commercial conditions at the airport by allowing new participants to enter the market, thereby contributing to operational growth. Additionally, we are preparing a car rental bidding process for 2025 at two of our group’s largest airports, aiming to improve commercial revenue and create opportunities for new brands in the car rental market.

•Timeshare marketing and sales. We get revenues from timeshare developers to whom we rent space in our Mexican airports to market and sell timeshare units.

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•Duty-free stores. We have duty-free stores at several airports, including Los Cabos, Puerto Vallarta, Guanajuato, Guadalajara, Tijuana, Montego Bay, and Kingston. Our primary goal is to provide international passengers with easy access to the airport’s commercial area and ensure they receive high-quality service at our duty-free stores. In 2024, we opened a new duty-free store covering 234 square meters at Guadalajara airport. Additionally, the contracts for the duty-free stores at Puerto Vallarta and Guanajuato Airports were renewed in 2024, and these stores began operations under more favorable financial conditions in the first quarter of 2024.

•Communications. We have recently consolidated all telephone and internet services at our Mexican airports under a single provider. As part of our agreement with this provider, we charge a monthly rental fee. At Jamaica’s airports, two communication companies, Digicel and Flow, offer cellular and fixed-line telephone services. However, fixed-line telephone services have reached maturity and are expected to decline due to the increasing use of mobile phones. On the other hand, there has been a rising demand for space outside our terminals to install cellular antennas, which will enhance the service provided to our passengers. All of our airports offer wireless internet service, which has been free for passengers since 2019. Additionally, we have been selling advertising on our wireless internet since 2020. In August 2023, we began negotiations with Total Play to seek an additional option for carrier services, the new contract was signed in the second half of 2024.

•Financial services. In recent years, we have upgraded and modernized the spaces we lease to financial service providers, including currency exchange bureaus and tax return offices. We have also improved our contract with our primary financial service provider, Globo Cambio. We have designated a specific area for the HSBC financial institution within the mixed-use building at Guadalajara Airport to continue offering banking services. Additionally, new banks such as BBVA and Scotiabank have signed contracts to strengthen their presence at several of our airports. In September 2024, HSBC resumed operations in the mixed-use building, once again providing financial services to customers and the airport community. During the first half of 2024, Banregio installed ATMs, expanding the range of financial services available to passengers. Furthermore, we initiated negotiations with Euronet to establish a presence at our airports, leading to the installation of the first two ATMs by the end of the year. Discussions with Banamex also began, aiming to expand their presence at our airports in 2025.

•Ground transportation. According to Mexican law, non-permanent ground transportation service providers, such as charter buses, are classified as non-aeronautical commercial activities and are not subject to price regulations under maximum rates. In Jamaica, the Montego Bay airport generates revenue from ground transportation vehicles and taxi companies that pay an access fees to operate on the airport premises. Operators are required to pay monthly fees for each vehicle they operate at the airport, as well as for any commercial space they use. The access fees for ground transportation, charged to taxis and buses, are not regulated and are set by the airports. In 2022, several restricted area access contracts were negotiated with companies like Estafeta, TUM Logistics, and Able Cargo Transportation. With the recovery of the aviation industry, the demand for ground transportation services has also increased. For example, operators at Guadalajara airports are hiring more drivers and expanding their fleet to provide better service to passengers. Airports are currently analyzing data to assess the demand for ground transportation in order to enhance passenger service. To comply with COFECE regulations, taxi companies at Guadalajara and Morelia airports have been separated. They now operate independently, both physically and within the sales system.
 

We currently operate the following commercial lines directly:

•Parking facilities. We manage car parking facilities at all of our airports, with our main locations being Guadalajara and Tijuana. The revenue generated from these parking facilities is directly linked to passenger traffic. Currently, in Mexico, there are no maximum rates set for parking; however, if the Mexican Antitrust Commission (Comisión Federal de Competencia) determines that there are no competing alternatives for parking at certain airports, they may become regulated. In Jamaica, parking fees for car facilities are set by the Ministry of Transport and Mining (MTM), but we are actively lobbying the Jamaican Government to allow us to set these fees at commercial rates. In recent years, we have invested in expanding our parking facilities at several airports, including Guadalajara, Tijuana, Guanajuato, and Mexicali. As a result, there has been a 4% increase in public parking spaces in 2023. In 2024, we expanded Guadalajara’s short stay parking by 33.3%. Additionally, in Mexicali, we created a long-term parking lot with a capacity of 400 spaces, and another lot with 200 spaces is currently under construction. At Tijuana airport, we developed a long-term parking facility with 1,200 spaces, which includes a shuttle service and a waiting room.

•Convenience stores. By the end of December 31, 2024, we operated 31 convenience stores and 64 vending machines in Mexican airports. In 2024, we opened one store at Guadalajara Airport and another at La Paz Airport. We also carried out a rebranding of nearly all our stores, with two stores in Los Mochis still pending renovation, expected to be concluded during 2025. Additionally, we relocated a store to Terminal 1 at Los Cabos airport. By the end of 2024, our revenue increased by 14.6% compared to 2023.

•VIP lounges. In 2024, we operated a total of 13 VIP lounges across nine airports in Mexico. These included two lounges in Guadalajara, two in Los Cabos, and three in Puerto Vallarta, as well as one lounge each in Aguascalientes, Guanajuato, Hermosillo, La Paz, Tijuana, and Mexicali. Our VIP lounges in Mexico welcomed over 1.5 million visits in 2024, reflecting an increase of 12.6% from the previous year. The VIP Lounges in Guadalajara experienced a significant rise of 20.8%, while those in Los Cabos and Puerto Vallarta saw increases of 3.4% and 12.3%, respectively. In 2020, we rebranded our VIP lounges, enhancing

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their overall image. During the third quarter of 2023, we implemented an automatic system to streamline the check-in process for our guests. Additionally, in 2022, we introduced VIP PASSPORT, our membership program that grants users access to our VIP lounges. In 2024, we sold 6,160 memberships, making a remarkable 97.6% increase from the previous year. At Montego Bay airport, our VIP lounges are operated by a third party, which has two lounges, one in the arrivals area and another in the departures area. In 2021, we renegotiated the lease terms with this third party. The fees for the departures area lounge increased from 20.0% to 23.0% in the first year, followed by a second increase of 25%, and from 10.0% to 12.0% in the VIP Lounge in the arrivals area. Similarly, at Kingston airport, a third party operates our VIP Lounge. In 2024, our Aguascalientes VIP Lounge was awarded the “Best VIP Lounge in North America” recognition by the Priority Pass Excellence Awards. Making it the top-rated premiere lounge amongst 379,000 users.

•Advertising. In 2024, our total revenue increased by 23% compared to 2023. The digital transformation strategy we initiated in 2021 has proven to be highly effective and is crucial in driving our advertising revenue. Airport digital advertising has seen substantial growth in recent years, prompting us to continue expanding and implementing new digital spaces. Notably, our digital revenue experienced a remarkable 45% increase compared to 2023. We provide high-impact inventory designed to accommodate a wide range of budgets. Our media spaces offer 24/7 visibility at a competitive cost per impression, giving brands the flexibility to choose combinations that align best with their business objectives. These spaces reach millions of passengers, including both consumers and C-suite executives—an audience that can be particularly challenging for B2B advertisers to engage effectively. Additionally, our media placements are strategically positioned to ensure maximum impact.

•FBO. In 2024, we continued the refurbishment of the Fixed Base Operator (FBO) building at Los Cabos Airport to enhance the experience for both passengers and crew. In 2023, we successfully completed a bidding process with private aviation operators, selecting two operators to continue using the facilities. We also maintained our ground handling services under the brand “Primesky,” ensuring we met all service and operational requirements. As a result of our efforts, the FBO experienced a 21.2% increase in revenue compared to 2023. Additionally, construction of a new hangar with the capacity for six aircraft has commenced and is expected to be completed in 2025. In 2023, we repurposed an area in the General Aviation Terminal (GAT) at Hermosillo Airport to create Primesky facilities, which offer value-added services for passengers and pilots, including both above-wing and below-wing services. In 2024, this initiative generated revenue of Ps.2.0 million. We also began the refurbishment of the FBO terminal at La Paz Airport in 2024 to establish Primesky facilities. Operations at this location are set to commence during the first half of 2025. In the fourth quarter of 2023, a Request for Proposal (RFP) for two FBOs was released for Guadalajara Airport. As a result of this RFP, Guadalajara Airport will have a new FBO operating under the name Universal Aviation by 2025.

•Leasing of Spaces for Cargo Logistics: In the second quarter of 2023, we acquired Inmuebles Especializados Matrix in Tijuana to offer our clients new spaces for hangars and cargo operations.

•GWTC Acquisition: On June 2024, we acquired 51.5% of the shares of the Guadalajara World Trade Center. This company specializes in handling, storage, and custody services for international trade merchandise in facilities qualified as fiscal precincts at the Guadalajara and Puebla airports.

•Corporate Offices: In 2024, we began constructing the first office rental building at Guadalajara Airport. In the fourth quarter, Volaris initiated operations as part of the expansion of its corporate offices.
 

Domestic passengers in Mexico

In 2022, 2023, and 2024, domestic passengers represented approximately 63.8%, 64.4%, and 62.3% of our Mexico terminal passenger traffic, respectively (CBX users at our Tijuana airport were considered international passengers). In addition, we estimate that the minority of our international passengers in Mexico are Mexicans traveling to or from the United States. Through surveys and studies conducted at our airports to better understand the consumption habits of our passengers, we have found that the spending habits of these Mexican international passengers are more similar to those of our domestic passengers. This is because Mexican international passengers generally purchase fewer products than international passengers. To increase consumer spending, we increased the brand recognition of commercial spaces and their products. Based on the surveys and studies we have conducted; this strategy will likely contribute to the growth of consumption among our domestic passengers and our Mexican international passengers. In 2022, 2023, and 2024, consumer spending per passenger in our Mexican airports increased by 7.5%, 5.4%, and 13.2%, respectively, compared to the previous year, partially due to implementing these strategies.

Recovery of Costs from Checked Baggage Screening at our Mexican Airports

Currently, we have baggage screening equipment installed in eleven out of twelve of our Mexican airports. An explosives trace detector system is also operational in our Los Mochis airport. As of December 31, 2024, we have signed agreements to operate the baggage screening equipment with every airline customer, and 99.3% of the passengers traveling through our Mexican airports were using the baggage screening system.

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We incur ongoing expenses to maintain and operate this equipment, which we currently recover from our airline customers. For more information on screening equipment, see “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions.”

Recent Expansion and Development of Commercial Areas

Privatized airports typically generate between 20% and 30% of their total revenues from commercial activities. In 2022, 2023, and 2024, revenues from non-aeronautical services at our airports accounted for 23.1%, 24.2%, and 28.6% of our total revenues, respectively. As a key part of our business strategy, we have been focused on increasing our commercial revenues by implementing the following initiatives:

•Redesigning and expanding the space available in our airport terminals allocated to commercial activities:

To boost revenues from commercial activities, we have expanded and redesigned certain terminals at our Mexican airports to accommodate more commercial businesses. In addition, we have redirected the flow of passengers through our airports to increase their exposure to commercial areas. For instance, at Guadalajara airport, the redesigned layouts include food and beverage units located on a newly constructed terrace where passengers can enjoy being outdoors while waiting for their flights. A similar layout has been in place at Los Cabos Airport since 2020. The expanded commercial offer includes new concepts in food and beverages.

•Renegotiating agreements with terminal tenants to be more consistent with market practices:

We have improved our lease agreements with existing tenants by transitioning them to royalty-based lease contracts, where lease amounts are determined by the tenants’ revenues, subject to minimum fixed amounts. Based on the nature of our tenants’ operations, we estimate that approximately 90.4% of current commercial revenues could be arranged as royalty-based contracts. Approximately 98.4% of the contracts that could be arranged as royalty-based have already been executed under those conditions.

•New project development:

In 2016, we engaged a leading hospitality industry consultant to create a mixed-use development at our airport in Guadalajara. Based on the market study results, we developed a building that includes a hotel, commercial spaces, and office spaces. The construction of the mixed-use building began in 2021 and is 45,767 square meters. In 2023, bids were released and granted to operators. The hotel started operations on March 26, 2024; it has 180 rooms and is operated by Hilton. We dedicated 5,732 square meters to commercial spaces, including retail, food and beverage, which began operations in the second half of 2024. In addition, we have 12,330 square meters of office spaces that will be in full operation in 2025.

Marketing Activities

Our marketing strategy for aeronautical services is focused on attending business conferences organized by public and private organizations, such as the International Air Transport Association, and annual conferences like “Routes Americas” and “World Routes” conferences organized by United Business Media. These conferences provide a platform for airlines to exchange information relating to changes in routes and flights. We also work through several one-to-one meetings with domestic and international airlines to discuss route opportunities and performance. In 2024, 63 new routes were opened to and from our airports (as compared to 81 new routes during 2023 and 37 during 2022), many of which originated from air service development work during the past decade. Our airport marketing department works with various airline marketing consultants to gain market intelligence and databases to execute our network expansion strategy better.

Recognition of Revenues from Improvements to Concession Assets

We recognize revenues and associated costs of improvements to concession assets that we are obligated to perform. The Master Development establish these improvements at our Mexican airports, and the Capital Development Program at our Jamaican airports. Revenues represent the value of the exchange between us and the respective governments regarding these improvements. This is because we construct or provide improvements to the airports as obligated under the Master Development Programs and the Capital Development Program. In exchange, the governments grant us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We have determined that our obligations under the Master Development Programs and the Capital Development Program should be considered to be a revenue-earning activity as all expenditures necessary to fulfill the Master Development Programs and the Capital Development Program are included in the maximum tariffs and regulated charges that we charge our customers. Consequently, revenue and expense are recorded in profit or loss when expenditures are made. The cost of such additions and improvements to concession assets is based on the actual costs we incurred in executing the additions or improvements. This is based on the investment requirements in the Master Development Programs and the Capital Development Program. Through bidding processes, we contract third parties to carry out such construction. The revenues for these services are equal to the costs incurred, as we do not obtain any profit margin for these construction services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to passenger traffic, the main driver of our revenues. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies.”

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Our Mexican Airports

In 2024, our Mexican airports handled 55.3 million terminal passengers. Our two major airports, Guadalajara International Airport and Tijuana International Airport, which serve significant metropolitan areas, accounted for 54.9% of our Mexican airports’ total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, our main Mexican airports serving popular tourist destinations, accounted for 25.8% of our Mexican airports’ total terminal passenger traffic in 2024. Guanajuato International Airport, our largest airport in a mid-sized city, accounted for 5.7% of our Mexican airports’ total terminal passenger traffic in 2024.

All of our Mexican airports are designated as international airports under Mexican law. This means they are well-equipped to receive international flights and maintain customs and immigration facilities, which the Mexican government operates.

The following table shows the sum of aeronautical and non-aeronautical revenues for each of the Mexican airports for the years indicated:

Sum of Aeronautical and Non-Aeronautical Revenues by Mexican Airport

		Year ended December 31,
		2022					2023					2024
			(thousands of pesos)
Guadalajara		Ps.		5,439,221			Ps.		6,307,949			Ps.		6,689,617
Los Cabos				3,804,645					4,101,203					4,024,783
Tijuana				3,223,648					3,537,921					3,308,874
Puerto Vallarta				2,802,324					3,054,140					3,001,462
Guanajuato				915,624					1,106,152					1,107,942
Hermosillo				536,194					623,490					631,479
Morelia				411,710					476,230					471,828
La Paz				302,061					319,285					341,117
Mexicali				325,751					421,725					273,270
Aguascalientes				245,834					247,742					264,954
Los Mochis				115,071					130,418					161,171
Manzanillo				61,808					63,427					75,564
Total		Ps.		18,183,891			Ps.		20,389,682			Ps.		20,352,062

The following tables set forth the passenger traffic volume for each of our Mexican airports for the years indicated:

Passenger Traffic by Mexican Airport

		Year Ended December 31,
		2022												2023												2024
		Terminal (1)				Transit (2)				Total				Terminal (1)				Transit (2)				Total				Terminal (1)				Transit (2)				Total
Total Passengers:
Guadalajara			15,606,625				13,829				15,620,454				17,710,200				10,804				17,721,004				17,848,690				29,483				17,878,173
Tijuana			12,324,561				1,352				12,325,913				13,194,869				5,308				13,200,177				12,545,759				34,577				12,580,336
Los Cabos			7,019,285				19,769				7,039,054				7,715,631				18,140				7,733,771				7,488,194				21,328				7,509,522
Puerto Vallarta			6,208,712				8,024				6,216,736				6,790,100				8,262				6,798,362				6,803,538				7,387				6,810,925
Guanajuato			2,603,216				10,694				2,613,910				3,220,833				14,417				3,235,250				3,169,031				12,037				3,181,068
Hermosillo			1,945,361				30,437				1,975,798				2,189,862				32,320				2,222,182				2,156,884				19,914				2,176,798
Mexicali			1,298,831				8,572				1,307,403				1,603,625				5,853				1,609,478				1,034,103				7,430				1,041,533
Morelia			1,172,738				6,653				1,179,391				1,384,262				9,149				1,393,411				1,304,639				10,577				1,315,216
La Paz			1,079,680				4,341				1,084,021				1,115,822				3,615				1,119,437				1,206,011				3,615				1,209,626
Aguascalientes			929,330				3,542				932,872				928,025				1,704				929,729				961,770				1,313				963,083
Los Mochis			423,986				7,438				431,424				470,721				3,651				474,372				585,228				2,266				587,494
Manzanillo			165,788				2,460				168,248				180,533				1,911				182,444				218,408				563				218,971
Total			50,778,113				117,111				50,895,224				56,504,483				115,134				56,619,617				55,322,255				150,490				55,472,745

(1) Includes arriving and departing passengers as well as transfer passengers (passengers who arrive 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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		Year Ended December 31,
		2022												2023												2024
		Domestic				International				Total				Domestic				International				Total				Domestic				International				Total
Departing Terminal    Passengers:
Guadalajara			5,560,386				2,290,143				7,850,529				6,244,733				2,680,797				8,925,530				5,944,226				3,041,533				8,985,759
Tijuana			3,981,390				1,977,026				5,958,416				4,285,644				2,028,889				6,314,533				4,027,354				1,950,971				5,978,325
Los Cabos			1,259,914				2,236,261				3,496,175				1,463,118				2,394,740				3,857,858				1,392,322				2,351,199				3,743,521
Puerto Vallarta			1,314,365				1,799,791				3,114,156				1,411,250				1,992,524				3,403,774				1,401,044				2,019,897				3,420,941
Guanajuato			902,463				410,596				1,313,059				1,169,427				466,444				1,635,871				1,044,219				552,013				1,596,232
Hermosillo			860,423				52,248				912,671				966,588				51,667				1,018,255				983,158				54,836				1,037,994
Mexicali			575,049				5,605				580,654				734,929				6,338				741,267				481,453				6,561				488,014
Morelia			340,233				251,931				592,164				406,865				305,726				712,591				330,851				331,238				662,089
La Paz			520,656				18,515				539,171				548,555				11,962				560,517				592,488				12,010				604,498
Aguascalientes			336,566				129,401				465,967				309,516				158,747				468,263				307,568				179,830				487,398
Los Mochis			209,040				6,939				215,979				233,709				6,523				240,232				289,784				7,338				297,122
Manzanillo			42,993				39,643				82,636				50,143				39,135				89,278				57,132				51,256				108,388
Total			15,903,478				9,218,099				25,121,577				17,824,477				10,143,492				27,967,969				16,851,599				10,558,682				27,410,281

		Year Ended December 31,
		2022						2023						2024
		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Arriving Terminal    Passengers:
Guadalajara		5,594,920		2,161,176		7,756,096		6,258,117		2,526,553		7,756,096		5,995,321		2,867,610		8,862,931
Tijuana		4,127,677		2,238,468		6,366,145		4,584,713		2,295,623		6,366,145		8,690,701		2,163,177		10,853,878
Los Cabos		1,317,875		2,205,235		3,523,110		1,502,589		2,355,184		3,523,110		1,438,118		2,306,555		3,744,673
Puerto Vallarta		1,340,137		1,754,419		3,094,556		1,448,818		1,937,508		3,094,556		1,440,886		1,941,711		3,382,597
Guanajuato		926,214		363,943		1,290,157		1,176,166		408,796		1,290,157		1,072,387		500,412		1,572,799
Hermosillo		1,006,824		25,866		1,032,690		1,147,751		23,856		1,032,690		1,091,246		27,644		1,118,890
Mexicali		717,446		731		718,177		861,749		609		718,177		545,399		690		546,089
Morelia		332,943		247,631		580,574		388,937		282,734		580,574		315,006		327,544		642,550
La Paz		533,251		7,258		540,509		553,412		1,893		540,509		599,415		2,098		601,513
Aguascalientes		358,233		105,130		463,363		330,226		129,536		463,363		328,546		145,826		474,372
Los Mochis		207,586		421		208,007		230,065		424		208,007		287,596		510		288,106
Manzanillo		54,916		28,236		83,152		62,680		28,575		83,152		71,137		38,883		110,020
Total		16,518,022		9,138,514		25,656,536		18,545,223		9,991,291		25,656,536		21,875,758		10,322,660		32,198,418

The following table shows the passengers who used the CBX facilities to travel from the United States to Mexico and vice versa, who are reported as international passengers in the Tijuana airport.

		Year ended December 31,
		2022				2023				2024
CBX/Tijuana			1,949,457				1,994,023				1,905,419
Tijuana/CBX			2,237,067				2,294,008				2,143,222
Total			4,186,524				4,288,031				4,048,641

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The following table sets forth the air traffic movement capacity of each of our Mexican airports as of December 31, 2024:

Capacity by Mexican Airport in 2024

		Peak air traffic movements per hour (1)				Runway capacity (2)
Guadalajara			47				52
Tijuana			30				36
Los Cabos			48				42
Puerto Vallarta			45				39
Hermosillo			20				33
Guanajuato			18				18
La Paz			16				14
Mexicali			9				14
Aguascalientes			14				14
Morelia			12				13
Los Mochis			12				16
Manzanillo			17				17

(1)Represents the greatest number of air traffic movements in a single hour during the year. Includes commercial and general aviation operations (demand).

(2)Air traffic movements per hour (capacity).

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

Air Traffic Movements by Mexican Airport (1)

		For the year ended December 31,
		2022				2023				2024
Guadalajara			175,761				173,344				164,167
Tijuana			93,090				95,788				90,601
Los Cabos			66,820				68,280				67,454
Puerto Vallarta			70,144				67,906				67,199
Guanajuato			33,683				37,769				37,836
Hermosillo			37,554				36,309				36,102
Mexicali			13,046				14,794				9,615
Morelia			13,031				15,304				14,270
La Paz			19,121				18,262				19,320
Aguascalientes			16,349				16,896				15,690
Los Mochis			9,331				9,346				11,453
Manzanillo			5,237				5,567				6,105
Total			553,167				559,565				539,812

(1)Includes departures and arrivals.

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

Average Passengers per Air Traffic Movement by Mexican Airport (1)

		Year ended December 31,
		2022				2023				2024
Guadalajara			89			102					109
Tijuana			132			138					138
Los Cabos			105			113					111
Puerto Vallarta			89			100					101
Guanajuato			77			85					84
Hermosillo			52			60					60
Mexicali			100			108					108
Morelia			90			90					91
La Paz			56			61					62
Aguascalientes			57			55					61
Los Mochis			45			50					51
Manzanillo			32			32					36
Average			92				101				84

(1)Includes number of total passengers within the total number of air traffic movements.

The following table sets forth the air traffic movements in our Mexican airports for the years indicated in terms of commercial, charter and general aviation:

Air Traffic Movements in Mexican Airports by Aviation Category (1)

		Year ended December 31,
		2022				2023				2024
Commercial aviation			420,430				430,599				416,553
Charter aviation			25,496				22,957				20,407
General aviation and other			107,241				106,009				102,852
Total			553,167				559,565				539,812

(1)Includes departures and landings for all twelve Mexican airports.

Guadalajara International Airport

Guadalajara International Airport is our largest Mexican airport in terms of passenger traffic, air traffic movements, and aeronautical and non-aeronautical revenues. According to SICT, it was the third busiest airport in Mexico in 2024 regarding commercial aviation passenger traffic, handling 17.8 million terminal passengers, accounting for approximately 32.3% of our Mexican airports’ terminal passenger traffic. Approximately 66.9% of the terminal passengers were domestic passengers, while 33.1% were international passengers. It is estimated that a many of the airport’s international passengers are Mexicans living in the United States visiting Guadalajara. The airport also serves many business travelers traveling to and from Guadalajara. Since its passengers are primarily domestic, Mexican economic conditions affect the airport’s passenger traffic and operations results.

Guadalajara International Airport is approximately 20 kilometers from Guadalajara, with a population of approximately 5.3 million. Guadalajara is Mexico’s second-largest city by population and the capital of the state of Jalisco, the country’s second-largest state by population. Guadalajara is a significant hub for ground and air transportation as it is a major center for the Mexican national highway system. Guadalajara is a crucial center for agricultural commerce since Jalisco is a significant producer. The state is also essential to Mexico’s maquiladora industry, particularly in the electronic, computer equipment, and clothing industries. The maquiladora industry in Jalisco grew significantly in the 1990’s as maquiladoras moved away from the U.S.-Mexico border, seeking lower labor costs and a more diverse labor pool.

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A total of 12 airlines operate at the airport, of which the principal airlines are Volaris, Viva, and Aeromexico. The leading non-Mexican airlines operating at the airport are American, Alaska, United, and Delta. Airlines operating at the airport reach 61 destinations. Of these destinations, Mexico City, Tijuana, Los Angeles and Monterrey are the most popular.

Guadalajara International Airport operates 24 hours a day and has two operating parallel runways. One runway has a length of 4,005 meters and a full parallel taxiway, while the other runway has a length of 3,583 meters, the separation between both runways is 270 meters between center lines, the runways system is provided with a full parallel taxiway. In the second half of 2024, the new runway (11L-29R) began operations, with this expansion of the maneuvering area the capacity at the airport is 52 air traffic movements per hour.

Additionally, the airport has an Instrument Landing System (“ILS”) CAT I to assist pilots during poor weather conditions. The airport has a main commercial terminal that spans an area of approximately 95,000 square meters and a large parking facility consisting of an additional 68,000 square meters. The terminal has 31 gates and 37 remote boarding positions. Of the 31 gates, 12 have air bridges. Of the international gates, four have air bridges, and of the domestic gates, eight have air bridges. In 2024, the airport transported approximately 173.7 thousand metric tons of cargo.

In 2024, we continued the expansion of airside infrastructure, which included the completion of a second runway measuring 3,538 meters in length and the construction of its corresponding taxiways. This runway was certified and ready for operation in the second quarter of 2024. We also expanded the commercial apron to accommodate four positions, which involved restructuring one existing position and enhancing taxiway access. This expansion covered an area of approximately 51,536 square meters. Additionally, we expanded the hydrant network for the four positions and reconstructed Taxiway C4, which spans roughly 16,574 square meters.

A new access road to the Customs Zone was also completed, covering an area of approximately 9,230 square meters. We finished the relocation roads for handling operations, which encompassed about 9,270 square meters, and constructed a new hangar area of over 33,000 square meters, providing space for 45 hangars. Furthermore, we renovated the national baggage claim area and the security checkpoint, which involved a renovation of 5,000 square meters, as well as remodeled the arrivals lobby for both domestic and international passengers.

We have undertaken significant steps to modernize and expand the airport to enhance its operations and overall image. These efforts include improvements to the main commercial terminal, such as the modernization of restrooms, hallways, and gate areas.

In 2023, we completed the expansion of the terminal building, which features a food and beverage unit located on a terrace, allowing passengers to enjoy the outdoor environment while waiting for their flights. In 2024, GAP submitted a bid for a retail location in the Mixed-Use Building. As a result of this Request for Proposals (RFP), different spaces were awarded and will begin operations in the second quarter of 2025. Also, in 2024, several food and beverage companies commenced operations in this area, including brands such as Domino’s, P.F. Chang’s, Italianni’s, Shake Shack, and Farolito. Furthermore, we awarded a three-year contract to Play Cap for a remote departing lounge at Guadalajara Airport during the second half of 2024.

Two contracts were granted to Dufry for operating a last-minute duty-free store located at the international departing lounge, while the other unit, intended for retail, is situated in the hallway leading from the secondary security checkpoint.

The expansion of the terminal building was completed in 2024 and includes the previously mentioned food and beverage unit on the terrace. All the new stores are now operational, including an Aeromarket Store that opened at gate B in the fourth quarter of 2024.

We operate two VIP lounges in the domestic and international departures areas. The domestic VIP lounge is unique in that it has its own security access checkpoint. The international lounge began operations in July 2024 and is expected to have a security checkpoint by the first quarter of 2025. Both lounges operate 24/7. Throughout 2024, the VIP lounges welcomed 477,000 visitors, reflecting a 20.8% increase compared to 2023.

In 2021, we began constructing a new mixed-use building, which includes an expansion of the existing terminal, new commercial areas, an office tower with 12,330 square meters of gross leasable area, and a business-class hotel operated by Hilton, featuring 180 rooms. This building is connected to the current terminal on the landside and will provide arriving passengers with a variety of services. The project is now complete, and the hotel commenced operations on March 26, 2024. By the end of 2024, it recorded a 60% occupancy rate, an average daily rate of Ps.2,344 pesos, total revenue of Ps. 83.4 million, and an EBITDA margin of 42.6%. In 2024, marketing for office spaces in the building began, concluding the year with 2,900 square meters under contract. Tenants are actively working on their projects and aim to be operational by the first quarter of 2025.

The construction of a new parking building began in 2022, expected to be completed in two phases with a total capacity of around 10,000 spaces. Phase one (E1) was completed in 2024, providing 2,270 parking slots. The second phase began in 2025 and be completed by 2028.

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The commercial aviation area will increase by 42,000 square meters, with the project completed by the end of 2024. In the fourth quarter of 2023, an RFP for two Fixed Base Operators (FBOs) was released for Guadalajara Airport. As a result of this RFP, the airport will welcome a new FBO operating under the name Universal Aviation by 2025.

In September 2024, HSBC reopened its doors to serve Guadalajara Airport in the new mixed-use building. Additionally, a designated area for ATM placement within the building will enhance the facility's cohesive image.

In 2024, 19.7% of the sum of our aeronautical and non-aeronautical revenues generated at Guadalajara International Airport was derived from non-aeronautical revenues.

A portion of the land on which Guadalajara International Airport is located was expropriated by the Mexican federal government in 1975 pursuant to its power of eminent domain. This land was subject to certain legal proceedings by its former landholders. However, on December 6, 2022, the Federal Government through the Legal Affairs Unit of the Ministry of Infrastructure, Communications and Transportation, the members of the Ejidal Commissariat of the Ejido El Zapote (prior agreement of the assembly) and us signed a judicial agreement to settle the complementary constitutional indemnity in an amount of Ps.82.6 million. The settlement was paid on December 9, 2022, which means that the dispute has been resolved. This agreement generates not only the termination of this dispute but also of any other claim in relation to the 306 hectares that were the subject of the litigation. Even though the judicial agreement concludes the claims from the Ejido, we cannot provide assurance that new lawsuits can be filed against us in the future. For a description of these legal proceedings and their potential impact on our operations, see “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports.”

Tijuana International Airport

Tijuana International Airport is our second most significant Mexican airport in terms of passenger traffic and air traffic movements and third in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Tijuana International Airport was the fifth busiest airport in Mexico in terms of commercial aviation traffic, according to the SICT. In 2024, it served a total of 12.5 million terminal passengers, accounting for approximately 22.7% of our Mexican airports’ terminal passenger traffic. Approximately 67.2% of the terminal passengers served were domestic passengers. Since Tijuana is located near the Mexico-U.S. border and is, therefore, a popular entry point to the United States for Mexican and American travelers, the airport’s passenger traffic and results of operations are affected by Mexican and U.S. economic conditions.

Tijuana International Airport serves the city of Tijuana and surrounding areas in the State of Baja California, including Ensenada, Tecate, and Rosarito. With a population of approximately 1.9 million, Tijuana is the largest city in the state. Currently, the state of Baja California is the second largest maquiladora center in Mexico, according to INEGI data on the workforce by industry. A highway connecting the city of Tijuana to the airport also extends directly to the U.S.-Mexico border crossing, providing convenient access to San Diego, California (approximately 30 kilometers from Tijuana International Airport) and other areas of southern California, particularly Los Angeles.

In December 2015, we inaugurated the international bridge between our Tijuana airport and the U.S. border, or CBX. This bridge allows passengers to cross directly into the United States using a pathway between the airport and the international border. It also facilitates transfers between the United States and Mexico for travelers holding a boarding pass for all flights departing from or arriving in Tijuana. This reduces connection and waiting times at the San Isidro and Otay Mesa border crossings. The Mexican border authority’s services are located at Tijuana airport. The corresponding U.S. services are located on the premises of the CBX terminal on the north side of the border. The use of this facility is limited to passengers traveling through the airport upon presentation of a boarding pass. It is not subject to additional charges as it is part of the services offered by Tijuana airport, which are included in the passenger charges. Passengers using the bridge from or to Tijuana may also be subject to toll charges levied by Otay-Tijuana Venture, L.L.C. (“OTV”), the bridge operator on the U.S. side. We estimate that up to 45% of Tijuana’s passengers have a final destination or origin in the U.S. Consequently, a significant portion of the passengers at the airport are users of the CBX. Due to its convenience for U.S. residents in the area, the CBX is also increasing the overall number of passengers using the airport. During 2024, the CBX served 4.0 million passengers, approximately 32.3% of Tijuana airport’s total passengers. For more information regarding Otay - Tijuana Venture, L.L.C., see “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

In 2024, we continued renovating Tijuana Airport, mainly focusing on the international baggage claim area, where a new baggage carousel was installed. Additionally, the remodeling of the restrooms in the check-in area is planned. We built a new international corridor to maintain separate passenger flows for domestic and international travelers.

Moreover, the rehabilitation (restructuring) of the apron for four positions was completed, covering an area of approximately 17,386 square meters.

Additionally, other interventions carried out at the airport included the remodeling of the General Aviation building.

A total of seven airlines operate at the airport, of which Volaris and Viva are the largest. Airlines operating at this airport provide service to 39 destinations. Of these destinations, Mexico City, Guadalajara and Culiacan are the most popular.

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Tijuana International Airport currently operates 24 hours a day. The airport has one runway with a length of 2,959 meters and a full parallel taxiway. The runway capacity at this airport is 36 air traffic movements per hour. The airport also has an ILS CAT I that assists pilots in poor weather. It has 20 gates serving both domestic and international travelers and 13 remote boarding positions. Of the 20 gates, 10 have air bridges. In 2024, approximately 38.6 thousand metric tons of cargo were transported through the airport.

During the second half of 2022, a study on passenger commercial behavior was conducted at Tijuana Airport. As a result of this study, the airport's food and beverage offerings are set to increase in both quantity and space to maximize revenues. A bidding process for food and beverage vendors began 1Q 2024 and concluded in the fourth quarter of that year. As a result of this request for proposals (RFP), Tijuana Airport will now feature new brands and innovative concepts, including Shake Shack, Lupe, Subway, Starbucks, Fuego, Dunkin' Donuts, and Vips To Go.

In 2022, the expansion of long-stay parking commenced and was completed in 2024. This expansion increased the parking capacity to 1,200 spaces to accommodate rising demand at the airport.

Throughout 2024, the VIP lounge welcomed 273,000 visitors, marking an 8.5% increase compared to 2023. This VIP lounge is equipped with a security checkpoint for added convenience.

In the last quarter of 2024, construction of a new store began, and it is anticipated to be completed by the second quarter of 2025. During the second half of 2022, a study on passenger commercial behavior was conducted at Tijuana Airport. As a result of this study, the airport's food and beverage offerings are set to increase in both quantity and space to maximize revenues.

In 2024, 15.8% of the sum of our aeronautical and non-aeronautical revenues generated at Tijuana International Airport was derived from non-aeronautical revenues.

A portion of the land on which Tijuana International Airport is sited was expropriated by the Mexican federal government in 1970 pursuant to its power of eminent domain. This land is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports.”

Los Cabos International Airport

Los Cabos International Airport is our third most significant Mexican airport in terms of passenger traffic, third in terms of air traffic movements and second in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it handled 7.5 million terminal passengers, accounting for approximately 13.5% of our Mexican airports’ terminal passenger traffic of whom approximately 62.2% were international passengers.

The airport serves primarily tourists visiting San Jose del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway in the state of Baja California Sur. Los Cabos International Airport is located approximately thirteen kilometers from the city of San Jose del Cabo, in the state of Baja California Sur. According to the Mexican Ministry of Tourism, 2.3 million international tourists visited Los Cabos (San Jose del Cabo and the nearby city of Cabo San Lucas) by air in 2024. Visitors to this area are generally affluent and include golfers who enjoy world-class courses, as well as sport fishing and diving enthusiasts who are drawn by the rich marine life in the region’s coastal waters.

A total of 16 airlines operate at the airport, of which the principal airlines are Volaris, American, Viva, United, and Alaska. Airlines operating at this airport provide service to 50 destinations. Of these destinations, Mexico City, Los Angeles, Dallas-Fort Worth, Guadalajara, and Tijuana are the most popular.

Los Cabos International Airport currently operates 14 hours daily between 7:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 3,005 meters, and a full parallel taxiway to the runway. The runway capacity at this airport is 42 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada.

The airport has two commercial aviation terminals. Terminal 1 occupies approximately 14,600 square meters and Terminal 2 occupies approximately 38,000 square meters. In addition, the airport has a general aviation and an FBO terminal. The airport has 27 gates (eight in Terminal 1 and nineteen in Terminal 2), including nine gates with air bridges, and 23 remote boarding positions.

During 2024, we continued the expansion and renovation of the Los Cabos airport terminals. In Terminal 1, the expansion and remodeling of the holding room and the distribution of boarding gates were carried out, along with the expansion of the security checkpoint to

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six lines and the remodeling of commercial spaces totaling approximately 4,300 square meters. The main objective of this important expansion was to consolidate Terminal 2 and Terminal 3 as a single terminal, increasing airport capacity and maximizing commercial revenue. This expansion represents more than 19 thousand square meters (an increase of 37%), and over 15 thousand square meters of renovation. The expansion also adds 10 new remote boarding gates and 5 new boarding gates with passenger boarding bridges. The expansion increased capacity in security filters, boarding lounges, immigration, and baggage-reclaim areas, among other functional areas of the terminal-building complex.

We currently operate approximately 10,114 square meters of commercial space at Los Cabos International Airport, which includes two VIP lounges and five convenience stores. In 2024, we expanded the International VIP lounge to accommodate the growth of the international terminal. Throughout 2024, the two VIP lounges welcomed 268,000 visitors, reflecting a 3.4% increase compared to 2023.

In the first quarter of 2025, we began operating a new hangar measuring 5,000 square meters, with a capacity for six aircraft. In 2019, we enhanced the commercial layout of the international terminal to maximize sales per passenger by introducing a new commercial mix.

In 2020, we initiated the refurbishment and expansion of the international boarding lounge. The first phase involved the construction of a food court and the escalator leading to the remote boarding gates lounge, where additional commercial offerings are available. This expansion was completed in 2023, resulting in a 60% increase in the commercial space within this terminal. In 2019, we solicited bids for ten food and beverage units. As a result of the selection process, popular brands like Panda Express, Subway, Sbarro, Carl's Jr., Pacific Grill, Tequila Patron, STK, The Coffee Bean, and Starbucks were incorporated. By 2021, construction of the awarded units continued, and operations for STK, Tequila Bar, and a new food court commenced. To meet demand, a supplementary contract was granted to the main operator for an additional fast-food window. In 2023, Tacos Frontera and Pacific Grill began operations, and a new Starbucks, operated by Areas Company, is expected to open soon.

In addition, we solicited bids for retail areas in 2021, which resulted in the operation of brands such as El Market Mexico, Beach House, Check Pharmacy, Argan, Satinova, Rumbo Los Cabos, Corona, and Clase Azul during the first half of 2022. The reconfiguration and refurbishment of the departing lounge in Terminal 1 was completed in 2023. In 2024, we conducted retail and food and beverage bids for the domestic terminal at Los Cabos Airport. The domestic departing lounge was remodeled and expanded to enhance functionality and passenger comfort. From this request for proposals, six retail locations were awarded to brands: Citees, Farmacia PVR, Corso, Mobo, Sunglass Hut, and Cloe. The food and beverage winners included Domino’s and a new and refurbished Starbucks Cafe. We also carried out a request for proposals for two retail locations in the international terminal, granting contracts to Agave World by Jose Cuervo and Make up & Co for four years.

The redesign of six Aeromarket convenience stores was completed in 2024, alongside the relocation of a store to the airside in Terminal 1 at Los Cabos Airport.

In 2024, 31.3% of the sum of our aeronautical and non-aeronautical revenues generated at Los Cabos International Airport was derived from non-aeronautical revenues.

Puerto Vallarta International Airport

Puerto Vallarta International Airport is our fourth most significant Mexican airport in passenger traffic, third in air traffic movements and fourth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Puerto Vallarta International Airport was the seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it handled 6.8 million terminal passengers, accounting for 12.3% of our Mexican airports’ terminal passenger traffic. During 2024, 58.2% of these terminal passengers were international passengers, and 41.8% were domestic passengers.

Puerto Vallarta International Airport is on the Pacific coast in Jalisco. The airport primarily serves foreign tourists and is also a popular tourist destination in Mexico. Puerto Vallarta’s tourist attractions include the natural beauty of the Bay of Banderas, the area’s many beaches, and abundant marine wildlife. Puerto Vallarta is a mature tourist destination, and the completion of new resort areas, including hotels and golf courses in the areas known as Nuevo Vallarta and Punta Mita, is expected to bring more tourists to the area in subsequent years.

A total of 19 airlines operate at the airport, and the principal airlines are Viva, Volaris, American, Alaska, Aeromexico, and WestJet. Airlines operating at this airport provide service to 50 destinations. The most popular destinations are Mexico City, Tijuana, Los Angeles, and Guadalajara.

Puerto Vallarta International Airport operates 24 hours a day. The airport has one runway with a length of 3,105 meters as well as a parallel taxiway. This airport has one main commercial terminal, an FBO terminal and a general aviation building. The runway capacity at this airport is 38 air traffic movements per hour. The airport has 19 gates, of which five serve domestic flights and 14 serve international flights, nine remote boarding positions and 11 air bridges.

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The airport consists of two commercial aviation terminals. Terminal 1 serves domestic flights and has an area of approximately 46,000 square meters. The newly constructed Terminal 2 will be dedicated to international flights.

Construction of Terminal 2 began in 2022, covering nearly 74,000 square meters. This terminal is designed to include 58 check-in counters, 16 self-check-in kiosks, 10 inspection lines at the security checkpoint, eight contact boarding gates, and seven remote boarding gates. It will also feature a new baggage handling system with two scanning lines, enabling Puerto Vallarta Airport to accommodate approximately 5 million passengers annually. The terminal is expected to be completed by 2026 and will be LEED Gold certified, designed to be net-zero-energy.

Additionally, a new commercial aviation apron accommodating eight positions and a handling equipment apron covering approximately 84,951 square meters are under construction. This project also includes an expansion of the hydrant network for eight positions and the exterior NET roadways, which cover an area of approximately 31,097 square meters. Other improvements at the airport include the remodeling of the General Aviation building.

A commercial study was conducted to reconfigure the central food and beverage area located in the domestic departing lounge. In 2023, a Request for Proposal (RFP) was released for two retail units located landside, and El Market Mexico was awarded the contract to operate these commercial spaces. Additionally, Tacos Frontera began operations in the last quarter of 2023, while DIVERTI2, which includes vending machines for Lego Construction Sets and Sound & Mobile Accessories, secured a contract in January 2023. A bid for 10 food and beverage units and 12 retail locations is expected to be released soon, with new operators commencing operations in the last quarter of 2025.

Regarding the three VIP Lounges at Puerto Vallarta, they hosted 262,000 users in 2024, reflecting a 12.3% increase compared to 2023. The International VIP Lounge also underwent an expansion during 2024. By the second quarter, we completed the design and feel of the four Aeromarket convenience stores.

In 2025, car rental operators will be invited to participate in a bidding process for the sales modules located in the arrivals area. In terms of financial services, the company Euronet has installed two ATMs for currency exchange services in the international arrivals area.

In 2024, 19.6% of the sum of our aeronautical and non-aeronautical revenues generated at our Puerto Vallarta airport was derived from non-aeronautical revenues.

Guanajuato International Airport

Guanajuato International Airport is our fifth most significant Mexican airport in terms of passenger traffic, fifth in air traffic movements and fifth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Guanajuato International Airport was the tenth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it handled 3.2 million terminal passengers, accounting for approximately 5.7% of our Mexican airports’ terminal passenger traffic. During 2024, approximately 66.8% of the terminal passengers served were domestic passengers.

Guanajuato International Airport is located in the central state of Guanajuato near the cities of Leon, Irapuato, Silao and Guanajuato, approximately 315 kilometers northwest of Mexico City. The state of Guanajuato has a population of approximately 6.2 million people according to the Mexican National Population Council. It is located in Mexico’s Bajio region, best known for its rich colonial history, agricultural sector and manufacturing industry. General Motors, Honda, Kia, Mazda and Toyota have assembly plants in Guanajuato. In addition, several automobile parts manufacturers are located in Guanajuato. The local government is developing a “dry dock”, or truck loading service terminal, near the airport that we believe will increase cargo demand.

Approximately 2.1 thousand metric tons of cargo passed through the airport in 2024.

A total of five airlines operate at the airport, of which the principal airlines are Volaris, Viva, and Aeromexico. Airlines operating at this airport provide service to 23 destinations. Of these destinations Tijuana, Cancun, Mexico City, and Dallas-Fort Worth are the most popular.

Guanajuato International Airport operates 20 hours daily between 4:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours a day if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway with a length of 3,501 meters. The runway capacity at this airport is 18 air traffic movements per hour. It has two terminals (one commercial and one general aviation), with seven gates, 10 remote boarding positions and three air bridges.

In 2024, renovations were completed in both the domestic and international baggage claim areas, which involved reconfiguring the layout of the carousels. Consequently, the international restrooms were relocated, and the domestic restrooms underwent remodeling. Additionally, the commercial aviation apron was expanded to include one more position. Other airport improvements included the remodeling

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of the General Aviation building and the construction of a new Fire Rescue and Firefighting Services (SSEI) building, which covers an area of 2,151 square meters. Facilities for Wildlife Control were also built, covering 241 square meters.

Furthermore, the Taxiway 31 turning platform was expanded, covering approximately 3,491 square meters. The expansion of the Commercial Apron added four positions and covered about 22,414 square meters, while Taxiway A1 was constructed, covering approximately 4,623 square meters.

A commercial study was conducted to redesign the central food and beverage area located in the domestic departure lounge.

In 2023, a request for proposals (RFP) was issued for two retail units located on the landside, and El Market Mexico was awarded the contract to operate these commercial spaces. Additionally, Tacos Frontera began operations in the fourth quarter of 2023. DIVERTI2, which includes vending machines for Lego Construction Sets and mobile accessories, was awarded a contract in January 2023.

The remodeling of the Dufry duty-free shop took place in 2024, resulting in a more comfortable environment for passengers.

Throughout 2024, the VIP lounge received 82,000 visitors, marking a 14.5% increase compared to 2023. We also completed the redesign of the two Aeromarket convenience stores by the second quarter of 2024.

In 2024, 17.2% of the sum of our aeronautical and non-aeronautical revenues generated at Guanajuato International Airport was derived from non-aeronautical revenues.

Hermosillo International Airport

Hermosillo International Airport is our sixth most significant Mexican airport in terms of passenger traffic, sixth in terms of air traffic movements and sixth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Hermosillo International Airport was the twelfth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it served approximately 2.2 million terminal passengers, accounting for approximately 3.9% of our Mexican airports’ terminal passenger traffic. During 2024, approximately 96.2% of the terminal passengers served were domestic passengers. Many of the airport’s passengers use the airport as a hub for connecting flights between other Mexican cities, particularly Mexico City, Guadalajara, Monterrey and Tijuana. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

Hermosillo International Airport serves the city of Hermosillo and four other nearby municipalities, which together have a population of approximately 1.0 million, according to the Mexican National Population Council. The city of Hermosillo, which is the capital of the state of Sonora, is located approximately 260 kilometers south of the border town of Nogales and 130 kilometers east of the Gulf of California. The airport is located approximately thirteen kilometers west of the city of Hermosillo. The airport is an important hub in a primarily agricultural and industrial region.

Approximately 20.2 thousand metric tons of cargo passed through the airport in 2024. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.

A total of six airlines operate at the airport. The principal airlines are Volaris, Viva, and Aeromexico. Airlines operating at this airport provide service to 17 destinations. Of these destinations, Mexico City, Guadalajara, Tijuana, and Monterrey are the most popular.

Hermosillo International Airport operates 18 hours daily between 7:00 a.m. and 1:00 am the following day. However, it is equipped to operate 24 hours a day if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has two runways, one with a length of 2,300 meters and the other, a private aircraft runway that is not currently operating due to commercial considerations. This runway has a length of 1,100 meters. The runway capacity at this airport is 33 air traffic movements per hour. The airport has seven gates, ten remote boarding positions and two air bridges. It includes both a commercial aviation building and a general aviation building.

In 2024, several key interventions were undertaken to enhance airport facilities. Notably, the restrooms in the departures concourse were expanded and remodeled, covering an area of 138 square meters. This upgrade aimed to increase the number of restroom facilities to better meet passenger demand.

Additionally, significant renovations were made to the General Aviation building and the Control Tower. A new technical block for operational command was also constructed, covering an area of 126 square meters.

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Furthermore, partial rehabilitation of Taxiways A and D was conducted, spanning approximately 4,628 square meters. The access road to General Aviation was also rehabilitated and restructured, covering an area of about 6,232 square meters.

As part of our business strategy, we have recently updated the profile and category of services offered by nearly all the stores at Hermosillo International Airport. This initiative has led to stores achieving greater brand recognition. Since the end of 2021, we have resumed direct operations of the Aeromarket convenience stores at Hermosillo Airport. By the third quarter, we completed the redesign of both Aeromarket stores to enhance their look and feel.

In 2024, the VIP Lounge experienced a 20.5% increase in users compared to 2023, welcoming 50,000 visitors. Additionally, the General Aviation Terminal (GAT) at Hermosillo Airport, operated by PRIMESKY, generated revenues of Ps.2.0 million.

In 2024, 18.4% of the sum of our aeronautical and non-aeronautical revenues generated at Hermosillo International Airport was derived from non-aeronautical revenues.

Morelia International Airport

Morelia International Airport is our seventh most significant Mexican airport in terms of passenger traffic, ninth in terms of air traffic movements, and seventh in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Morelia International Airport was the twenty-second busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it served 1.3 million terminal passengers, accounting for approximately 2.4% of our Mexican airports’ terminal passenger traffic. During 2024, approximately 49.5% of the terminal passengers served by this airport were domestic passengers.

Morelia International Airport serves the city of Morelia and ten other municipalities in the immediate vicinity. The city of Morelia is the capital of the state of Michoacan, which has a population of approximately 4.8 million, according to the Mexican National Population Council. Michoacan’s principal industry is agriculture, and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).

A total of five airlines operate at the airport, of which the principal airlines are Volaris, Viva, and American. Airlines operating at this airport provide service to 12 destinations. Of these destinations, Tijuana, Chicago Midway, Chicago O’hare, and Oakland are the most popular.

Morelia International Airport operates 24 hours a day. The airport has one runway with a length of 3,408 meters and a single main terminal building. The runway capacity at this airport is 13 air traffic movements per hour. The airport has four gates and eight remote boarding positions.

During 2024, we remodeled the General Aviation Building.

The Aeromarket convenience store operations at Morelia airport have been directly operated by us once again since the end of 2021. We already completed the look and feel of the two Aeromarket convenience stores.

One of Guadalajara’s private aviation academies was relocated to Morelia in the second quarter of 2024. In 2023, bids for a commercial space dedicated to food and beverage category were solicited. As a result of this bid, the company Hacienda San Agustin was awarded.

In 2024, 8.7% of the sum of our aeronautical and non-aeronautical revenues generated at Morelia International Airport was derived from non-aeronautical revenues.

Mexicali International Airport

Mexicali International Airport is our ninth most significant Mexican airport in terms of passenger traffic, eleventh in terms of air traffic movements and eighth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Mexicali International Airport was the twenty-sixth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SICT. In 2024, it served 1.0 million terminal passengers, accounting for approximately 1.9% of our Mexican airports’ terminal passenger traffic.

During 2024, approximately 99.3% of the terminal passengers served by this airport were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

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Mexicali International Airport serves the city of Mexicali, in the Mexican state of Baja California, as well as the U.S. cities of Yuma, Arizona and Calexico, California. The city of Mexicali is located along the U.S.-Mexico border approximately 150 kilometers east of Tijuana and 80 kilometers west of Yuma, Arizona. Manufacturing forms the basis of the area’s economy, most notably in the form of maquiladora factories, which have proliferated along the California-Baja California border.

A total of three airlines operate at the airport, of which the principal airlines are Volaris, Aeromexico, and Viva. Airlines operating at this airport provide service to seven destinations. Of these destinations, Mexico City, Guadalajara, and Monterrey are the most popular.

Mexicali International Airport operates 19 hours daily between 6:00 a.m. and 1:00 a.m. the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,601 meters in length, as well as a main commercial terminal and a smaller general aviation terminal. The runway capacity at this airport is 14 air traffic movements per hour. The main commercial terminal has four gates and five remote boarding positions.

In 2024, several improvements were made at Mexicali Airport. The main project involved remodeling the terminal building façade on the landside, covering an area of approximately 2,000 square meters. This renovation aimed at refreshing the airport’s image and enhancing the passenger experience.

Additionally, other updates included the expansion and remodeling of the CCO building, as well as renovations to the Command and Flight Planning building.

In the third quarter of 2022, PlayCap began operations in the pre-security zone, enhancing the commercial options available at the New Era shop located in the departure lounge. To provide more choices for our passengers at Mexicali airport in terms of car rental services, Fox Car Rental has been added to our roster of existing car rental companies.

In 2022, we initiated the construction of two new affordable public parking lots that will collectively offer over 500 parking spaces. The E3 area was completed in the first half of 2024 and is now in operation, while the E2-B area is still under construction.

The VIP Lounge welcomed 23,000 visitors in 2024, marking a 13.1% decrease compared to the previous year due to a reduction in flights from the various airlines operating at the airport.

We completed the design and setup of two Aeromarket convenience stores in the second semester of 2023.

As part of our expansion of service offerings for passengers, we integrated into the company Banregio and established an ATM, which became operational in 2024.

In 2024, 16.1% of the sum of our aeronautical and non-aeronautical revenues generated at Mexicali International Airport was derived from non-aeronautical revenues.

La Paz International Airport

La Paz International Airport is our eighth most important Mexican airport in terms of passenger traffic, seventh in air traffic movements and ninth in contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, La Paz International Airport was the twenty-four busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it served 1.2 million terminal passengers, accounting for approximately 2.4% of our Mexican airports’ terminal passenger traffic. During 2024, approximately 98.8% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

La Paz International Airport serves the city of La Paz, located along the coast of the Gulf of California in the state of Baja California Sur, of which La Paz is the capital. Eco-tourism is a growing industry in La Paz due to the abundance of marine life found in the Gulf of California.

A total of seven airlines operate at the airport, of which the principal airlines are Volaris, Aeromexico, and Viva. Airlines operating at this airport provide service to 11 destinations. Of these destinations, Guadalajara, Mexico City, and Tijuana are the most popular.

La Paz International Airport operates 16 hours daily between 7:00 a.m. and 11:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,500 meters in length and a single main commercial terminal. The runway capacity at this airport is 14 air traffic movements per hour. It also has four gates and nine remote boarding positions.

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The Aeromarket convenience store operations at La Paz airport have been directly managed by us once again since the end of 2021. By the second quarter of 2024, we completed the redesign of the two Aeromarket convenience stores, and a new Aeromarket store located on the airside of the terminal opened in the first quarter of 2024.

In 2024, one of Guadalajara’s private aviation academies, "Solo Aviación", was relocated to La Paz airport and has been operating since 1Q2025. The VIP Lounge received 38,000 users during 2024, reflecting a 35.4% increase compared to 2023.

During 2024, we remodeled the General Aviation building in which begun operation a FBO under our Primesky brand in first quarter 2025, offering value-added services for passengers and pilots.

Negotiations with Banamex for the installation of an ATM began in November 2024, with operations expected to start in the second quarter of 2025.

In 2024, 16.8% of the sum of our aeronautical and non-aeronautical revenues generated at La Paz International Airport was derived from non-aeronautical revenues.

Aguascalientes International Airport

Aguascalientes International Airport is our tenth most important Mexican airport in terms of passenger traffic, eighth in air traffic movements, and tenth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Aguascalientes International Airport was the twenty-seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it served 961.8 thousand terminal passengers, accounting for approximately 1.7% of our Mexican airports’ terminal passenger traffic. In 2024, approximately 66.1% of the terminal passengers were domestic passengers. Because airport passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

Aguascalientes International Airport serves the city of Aguascalientes and eight surrounding municipalities in the central state of Aguascalientes, roughly 513 kilometers northwest of Mexico City. Manufacturing forms the basis of the region’s economy. One of Nissan’s main manufacturing plants in Mexico is in the city of Aguascalientes.

A total of five airlines operate at the airport, of which the principal airlines are Volaris, Aeromexico, and United. Airlines operating at this airport provide service to nine destinations. Of these destinations, Mexico City, Tijuana, Houston, and Dallas-Fort Worth are the most popular.

Aguascalientes International Airport operates 18 hours daily between 6:00 a.m. and midnight. However, it is equipped to operate 24 hours a day if necessary, and we double our passenger charges for aeronautical services provided outside normal business hours. It has one runway measuring 3,006 meters in length, and a single main commercial terminal. The runway capacity at this airport is 14 air traffic movements per hour. The airport has four gates and five remote boarding locations.

During 2024 we remodeled the concourse and check-in area. Additionally, the General Aviation building was remodeled, as well as the Control Tower.

In 2024, the VIP Lounge experienced an 8.5% increase in users, reaching a total of 32,000. This lounge was recognized as the best in North America by Priority Pass.

The company Elduradu Servicios Integrales, S. de R.L. de C.V. was awarded two locations; one is set to operate a café called Coffee Fly in the pre-security area, while the other will feature a skincare unit under the brand Orogold.

In 2024, 13.9% of the sum of our aeronautical and non-aeronautical revenues generated at Aguascalientes International Airport was derived from non-aeronautical revenues.

Los Mochis International Airport

Los Mochis International Airport is our eleventh most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Los Mochis International Airport was the thirty-sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SICT. In 2024, it served 585.2 thousand terminal passengers, accounting for approximately 1.1% of our Mexican airports’ terminal passenger traffic. During 2024, approximately 98.7% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

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Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. The area’s sport fishing and hunting attract both Mexican and foreign visitors.

A total of five airlines operate at the airport: Volaris, Aeromexico, and Viva. Airlines operating at this airport provide service to nine destinations, of which Tijuana, Mexico City, and Guadalajara are the most popular.

Los Mochis International Airport operates 14 hours daily between 8:00 a.m. and 10:00 p.m. However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,007 meters in length as well as a single main commercial terminal. The runway capacity at this airport is 16 air traffic movements per hour. The airport has three gates and eight remote boarding positions.

At Los Mochis Airport, during 2024, we had the expansion of the holding room with an area of approximately 510 square meters, including a restroom core and reconfiguring the security checkpoint, adding a line for two lines. Additionally, we remodeled General Aviation and Command buildings.

In 2024, 9.3% of the sum of our aeronautical and non-aeronautical revenues generated at Los Mochis International Airport was derived from non-aeronautical revenues.

Manzanillo International Airport

Manzanillo International Airport is our twelfth most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2024, Manzanillo International Airport was the forty-fourth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SICT. During 2024, the airport served 218.4 thousand terminal passengers, accounting for approximately 0.4% of our Mexican airports’ terminal passenger traffic. During 2024, approximately 58.7% of the terminal passengers served were domestic passengers and 41.3% were international passengers.

Manzanillo International Airport serves the city of Manzanillo and six surrounding municipalities in the small Pacific coastal state of Colima. The city is located on the coast approximately 230 kilometers southeast of Puerto Vallarta and 520 kilometers northwest of Acapulco. The airport serves primarily tourists visiting coastal resorts in Colima and neighboring Jalisco.

A total of five airlines operate at this airport, of which the principal airlines are Aeromexico and Alaska Airlines. Some of the other airlines operate only during the high tourist season (November to April). The principal destinations served by airlines at this airport are Mexico City and Los Angeles.

Manzanillo International Airport operates 12 hours daily between 8:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,206 meters. The runway capacity at this airport is 17 air traffic movements per hour. The airport has three gates and eight remote boarding positions.

During 2024, the General Aviation building was remodeled.

In 2022, a contract was awarded to Rapidito Haus to operate a bar in the departure lounge and regional food and beverage concept.

In July 2023, to expand its car rental business, a new brand called "America Car Rental" began operations at the airport.

To enhance service offerings for passengers, the company Banregio was integrated, and an ATM became operational in 2024.

In 2024, 17.9% of our aeronautical and non-aeronautical revenues generated at Manzanillo International Airport were derived from non-aeronautical revenues.

Montego Bay International Airport

Montego Bay International Airport is Jamaica’s main tourist airport. In 2024, Montego Bay airport served 5.1 million terminal passengers. This made it the third busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International. In 2024, 100.0% of the terminal passengers served were international passengers. Of the total passengers in 2024, 74.6% came from the United States, 13.9% came from Canada, 9.9% came from Europe, and 1.6% from other countries.

Montego Bay International Airport serves as the primary gateway for international air travel to Jamaica, a major international tourist destination. It facilitates the transit of more than 70.0% of the tourists arriving on the island. In recent years, passenger traffic at Montego Bay International Airport has grown in conjunction with increased traffic overall at Norman Manley International Airport in Kingston. This airport services mostly business and visiting friends and relatives. The third and newest international airport, Ian Fleming International Airport is

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located in Boscobel, St. Mary near the resort town of Ocho Rios. It is considered to be an entry point to Jamaica’s north coast for small aircraft. This was intended to meet the long-term requirements for the growth of air transport, which may impact passenger traffic in the medium and long term at Montego and Kingston airports.

A total of 24 international airlines operate at the airport, providing year-round and seasonal services. Our principal airlines are American Airlines, JetBlue, Delta Airlines, and Southwest Airlines. Airlines serving Montego Bay airport provide service from over 54 airport destinations. Of these, New York, Atlanta, Toronto, Ft. Lauderdale, Charlotte, and Orlando are the most popular.

Montego Bay International Airport operates 18 hours daily between 6:00 a.m. and 12:00 a.m. (midnight). However, it is equipped to operate 24 hours a day if necessary. The airport has one runway measuring 2,653 meters. The runway capacity at this airport is 33 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 6,000 square meters, as well as an additional 5,657 square meters of parking facilities. The general aviation building has an additional area of 300 square meters. The commercial terminal has 17 gates and 5 remote parking positions.

In 2020, we began a 15% expansion of the terminal at Montego Bay Airport, which was completed in the first half of 2022. This expansion included the addition of a new food court, a VIP lounge, retail spaces, and an expanded duty-free area.

We also planned a major refurbishment of the retail area to increase usable commercial space by 48%. Although refurbishment began in March 2021, it faced delays due to the pandemic. Despite these setbacks, the renovated retail spaces opened in the second half of 2022 and now feature a variety of new offerings, including technology products, souvenirs, convenience stores, premium Jamaican crafts, and health and beauty items. Additionally, the main duty-free store was expanded and fully refurbished.

Montego Bay Airport has a total of seven lounges operated by third parties, which include five hotel lounges, one general pay-per-use lounge in the arrivals area, and another in the departures area. A concession agreement was signed with VIP Attractions, trading as Club Mobay, to operate the pay-per-use lounges.

Lastly, Montego Bay Airport released a Request for Proposals (RFP) for two retail locations in the departing lounge during the fourth quarter of 2024. Results are expected to be announced on the second quarter of 2025.

The following table sets forth revenues, passenger traffic and air traffic movement data for Montego Bay airport in 2022, 2023 and 2024:

		January 1 to December 31, 2022			January 1 to December 31, 2023					January 1 to December 31, 2024
Revenues (in thousands of pesos):
Sum of Aeronautical and Non-Aeronautical Revenues		Ps.	2,383,285		Ps.	2,605,036				Ps.	2,698,389
Passenger Traffic (in thousands):
Terminal passengers			4,356				5,212					5,057
International passengers			4,356				5,212					5,057
Domestic passengers			0			0					0
Transit passengers			48			56					48
Air Traffic Movements (1) :
Peak air traffic movements per hour (2)			22			24					24
Runway capacity (3)			33			33					33
Total air traffic movements (in thousands):			37			44					42
Commercial aviation			28			34					32
Charter aviation			0			0					0
General aviation and other			9			10					10
Average passengers per air traffic movement			153			156					157

(1)Includes departures and landings.

(2)Includes commercial and general aviation operations (demand).

(3)Air traffic movements per hour (capacity).

In 2022, 2023, and 2024, approximately 5.4 thousand, 5.3 thousand, and 5.3 thousand metric tons of cargo, respectively, were transported through the airport.

Kingston International Airport

On October 10, 2019, we took control and began to operate NMIA in the city of Kingston, Jamaica.

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The passenger profile of Kingston International Airport is business and Visiting Friends and Relatives (“VFR”). In 2024, Kingston airport served 1.8 million terminal passengers. This made it the seventh busiest airport in the Caribbean region, excluding Cuba, in terms of commercial aviation passenger traffic, according to Airports Council International.

A total of 15 international airlines operate at the airport, providing year-round and seasonal services. Kingston International Airport operates 19 hours daily between 2:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours a day if necessary. The airport has one runway measuring 2,716 meters. The runway capacity at this airport is 40 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building.

Kingston Airport plans to issue a bid for various food and beverage, retail, and duty-free locations. The RFP process took place in the fourth quarter of 2024 and is expected to be finalized by the fourth quarter of 2025.

The following table sets forth revenues, passenger traffic and air traffic movement data for Kingston airport in 2022, 2023, and 2024:

	January 1 to December 31, 2022					January 1 to December 31, 2023					January 1 to December 31, 2024
Revenues (in thousands of pesos):
Sum of Aeronautical and Non-Aeronautical Revenues	Ps.		1,140,389			Ps.		1,187,804			Ps.		1,313,724
Passenger Traffic (in thousands):
Terminal passengers			1,562.1					1,748.1					1,777.1
International passengers			1,560.7					1,746.3					1,774.3
Domestic passengers			1.4					1.8					2.9
Transit passengers			49.5					3.3					1.5
Air Traffic Movements (1):
Peak air traffic movements per hour (2)		10					10					10
Runway capacity (3)			40					40					40
Total air traffic movements (in thousands):
Commercial aviation			14.5					13.6					13.8
Charter aviation			1.6					1.8					2.4
General aviation and other			3.3					3.2					2.9
Average passengers per air traffic movement			80.2					94.1					92.7

(1)Includes departures and landings.

(2)Includes commercial and general aviation operations (demand).

(3)Air traffic movements per hour (capacity).

In 2022, 2023, and 2024, NMIA handled approximately 13.7 thousand, 17.1 thousand, and 26.2 thousand metric tons of cargo, respectively.

Non-Airport Subsidiaries

As a holding company, we manage each of our fourteen airports through an operating subsidiary. In addition to these airport subsidiaries, we also have seven operating subsidiaries. These subsidiaries are (i) Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”), (ii) Puerta Cero Parking, S.A. de C.V. (“PCP”), (iii) Aerocomercializadora del Pacífico, S.A. de C.V. (“ADP”), (iv) Inmuebles Especializados Matrix, S.A. de C.V. (“IEM”), (v) Aerohoteles del Pacífico, S.A. de C.V. (“AHP”), (vi) Diseños Técnicos de Infraestructura MCE, S.A. de C.V. (DTI) and (vii) Guadalajara World Trade Center, S.A. de C.V. (GWTC). We also have a non-profit foundation, Fundación Grupo Aeroportuario del Pacífico, A.C. (“Fundación GAP”).

SIAP

SIAP was incorporated as a subsidiary in June 1998 to provide technical assistance and corporate services to our airport operating subsidiaries. SIAP was set up as part of the Mexican government’s privatization plan for the airports operated by us.

PCP

PCP was incorporated as a subsidiary on November 28, 2007, and began operations in January 2008. PCP operates our Mexican airport parking lots. PCP employs both unionized and non-unionized personnel.

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ADP

We incorporated ADP as a subsidiary on February 14, 2018. ADP operates commercial business lines, including VIP lounges and convenience stores.

AHP

We incorporated AHP as a subsidiary on June 5, 2023. AHP operates hotels with other integrated services.

Fundación GAP

We established this non-profit foundation in May 2013 to provide education to improve social welfare in the communities near our airports. The foundation’s focus is on education. See “Item 4, Information on the Company – Business Overview – Corporate Social Responsibility – Community Initiatives and Philanthropic Efforts – Fundación GAP.”

IEM

On September 27, 2023, through our subsidiary ADP, we carried out a transaction for the acquisition of 100% of the shares of the Mexican company Inmuebles Especializados Matrix, S.A. de C.V. (IEM), which is dedicated to the sublease of cargo operation areas, hangars and operational areas of the Tijuana Airport.

DTI

We incorporated DTI as a subsidiary on December 29, 2023. DTI carries out the development and execution of projects.

GWTC

We incorporated GWTC as a subsidiary on July 1, 2024, the date in which control of the company was assumed. GWTC is a Group comprised of seven subsidiaries, specializing in handling, storage and custody services for international trade merchandise in facilities qualified as fiscal precincts at the Guadalajara Airport and the Puebla Airport. The amount of income generated between the period of January to December 2024 represents 3.9% over the total incomes and the asset represents 0.9% of the GAP assets.

Principal Customers

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2024, 19 international and seven Mexican airlines operated passenger flights at all our Mexican airports. Volaris is our main airline customer, carrying the most passengers at our Mexican airports. Viva and Aeromexico come next for the second and third largest passengers. In 2022, 2023, and 2024, revenues from Volaris and the passengers it carried through our airports were Ps.5,917.1 million, Ps.6,801.4 million, and Ps.6,205.3 million, respectively, of which Ps.5,384.9 million, Ps.6,766.2 million, and Ps.5,756.8 million, respectively, were paid to the airports through passenger charges. Such passenger charges amounted to 23.9%, 26.6%, and 21.5%, in that order, of our aeronautical and non-aeronautical revenues for 2022, 2023, and 2024. Revenues from Viva and the passengers they moved through our airports were Ps.2,099.9 million, Ps.2,626.4 million, and Ps.2,915.2 million in 2022, 2023, and 2024, respectively. Of these, Ps.1,969.6 million, Ps.2,620.2 million, and Ps.2,740.7 million, respectively, were paid to the airports in the form of passenger charges. Such passenger charges represented 8.7%, 10.3%, and 10.2%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2022, 2023, and 2024. Revenues from Aeromexico and the passengers it moved through our airports were Ps.1,551.9 million, Ps.1,665.1 million, and Ps.1,718.6 million, during 2022, 2023, and 2024, respectively, of which Ps.1,398.5 million, Ps.1,637.2 million, and Ps.1,526.1 million, respectively, were paid to the airports for the passengers they moved in the form of passenger charges, representing 6.2%, 6.4%, and 5.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2022, 2023, and 2024.

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In 2022, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.374.3 million. Of this, Ps.329.5 million was paid to MBJA as passenger charges. In 2023, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.388.0 million, of which Ps.281.1 million was paid to MBJA as passenger charges. In 2024, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.274.1 million, of which Ps.251.4 million was paid to MBJA as passenger charges. In 2022, 2023, and 2024, revenues from American Airlines and its passengers represented 16.3%, 13.8%, and 10.1%, respectively, of the sum of aeronautical and non-aeronautical revenues for the Montego Bay airport. However, passenger charges from American Airlines do not represent a significant portion of our total revenues across all airports. In 2022, 2023, and 2024, passenger charges collected by American Airlines at MBJA accounted for 1.4%, 1.2%, and 0.9%, respectively, of total revenues at our airports (1.7%, 1.5%, and 1.0%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2022, 2023, and 2024).

In 2022, revenues from JetBlue Airways Corporation and the passengers it moved through Kingston airport totaled Ps.299.5 million, of which Ps.214.5 million was paid to NMIA as passenger charges. In 2023, revenues from JetBlue Airways Corporation and the passengers it moved through Kingston airport totaled Ps.305.1 million, of which Ps.166.2 million was paid to NMIA as passenger charges. In 2024, revenues from JetBlue Airways Corporation and the passengers it moved through Kingston airport totaled Ps.328.2 million, of which Ps.181.1 million was paid to NMIA as passenger charges. In 2022, 2023, and 2024, revenues from JetBlue Airways Corporation and its passengers represented 26.2%, 25.6%, and 24.9%, respectively, of the sum of aeronautical and non-aeronautical revenues for Kingston airport. However, passenger charges from JetBlue Airways Corporation do not represent a significant portion of our total revenues across all our airports.

In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earn revenues from aircraft landing, parking charges, and the leasing of space to these airlines.

Complementary services customers

Our principal complementary services clients are our two principal providers of baggage handling services: Menzies Aviation, S.A. de C.V., and Aveespress, S.A. de C.V., which provided Ps.89.9 million and Ps.38.1 million, respectively, in the form of access fees in 2024. Our primary catering clients are Aerococina, S.A. de C.V. and Gate Gourmet & Maasa México, S. de R.L. de C.V., which respectively provided Ps.29.1 million and Ps.9.8 million of revenues in the form of access fees in 2024.

Principal Non-Aeronautical Services Customers

As of December 31, 2024, we have signed approximately 1,316 contracts – which is 1.5% less than the 1,336 contracts we had as of December 31, 2023. These contracts were executed with commercial services providers in our Mexican airports, such as retail store operators, duty-free store operators, food and beverage providers, timeshare developers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, tourist information, promotion services, ground transportation, and cargo. The increase in the number of contracts is due to the expansion of commercial areas at our Mexican airports.

Our largest commercial customers in terms of revenues paid to us were Priority Pass, Inc. (VIP Lounge; Ps.467.5 million in 2024, Ps.387.2 million in 2023, Dufry México, S.A. de C.V. (duty-free stores; Ps.398.0 million in 2024, Ps.402.4 million in 2023, and Ps.418.5 million in 2022), and Ps.298.1 million in 2022), Aerocomidas, S.A. de C.V. (food and beverages; Ps.257.6 million in 2024, Ps.327.3 million in 2023, and Ps.250.2 million in 2022), and Alquiladora de Vehículos Automotores, S.A. de C.V. (car rental; Ps.169.6 million in 2024, Ps.170.6 million in 2023, and Ps.160.3 million in 2022). In Jamaica, MBJA’s biggest commercial customers in terms of revenues paid to MBJA were Dufry Jamaica Limited (duty-free; U.S.$15.0 million in 2024, U.S.$15.8 million in 2023, and U.S.$10.7 million in 2022), VIP Attractions Limited (passenger lounge; U.S.$5.3 million in 2024, U.S.$4.1 million in 2023, and U.S.$2.6 million in 2022) and Express Catering (food and beverages; U.S.$4.6 million in 2024, U.S.$4.2 million in 2023, and U.S.$3.2 million in 2022). NMIA’s most significant commercial customers in terms of revenues paid to NMIA were TM Traders Limited (duty-free; U.S.$3.0 million in 2024, U.S.$3.2 million in 2023, and U.S.$2.9 million in 2022), Two Hampers and A Mule Limited (Retail; U.S.$0.7 million in 2024, U.S.$0.7 million in 2023, and U.S.$0.5 million in 2022) and Island Car Rental Limited (car rental; U.S.$0.6 million in 2024, U.S.$0.7 million in 2023, and U.S.$0.6 million in 2022).

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. This is especially true 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 strictly seasonal, including economic conditions, war or threat of war, terrorism or threat of terrorism, weather, air traffic control delays, health crises, and general economic conditions, as well as the other factors discussed above. As a result, our quarterly operations results are not necessarily indicative of the results of the entire year. In addition, historical results of operations do not necessarily indicate future results of operations.

Competition

Excluding our airports servicing tourist destinations, our airports generally are natural monopolies in their geographical areas and typically do not face significant competition. However, the Mexican and Jamaican governments could grant additional concessions to operate

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existing government-managed airports, authorize the construction of airports, or allow existing privately held domestic airports to become international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.

For instance, Los Cabos airport may experience increased competition from a small private airport near Cabo San Lucas. On November 4, 2009, this airport received authorization from the SICT to operate regular commercial routes for domestic and international flights. Consequently, we implemented commercial strategies to improve our level of service. This will ensure we remain the preferred airport option for airlines serving the San Jose del Cabo and Cabo San Lucas corridor. Also, to better serve the private aviation market, in 2021, we began remodeling our state-of-the-art Fixed Base of Operations at the Los Cabos airport to allow us to increase our capacity further, and we redesigned our fee structure to make our service more attractive.

ASA currently operates seven small airports in Mexico’s Pacific and Central regions. We believe these airports collectively account for only a tiny fraction of the passenger traffic in these regions.

In January 2019, the Mexican government announced that it would seek to alleviate congestion at the existing Mexico City International Airport by (i) converting a military air force base located in San Lucia, approximately 40 kilometers (24.9 miles) outside of Mexico City, into a commercial airport and (ii) expanding the Toluca International Airport, which is approximately 60 kilometers (37.3 miles) outside of Mexico City. The Santa Lucia airport began operations in March 2022. There is still uncertainty about the project’s impact on the existing Mexico City International Airport. The timing and capacity expansion of the airport may impact our operations in the future.

During November and December 2023, the SICT assigned 11 concessions for an indefinite term to a newly created state-owned company called Grupo Aeroportuario, Ferroviario, de Servicios Auxiliares y Conexos Olmeca-Maya-Mexica, S.A. de C.V., which is operated by the Mexican Ministry of Defense (Secretaría de la Defensa Nacional - SEDENA). Such assignments include the right to manage, operate, use, and build airports in the states of Sonora, Nuevo León, Tamaulipas, San Luis Potosí, Michoacán, Puebla, Oaxaca, Chiapas, Campeche and Quintana Roo.

In recent years, the Jamaican government has discussed plans to manage commercial passenger traffic in a third international airport, Ian Fleming International Airport, which is in Boscobel, St. Mary, near the resort town of Ocho Rios, besides building a fourth international airport in Jamaica, most likely on the southern coast at Vernamfield, to meet long-term requirements for the growth of air transport. For more information about airport competition, see “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”

The relative attractiveness of the locations we serve depends on many factors, some of which are beyond our control. These factors include the general state of the Mexican economy and the attractiveness of other commercial and industrial centers in Mexico. Due to the nearshoring trend, this may affect the attractiveness of Guadalajara, Tijuana, and other growing industrial centers in our group, such as Hermosillo, Leon, Aguascalientes, and Mexicali.

Because our Puerto Vallarta, Los Cabos, La Paz, Manzanillo, and Montego Bay airports are substantially dependent on tourism, these airports face competition from competing tourist destinations. The main competitors to these airports are those serving vacation destinations in Mexico, such as Acapulco and Cancun, and abroad. These destinations include Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, other Caribbean islands, and Central America. In addition, concerning Puerto Vallarta, Los Cabos, La Paz, Manzanillo, and Montego Bay, factors beyond our control include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes), security concerns, health crises and the development of new resorts that may be considered more attractive. There can be no assurance that the locations we serve will continue to attract the same level of passenger traffic in the future.

Corporate Social Responsibility

Sustainability and Environmental Responsibility

Environmental Management in Mexico

We maintain an Integrated Management System based on the requirements of ISO 9001 and 14001:2015 (quality and environment) standards, which provide a benchmark for best practices and allow us to measure environmental performance and efficiency. This system has been implemented and is certified in all our Mexican airports.

Additionally, our Master Development Programs approved for the 2020-2024 period included measures prioritizing the reduction of our airports’ environmental impacts through (i) wastewater and sewage separation, (ii) improvements to residual water treatment plants, and (iii) storage of hazardous and other special wastes. In 2022, 2023, and 2024, we invested Ps.29.9 million, Ps.189.0 million, and Ps.107.9 million, respectively, in these projects.

Since 2015, we established the following objectives for our environmental programs: (i) to reduce the consumption of water per passenger, (ii) to increase the use of treated residual water, (iii) to reduce our GHG emissions, (iv) reduce fuel consumption, and (v) reduce

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waste disposed of in landfills per passenger and increase recycling percentages The following table sets forth certain performance indicators tracked by our environmental management systems.

Environmental Management Performance Indicators for Mexican Airports

		Year ended December 31, (1)
		2022				2023				2024
Water consumption (in liters per passenger)		16.5					14.6				15.2
Energy consumption (in kilowatt hours per passenger)			1.9			1.55					1.63
Greenhouse gas (GHG) emissions (in kilograms of CO2    equivalent per passenger) (1)			0.73				0.72				0.73
Hazardous waste generation (in kilograms per passenger)			0.00018				0.000006				0.00025
Special waste generation (in kilograms per passenger)			0.104				0.11				0.107

(1)Figures calculated with the Emission Factor (EF) published by SEMARNAT for CFE electricity use and fuel combustion. 2023 vary from last report year due to the punishment of updated emission factors by Mexican authorities. 2024 figures are estimated and may vary as emission factors for 2024 have not been published.

Environmental management in Jamaica

Environmental Management by MBJA

To ensure continuous improvement in environmental performance and to meet the requirements outlined in the MBJA Concession Agreement and the International Finance Corporation (“IFC”) Performance Standards, MBJA has established an Environmental Management Plan (“EMP”).

The EMP serves as a guide for business planning across various departments, facilitating compliance with local regulations, IFC Performance Standards, and industry best practices. It reflects MBJA’s commitment to incorporating environmental management measures into the airport’s planning, design, construction, and operational processes. The plan outlines specific actions to mitigate the ecological impacts of MBJA’s operations and includes management strategies for the storage of fuel and hazardous materials, stormwater run-off, groundwater issues, preexisting contaminated sites, solid waste, aviation noise, and wildlife hazards. The EMP is overseen by the Environment, Health and Safety Manager.

MBJ continuously evaluates its environmental performance through independent audits and assessments, implementing practical recommendations to ensure ongoing improvements in environmental performance and stewardship.

The EMP was certified by the JCAA in 2017. In 2024, MBJ implemented an Environmental Management System ISO14001:2015 certified by Perry Johnson Registrars Inc. Additionally, MBJ achieved Level 1 ACI Airport Carbon Accreditation in 2021, progressed to Level 2 in 2022, and received ACI Airport Health Accreditation (AHA) in 2021.

Environmental Management by PACKAL

In 2023, PACKAL was integrated into GAP’s Integrated Management System (IMS) and underwent an external audit, resulting in certification that complies with the ISO9001:2015 and ISO14001:2015 standards. This certification was awarded in December 2023. As a result, PACKAL is now subject to GAP’s policies regarding environmental performance, legal compliance, continuous improvement, management review, and future integrated external audits.

In addition to its certification in the ISO14001:2015, PACKAL has been participating in the Airport Carbon Accreditation Program since 2022. It achieved Level 1 certification and is currently working towards an upgrade to Level 2 in 2025.

Solar energy

In 2020, we began a “carport” solar system project, which consisted of installing 13 solar systems at 11 of our 12 Mexican airports, concluding by the end of 2021. In 2022, we installed a solar system in Los Cabos airport, which generates electric energy. As a result of the solar systems installed in Mexico from 2020 to 2024, we have generated 11,526,161 kWh of solar energy at our Mexican airports. This represents approximately 11.4% of the energy consumption of these airports.

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Regarding Montego Bay airport, since 2021, a total of 3 MWH capacity for solar generation has been installed, with the latest 2.0 MWH installed in 2024.

We began the installation of a solar photovoltaic plant at Kingston airport in 2021 and started to generate electricity in 2022.

Accreditations

All of our Mexican airports are enrolled in the "Environmental Quality" certification program of the Federal Officer for Environmental Protection, or “PROFEPA.” Our airports in Aguascalientes, Hermosillo, La Paz, Los Mochis, and Morelia also have the highest Environmental Performance certification. Guadalajara and Guanajuato are in the process of renewing this level of certification. Tijuana and Hermosillo have the same Environmental Quality Level.

In addition, we have registered 14 of our airports for Airport Carbon Accreditation (“ACA”) from the Airports Council International (“ACI”). In 2023, Puerto Vallarta, Aguascalientes, and Guadalajara airports renewed their ACA Level 3 (optimization). Morelia, Manzanillo, and Mexicali upgraded their accreditation to level 3. Tijuana, Guanajuato, Hermosillo, La Paz, Los Mochis, Los Cabos, and Montego Bay airports renewed their ACA Level 2 (reduction). In 2023, Kingston obtained its accreditation in Level 1.

Employee Health and Safety

To guarantee occupational health and safety, as well as institutionalize the prevention of occupational hazards, we have begun to implement a self-administered program promoted by the Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social), or “STPS,” and based on national and international standards and regulations, to ensure the operation of a safe and clean airport network in Mexico. The voluntary compliance program comprises three levels of recognition: (i) for compliance with health and safety regulations, (ii) for actions that promote continuous improvement in health and safety standards, and (iii) for successful management of health and safety standards. In this program, we have obtained the following certification levels: Level 1 (Morelia airport), Level 2 (Manzanillo and Puerto Vallarta airports), and Level 3 (Guadalajara).

A key component of the voluntary compliance program is the Safety and Hygiene Commission, which we have established at each airports. These commissions conduct investigations and reviews of the work area, verifying the implementation of the voluntary compliance program and recommending additional improvements to create optimal working conditions. This depends on the airport’s needs. To accomplish our voluntary compliance program goals and to raise awareness among our workers, our workers also received a Safety and Hygiene course about the importance of preventing occupational hazards to mitigate accidents and occupational diseases, generate healthy environments, and comply with the health and safety regulations of the STPS.

Along with these commissions, we have also formed brigades to help minimize the impact and risk through evacuation and first aid plans. The reason for this is any natural phenomenon that could negatively affect the safety of our employees or operations.

In addition, as part of our company policies, we provide an annual general medical review for certain employees. As part of our philosophy of well-being and quality of life, we also allocate approximately Ps.23.0 million per year to organize cultural and sports activities, thus encouraging physical activity. Together, these measures help provide a suitable workplace for our employees, and the relevant safety tools and equipment to prevent accidents and diseases to the extent possible.

In 2020, due to the pandemic, we implemented a home office model to work remotely and preserve the health and safety of our employees. The home office model to work remotely continued during 2023 and 2024. In 2021, we helped transport some of our employees to Tijuana and Los Angeles, California vaccinating against COVID-19.

Workplace Culture

Our policy is to provide the same job opportunities to all qualified applicants and to provide employees with a work environment free of harassment or discrimination, where each employee behaves respectfully towards their co-workers, promoting a spirit of collaboration regardless of gender, age, religion, or hierarchical level.

In 2024, we refocused our approach to Diversity, Equity, and Inclusion (DEI) by adopting a more holistic perspective. We transformed our Women's Committee into the DEI Committee to ensure that all our processes and ways of working are aligned with the principles of diversity and inclusion. This committee will support specific groups across various pillars of our organization.

Since 2009, we have been evaluated by Expansión Magazine as a “Super Company” in Mexico concerning workplace culture and professional climate. Since 2013, according to this publication’s annual evaluation of workplace culture, we have been ranked among the top ten companies in Mexico. On May 4, 2021, the Ministry of Labor and Social Prevention recognized us as an “Empresa Responsable de Buenas

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Prácticas Laborales” (Responsible Company with Good Labor Practices). In 2024, we achieved a significant milestone by qualifying for the first time in the national ranking and securing a spot once again in the Top 10 of the Western Region as a company certified as a “Best Place to Work in Mexico” by the Great Place to Work Mexico Institute.

In 2023, we obtained the EDGE (Equity, Diversity and Gender Equality) certification, as its Assess level, as a result of our performance evaluation, according to the most rigorous global standards in diversity and inclusion.

With respect to labor matters, we have a social policy whereby we negotiate contracts, and salary increases with our workers’ unions to increase the social welfare of each of our workers within the context of equality, productivity, and a commitment to merging our workers’ objectives with those of our business. Salaries for our non-union workers are reviewed based on their performance evaluation and the degree to which their individual and business objectives are met.

Training programs are available at all levels of our organization. Annual Training Plans are scheduled and reviewed in collaboration with each area of our organization and are available at all levels. In the second half of 2024, we focused on developing the Leadership Profile Program. This program addresses leaders’ responsibilities as people managers, as well as their soft skills and values that align with GAP Culture. In this context, we implement trust triggers throughout the organization, which have become central to our ways of working.

Additionally, at the end of 2024, we collaborated with c-level positions to create the Succession Plan. This plan serves as a preventive measure, allowing us to anticipate changes and make timely strategic decisions. It ensures stability, growth, and sustainable development of our organization in the medium and long term. This exercise will also serve as a foundation for continuing the succession project for deputy directors and managers.

We are continuously evolving our work culture through the SOMOS GAP Project, “Collaborating with Passion.” Our focus is not only on providing training and personnel management tools for our leaders but also on encouraging all our employees to serve as role models of efficiency, effectiveness, and productivity. In addition to modernizing our work style, we place a significant emphasis on well-being and work-life balance to promote overall development within the organization.

Our benefits package is maintained at very competitive levels compared to the labor market in each of the regions where our airports are located, thus reducing turnover.

Supply Chains and Sourcing

As part of our supplier bidding process, we include our code of ethics as part of the initial information package. We do this to ensure that our suppliers comply with our ethical standards. The terms and conditions of our contract with suppliers then include provisions designed to ensure that our suppliers comply with labor laws and regulations. This includes requirements to monitor legal and regulatory compliance in employer responsibilities and occupational health and safety.

In our supplier development program, we strategically select suppliers based on the contracting amounts, technical complexity of their work or impact on the quality of the service provided by us. Once the provider is selected, visits and face-to-face monitoring are carried out at its facilities to verify, among other things, that the supplier’s policies, guidelines, and processes comply with legal and regulatory requirements, as well as the management’s approach to staff development and the safety of the work environment. Once a contracted supplier has completed their work, we evaluate their performance to determine whether they should be invited to participate in future bids.

Community Initiatives and Philanthropic Efforts

GAP Foundation (Fundación GAP)

GAP Foundation is a non-profit organization established by GAP in May 2013 to improve social welfare in communities near our airports. The foundation focuses on education and engages in other charitable activities as well. The GAP Foundation has two main axes; the first one is “GAP Schools,” to provide high-quality education for children in disadvantaged communities near Guadalajara and Los Cabos airports. The second axis is the Community Centers, which aim to support and promote airport community employees and their families by providing access to education. The purpose of this second axis is to try to end the educational lagging in the airports by giving support to airport community employees and their families so they can finish their elementary, middle school, and high school education, and by also providing technical training courses to strengthen professional skills and knowledge.

In September 2014, the first Fundación GAP School was inaugurated near Guadalajara airport, starting with a class of first grade and 60 students. A new class has been added every year since then. In 2016, another school was built near Los Cabos airport, starting with 60 students. In 2018, a third school was opened near Guadalajara airport, and it also had 60 students. In 2020, the first middle school was opened for the first generation of students from the first school in Guadalajara. And in 2022, a second middle school in Los Cabos was opened as well. In

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2023, the first GAP High School started in Guadalajara with 45 students; the “Tecnológico de Monterrey” School led the academic program. In 2024, the third middle school was opened in Guadalajara. All GAP Schools are part of "Red SER," a national association that manages schools in underserved communities across the country, inspired by KIPP Schools’ teaching methods.

By the end of 2024, the Foundation had 1,395 students, 929 in Guadalajara and 466 in Los Cabos. The schools provide all the students with psychological support and a balanced diet that includes breakfast and lunch. Also, our four dining rooms are certified for health and balanced nutrition (“Distintivo H”).

Regarding the Community Centers, in 2019, four Community Centers were opened for the first time in Guadalajara, Los Cabos, Aguascalientes, and Puerto Vallarta airports. In 2021, eight additional Community Centers were opened in Tijuana, La Paz, Los Mochis, Hermosillo, Guanajuato, Mexicali, Morelia, and Manzanillo airports. These centers aim to support and promote airport community employees by providing access to education through four categories: Educational Lag, Aeronautics, Hospitality and Commercial, and Trade Workshops. In 2024, 20,541 people were enrolled in the Community Centers, 1,285 in formal education, and 18,384 were trained in more than 872 complementary courses.

The foundation is supervised by a board of trustees presided over by Mrs. Diez-Barroso. Every year, the board of directors reviews the donation to the foundation. For 2024, the board of directors approved a Ps.130.4 million donation, and over the past ten years, GAP has made around Ps.600.0 million in donations. During 2024, we received additional donations from third parties, and also, in November 2024, we hosted for the second time a Fundraising Dinner. The total additional donations we received during 2024 amounted to Ps.17.9 million.

Philanthropic Efforts

GAP has been awarded the Socially Responsible Company Distinction by the Mexican Center for Philanthropy (Centro Mexicano para la Filantropía), or “CEMEFI,” for 16 consecutive years.

Fundación GAP awarded Augem Technologies the “Premio Emprendedor Social Coparmex Jalisco 2024” for its social entrepreneurship business model. This social entrepreneur company developed a patented ultrasonic device that provides independence and safety in daily life by alerting visually impaired individuals to obstacles that the cane cannot detect. The award recognizes entrepreneurs and includes a monetary prize that varies by year. A committee from Coparmex (Confederación Patronal de la República Mexicana or the Mexican Employers’ Association) selects the finalists based on their social projects. Once the finalists are selected, we choose the yearly winner based on the finalists’ ability to make the greatest social impact.

Lastly, GAP provides aid for the family members of our students and scholarships for our employees’ dependents. In 2022, 2023, and 2024, we invested Ps.3.1 million, Ps.3.9 million, and Ps.4.5 million, respectively, in these programs.

Commitment with Environmental, Social, and Corporate Governance matters

On April 22, 2022, we presented at the Annual General Ordinary Shareholder’s Meeting our 2030 Sustainability Strategy, under the philosophy and commitment to improve environmental, social and governance matters (“ESG”).

A detailed review was conducted of the state of internal management concerning ESG topics and trends to define goals, objectives, actions, and KPIs to enhance the sustainable management of ESG issues and trends.

The strategy has four main axes, integrating 30 key goals for 2030. Each axe is comprised of material topics and goals to address the topics in which we seek to generate a greater positive impact or reduce the negative impact caused by our operations: environmental commitment, competitive development, social empowerment, and ethical governance. Our strategy is aligned with the United Nations 2030 Agenda and addresses 12 of the 17 Sustainable Development Goals on which we have the greatest impact through our operations and services, among which are no poverty, clean water and sanitation, climate change, and gender equality.

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REGULATORY FRAMEWORK

Sources of Mexican Regulation

Principal Laws Governing Our Mexican Operations

The following are the principal laws, regulations and instruments (each as subsequently amended) that govern our business and the operation of our Mexican airports:

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

•the Mexican Airport Law (Ley de Aeropuertos), enacted December 22, 1995;

•the regulations under the Mexican Airport Law (Reglamento de 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 Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, and revised on an annual basis;

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

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

•the concessions that entitle our subsidiaries to operate our twelve Mexican airports, which were granted on June 29, 1998, and amended on November 15, 1999.

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 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, a concession granted by the SICT is required to 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 (a) entities considered part of “the federal public administration” as defined under Mexican law and (b) any private company the principal shareholder of which is a state or municipal government; (ii) concessions granted to operators of private airports (that have operated privately for five or more years) wishing to begin operating their facilities as public service airports and complying with certain requirements; and (iii) complementary concessions granted to existing concession holders that comply with certain requirements. 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 SICT granted twelve concessions to operate, maintain and develop the twelve principal airports in Mexico’s Pacific and Central regions 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, our privatization, through which our strategic shareholder acquired 15% of our capital stock, was conducted through a public bidding process. Each of our Mexican concessions was amended on November 15, 1999. This amendment was made in order to, among other things, incorporate each airport’s maximum rates and certain other terms as part of the concession.

On February 17, 2000, regulations under the Mexican Airport Law were issued. We believe we are currently complying with the material requirements of the Mexican Airport Law and its regulations. Non-compliance with these regulations could result in fines or other sanctions being assessed by the SICT and are among the violations that could result in the termination of a concession if they were to occur two or more times in a period of ten years.

The Mexican National Assets Law, among other things, establishes regulations relating to concessions granted with respect to property held in the public domain, including the airports that we operate. The Mexican National Assets Law requires concessionaires of real property held in the public domain and used for administrative or non-public purposes to pay a tax and establishes grounds for revocation of concessions for failure to pay applicable taxes, but does not specify which taxes must be paid, including whether certain taxes to municipalities must be paid by a concessionaire.

Under the Mexican Federal Duties Law, 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. This concession tax may be revised annually by the Mexican Congress. It was set at a rate of 5% until 2023 and, starting in January 2024, the applicable percentage is 9%. The Mexican concessions establish that any increase in this

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percentage can be included in the reference value of the next tariff review for the remaining period of the concession, to recover the amount paid and not included in the maximum current rates.

Mexican Airport Law and Civil Aviation Law

On November 8, 2017, changes to the Mexican Airport Law took effect, which modified various regulations, primarily impacting airlines. One of the changes contemplated is the payment of indemnification for passengers delayed for longer than two hours. The revised law further clarifies that payment will be made if the airport concessionaire or airline is at fault for the delay. As of the date hereof, there is no process in place to determine who is responsible for delays. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We cannot predict how the laws and regulations governing our business will be applied.”

Recent Amendments to the Mexican Airport Law and the Mexican Civil Aviation Law

On May 3, 2023, the Mexican government published a decree amending the Mexican Airport Law and the Mexican Civil Aviation Law, introducing several changes such as (i) changing the administrative nature of the AFAC from a regulatory agency to a decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications, and Transportation; (ii) enhancing the regulatory and supervisory responsibilities of the AFAC over civil aviation matters, which were previously assigned to the SICT, including the issuance of technical and administrative regulations applicable to the master development programs; (iii) authorizing the Ministry of Infrastructure, Communications, and Transportation to grant, for an indefinite term, assignments to state-owned entities for the management, operation, and, if applicable, construction of airports; (iv) mandating additional obligations for concessionaires to notify the AFAC about changes in the board of directors, amendments to the bylaws, or any change in the corporate structure of the concessionaire; (v) modifying certain causes for revocation of the concessions and establishing applicable sanctions for concessionaires not complying with flight schedules, timetables, among others; (vi) including a list of causes for revocation of permits granted to aerodromes; (vii) to enforce other concessionaires of civil aerodromes to allow the use and provide airport services to military aircraft for search and rescue activities, for providing support in case of disasters and emergencies, (viii) authorizing the SICT to grant assignments to state-owned entities for providing the service of national air transportation, and (ix) prohibiting cabotage practices of foreign airlines in Mexican territory.

Additionally, such amendments to the Mexican Airport Law (Ley de Aeropuertos) and the Mexican Civil Aviation Law (Ley de Aviación Civil) give the AFAC a greater authority over aviation matters, including, among others (i) granting the authorizations and permits established in the Mexican Airport Law, and deciding on their extension, suspension, amendment, termination or revocation, (ii) overseeing compliance with the terms and obligations arising from concessions, assignments, permits and authorizations and other technical-administrative provisions, (iii) issuing air traffic rules, and (iv) establishing the basis for the assignment of landing and take-off schedules of aircrafts in civilian aerodromes with high traffic.

Amendment to Rules for Tariff Regulation

On October 4, 2023, we received a notification from the AFAC, a decentralized entity of the SICT, informing its decision to unilaterally and without any prior communication with us to modify the terms of the rules for tariff regulation set forth in Annex 7 of the concession agreements dated June 29, 1998, as amended, in connection with the airports GAP operates in Mexico’s Pacific Region. Section 10.21 of the concession agreement provides that Annexes 1 through 5 and Annex 7 may be unilaterally amended by the SICT in accordance with applicable law and regulations. On October 19, 2023, AFAC notified us that the new rules have immediate application, however, the Master Development Plan and the current maximum tariffs (approved in the tariff review for the period 2020-2024) remained in place. The modification to the tariffs based on the new tariff base regulation was applied to tariffs starting on January 1, 2025.

The amendments to the rules for tariff regulation include, among others: (i) changes to the discount rate, from cost of capital to weighted average cost of capital, and clarifies some inputs of the formula which were not clear in previous rules; (ii) a claw-back provision related to the excess of real workload units over 3.0% of the workload unit projected in the tariff determination on consolidated basis; (iii) a re-estimation of the reference values of the airports to determine the joint maximum tariff of the period, based on the average traffic units of the last five years; and (iv) a determination of terminal value, taking into consideration the final year of the five-year projection of the ordinary review excluding non-recurring investments, projecting from year six to the end of the concession period.

As of the date of this report, we have completed the process for the tariff adjustments and MDP for 2025-2029 applying the new methodology with a positive result in terms of Maximum Tariffs and MDP, which was announced on August 27, 2024. Even though we obtained a positive outcome, we cannot guarantee that the AFAC or any other regulatory authority will refrain from further amending the terms of the tariff base regulation, which may potentially affect the maximum rates in the next ordinary review. Now, we can confirm that during the process for 2025-2029 period the new regulatory framework was respected.

See “Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.”

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Mexican Federal Duties Law

On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law. As a result of such amendment, the concession fee that concession holders must pay for the use of federal airports, was increased from 5.0% to 9.0% of their gross annual regulated revenues derived from such use. The amendment became effective on January 1, 2024.

Federal Economic Competition Commission

The Federal Economic Competition Law (Ley Federal de Competencia Económica), among other things, extinguished the former Federal Competition Commission and created the Federal Economic Competition Commission (Comisión Federal de Competencia Económica), or “COFECE,” as an autonomous agency to be the competition authority for all industries except telecommunications and broadcasting. The law grants broader powers to COFECE, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition. The law also sets forth significant changes in connection with mergers and anti-competitive behavior, increases liabilities and the number of fines that may be incurred for violations of the law, and limits the availability of legal defenses against the application of the law. If COFECE determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions. This is for or in connection with the specific service or product. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations, and decrees applicable to us could have a material adverse impact on our operations.”

Role of the SICT

The SICT is the principal regulator of airports in Mexico and is authorized by the Mexican Regulations, mainly by the Mexican Airport Law to perform primarily 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 met;

•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.

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 SICT is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The SICT offers these services through the Mexican Air Traffic Control Authority, which is a division of the SICT. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.

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Mexican Airport Concessions

Scope of Concessions

We hold concessions granted to us by the Mexican government to operate, maintain and develop twelve airports in the Pacific and Central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term, each of which terms began on November 1, 1998. This initial term of each of our Mexican concessions may be renewed for one or more terms for up to an additional 50 years, subject to the concession holder’s acceptance of any new conditions imposed by the SICT and to its compliance with the terms of its concession. Each of the concessions held by our subsidiary concession holders allows 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 the regulations thereunder; 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, these assets, together with any improvements thereto, automatically revert to the Mexican government.

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. Security regulations must 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 inspecting passengers and their carry-on baggage before they reach the departure gates, while the transporting airline is responsible for the inspection of checked baggage and cargo. If public order or national security is endangered, the proper 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 SICT. No agreement documenting liens approved by the SICT 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 SICT. The SICT 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 SICT 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 proper 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 insurance in specified amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the SICT. To date, the SICT has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are established. We and our subsidiary concession holders are jointly and severally liable to the SICT 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 Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of the concession held by any one of our subsidiaries, the SICT is entitled to revoke the concession held by all of our subsidiaries.

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Classification of Services Provided at Airports

The Mexican Airport Law and the regulations thereunder 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. This agreement is to provide such services. These services include the following:

•the use of airport runways, taxiways and aprons for landing, aircraft parking and departure;

•the use of hangars, passenger walkways, airport 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 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, passenger check-in, aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.

•Commercial Services. Commercial services are services that are not considered essential to the operation of an airport or aircraft. The list includes, among others, retailers, restaurants, banks and advertisers to whom we lease space.

A third party providing complementary or commercial services to an airport is required to do so only pursuant to a written agreement with the relevant concession holder. On November 1, 2012, we entered into an agreement with a third party with respect to the provision of airbus and passenger walkway services at all of our airports. Accordingly, we no longer provide these services directly. As of the date of this report, this is the only agreement with a third party regarding the provision of regulated services. All agreements relating to airport or complementary services are required to be approved by the SICT. 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 are required to be corporations incorporated under Mexican law.

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. The concession holders have no and do not provide complementary services, as these services are provided by third parties.

In the event of force majeure, the SICT may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure 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. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – The Mexican government may terminate or re-acquire our Mexican concessions under various circumstances, some of which are beyond our control.”

A concession holder is also required to take all necessary measures to create a competitive market for complementary services. A concession holder may not limit the number of providers of complementary services at its airport, except in instances where space, efficiency and/or safety considerations warrant such limitations. If a concession holder denies entry to any complementary service provider for reasons other than the above, such service provider may file a complaint with the SICT. The SICT shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized.

Master Development Programs

Each concession holder is required to submit to the SICT a Master Development Program describing, among other things, the concession holder’s construction and maintenance plans.

Each Master Development Program must be updated every five years and resubmitted for approval to the SICT. Upon such approval, the Master Development Program is deemed a part of the relevant concession. Any major construction, renovation, or expansion of an airport may only be made with the approval of the SICT, according to a concession holder’s Master Development Program.

Information required to be presented in the Master Development Programs includes:

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•airport growth and development expectations;

•fifteen-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 ten years;

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

•any financing sources; and

•environmental protection measures.

Each concession provides for 24 months for the preparation and submission of the concession holder’s Master Development Program and requires the concession holder to engage recognized independent consultants to conduct polls among airport users concerning current and expected quality standards to prepare air traffic projections and assess investment requirements. 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 SICT. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new Master Development Program to the SICT. The SICT may request additional information or clarification as well as seek further comments from airport users. The Ministry of Defense (Secretaría de Defensa Nacional) may also comment on the Master Development Programs.

Any major construction project, renovation or expansion related to an airport can only be done pursuant to the Master Development Program of the concession holder or with the approval of the SICT. We are required to spend the full amounts set forth in each investment program under our Master Development Programs.

Changes to a Master Development Program, including the related investment program, require the approval of the SICT. This is except for emergency repairs and minor works that do not adversely affect an airport’s operations.

Once capital expenditures related to the Master Development Programs are established, they are adjusted annually according to Mexican PPI’s construction price index increases. The concessionaire is obligated to meet the adjusted amounts.

On August 27, 2024, the SICT approved new maximum tariffs and Master Development Programs for the five-year period from 2025-2029 for each of our Mexican airports. The combined maximum tariffs are expressed in workload units for each airport and were determined by the SICT based on traffic projections, operating costs, and capital investments included in the Master Development Programs, as well as in accordance with pre-determined parameters for the calculation of the maximum tariff outlined in the concession for each airport.

We allocated 81.9% of our committed investments for the 2025-2029 period to our Guadalajara, Tijuana, Los Cabos, and Puerto Vallarta airports. The investments in the new Master Development Programs for the 2025-2029 period represent the sixth investment period within the terms of our concessions and represent an increase of 88.5% compared to the 2020-2024 period. These committed investments reflect the highest investment amounts committed to date.

Our Master Development Programs are approved by the SICT for periods of five years, as stated in our Mexican concessions. We are required to comply with the five-year period investment obligations under the Master Development Programs, and the SICT may apply sanctions if we do not so comply. Recently, the SICT reviewed our compliance on an annual basis. The SICT may choose to do this revision officially and apply sanctions annually if it determines that we have failed in our investment obligations. In March 2023, 2024, and 2025, the SCT certified our compliance with our Master Development Programs through 2022, 2023, and 2024, respectively. For a description of the latest amendment to the rules for tariff regulation effective as of October 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

Mexican Aeronautical Services Regulation

The Mexican Airport Law directs the SICT to establish price regulations for services without a competitive market, as determined by the Mexican Antitrust Commission. In 1999, the Mexican Antitrust Commission ruled that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the SICT to establish regulations governing the prices that may be charged for airport services. In addition, access fees may be charged to third parties rendering complementary services at our airports. On November 15, 1999, a revised regulation, the Rules for Tariff Regulation (Regulación Tarifaria), was incorporated into the terms of each of our Mexican concessions, which was amended on October 19, 2023. This regulation provides a framework for the SICT to set five-year maximum rates. See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.” For a description of the latest amendment to the rules for tariff regulation effective as of October 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

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Regulated Revenues

The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of airport facilities by airlines and passengers and principally consist of a fee for each departing passenger, aircraft landing fees based on an aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from an aircraft to the terminal building, a security charge for each departing passenger and the leasing of space to, and collection of access fees from, third parties that provide complementary services at our airports.

All our revenues from aeronautical services are subject to a price regulation system established by the SICT. Under this price regulation system, the SICT establishes a maximum rate for each airport every year for a five-year period. The maximum rate is the maximum amount of revenue per workload unit earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one 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.

The maximum tariffs for the 2025-2029 five-year period are expressed in constant pesos as of December 31, 2023. They are adjusted by the inflation rate according to the Mexican PPI, excluding petroleum, and by the efficiency factor at the end of any given year. Since the inflation rate for each applicable year, as measured in terms of the variation of the Mexican PPI, excluding petroleum, is not known at the beginning of the application of the maximum tariffs negotiated with the Mexican Directorate General of Civil Aviation, the adjustment for inflation is not included in the maximum rates set at the beginning of each five-year period. These adjusted tariffs will be applicable once they are published.

We can set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%) as long as the combined revenues from regulated services at an airport do not exceed the maximum rate per workload unit at that airport. Each year, the SICT certifies that our regulated revenues divided by workload units are equal to or below the established maximum rate for the period. The SICT has reviewed our maximum rates and certified that we did not collect revenues in excess of the permitted level in 2021, 2022, and 2023. The review for 2024 will take place during the second quarter of 2025. Since our aggregate revenues resulting from regulated services are not otherwise restricted, passenger and cargo traffic increases permit greater revenues overall within each five-year interval for which maximum rates are established. However, according to the Rules for Tariff Regulation effective since October 19, 2023, there is a claw-back provision related to the excess of workload units over 3.0% of the workload unit projected in the tariff determination on a consolidated basis beginning in the 2025-2029 period.

In 2022, 2023, and 2024, approximately 64.3%, 56.5%, and 55.7%, respectively, of our Mexican airports’ total revenues were earned from aeronautical services subject to price regulation under our maximum rates (81.0%, 76.2%, and 70.1%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Our revenues from non-aeronautical services, including those we earn from most commercial activities in our terminals, are not regulated under our maximum-rate price regulation system and are therefore not subject to a ceiling under any regulation. 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.”

Maximum Rates

Each airport’s maximum rate is determined by the SICT based on a general framework established in our Mexican 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. It also includes projected annual efficiency adjustments determined by the SICT. The schedule of maximum rates for each airport is established every five years.

Maximum Rates for 2025 through 2029

On August 27, 2024, the SICT set new airport maximum rates for the five-year period from January 1, 2025, through December 31, 2029, expressed in constant pesos as of December 31, 2023. These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under “Special Adjustments to Maximum Rates.” See “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.” The following table sets forth the maximum rates for each of our airports under the Master Development Programs that went into effect as of January 1, 2025:

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Current Maximum Rates (1)

		Year ended December 31,
		2025				2026				2027				2028				2029
Guadalajara			349.44				346.65				343.87				341.12				338.39
Tijuana			266.45				264.31				262.20				260.10				258.02
Los Cabos			524.20				520.01				515.85				511.72				507.63
Puerto Vallarta			522.06				517.88				513.74				509.63				505.55
Guanajuato			349.61				346.82				344.04				341.29				338.56
Mexicali			252.45				250.43				248.43				246.44				244.47
La Paz			287.13				284.83				282.55				280.29				278.05
Morelia			412.49				409.19				405.92				402.67				399.45
Hermosillo			261.29				259.20				257.13				255.07				253.03
Aguascalientes			270.36				268.20				266.05				263.93				261.81
Los Mochis			296.10				293.73				291.38				289.05				286.74
Manzanillo			357.18				354.32				351.49				348.67				345.88

(1)Expressed in constant pesos as of December 31, 2023, and applying the efficiency factor described below under “Methodology for Determining Future Maximum Rates.”

Methodology for Determining Future Maximum Rates

The rules for tariff regulation, as amended, provides that each airport’s annual maximum rates are to be determined at five-year intervals based on the following variables:

•Projections for the next fifteen years of workload units, as well as operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation for the next 5 years. The concessions provide that projections for workload units are to be derived from the terms of the relevant concession holder’s Master Development Program for the following fifteen years;

•Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality 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 SICT. The concessions provide that the discount rate shall be based on the weighted average cost of capital formula (on a pre-tax basis), as well as Mexican economic conditions. The concessions provide that the discount rate shall include the risk-free rate of return based on the average over the last five years of the return on dollar-denominated UMS (United Mexican States) bonds issue in the global markets with maturity periods of between 5 and 30 years, plus a market-risk premium based on the premium paid by the market for investment in assets on the stock market; and

•An efficiency factor to be determined by the SICT expressed in decimals. The maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.80% for the five-year period from January 1, 2025, through December 31, 2029.

Our Mexican concessions specify a discounted cash flow formula to be used by the SICT to determine the maximum rates that, given the projected earnings before interest, taxes, depreciation and amortization, 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. The maximum rates ultimately established by the SICT historically have resulted from a negotiation between the SICT and us regarding these variables. Once the maximum rates are established, they must be adjusted each year by the efficiency factor and by the Mexican PPI, excluding petroleum. Also, once the maximum rates are established based in part on the capital expenditures included in our Master Development Programs, the capital expenditures must be adjusted according to the Mexican PPI’s construction price index.

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The concessions provide that each airport’s reference values, and discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the SICT 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 are 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 any shortfall. On the other hand, from the seventh ordinary period of determination of the Joint Maximum Tariff, a comparison will first be made of forecast traffic units in the immediately preceding five-year period against the actual traffic results over the same time. If there is an accumulated difference greater than 3.0% in the airport group, an adjustment will be made to the reference value (year six according to the authorization document) to be used for the new calculation. The economic value resulting from the excess traffic units above 3% will be deducted from the reference value for year 6 of the five-year period immediately preceding the regular review. Economic value means regulated revenue less concession fees on the excess income.

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the SICT may proportionately reduce the maximum rate in the immediately subsequent year. In addition, it may assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in Mexico. On January 1, 2025, the daily general minimum wage in Mexico was Ps.278.8. As a result, the highest penalty at such date could have been approximately Ps.13.9 million (approximately U.S.$685.8 thousand) per airport.

As established by the SICT, 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 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 to 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 to its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds will be approved.

•Macroeconomic conditions. A concession holder may request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican GDP in a twelve-month period, the workload units processed at the concession holder’s airport are less than those projected when its Master Development Program was approved. To grant an adjustment under these circumstances, the SICT must have already allowed the concession holder to decrease its projected capital improvements under its Master Development Program. This is a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds will be approved.

•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. There can be no assurance that any request on these grounds will be approved.

•Failure to make the required investments or improvements. The SICT annually reviews 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 SICT 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 SICT is also entitled to assess penalties against the concession holder.

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Other Regulation of Mexican Concessions and Concession Assets

Ownership Commitments and Restrictions

The Mexican concessions require us to retain a 51% direct ownership interest in each of our twelve Mexican concession holders throughout the term of these concessions. Any acquisition by us or by one of our Mexican concession holders of any additional Mexican airport concessions or a beneficial interest of 30% or more in another Mexican concession holder requires the consent of the Mexican Antitrust Commission. In addition, Mexican 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 the holder of an airport concession.

Reporting, Information and Consent Requirements

Mexican concession holders and third parties providing services at airports are required to grant the SICT access to all airport facilities and information relating to an airport’s construction, operation, maintenance, and development. Each Mexican concession holder is obligated to maintain statistical records of operations and air traffic movements at its airport. In addition, it is obligatory to provide the SICT with any information that it may request. Each Mexican concession holder is also required to publish its annual audited 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 SICT for 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;

•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.

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

The SICT requires notification of any change in a concession holder’s chief executive officer, board of directors, or management. A concession holder is also required to notify the SICT at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation, or spin-off of the concession holder.

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;

•its surrender by the concession holder;

•the revocation of the concession by the SICT;

•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.

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Revocation of Concessions

A concession may be revoked by the SICT under certain conditions, including:

•the failure by a concession holder to operate, maintain and develop an airport pursuant to the terms established in the concession;

•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 SICT;

•use, with a concession holder’s consent or 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 airport concession tax;

•failure to own at least 51% of the capital stock of subsidiary concession holders;

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

•total or partial interruption of the operation of an airport or its airport or complementary services without just cause;

•the failure to maintain an 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 SICT 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 an airport; or

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

The SICT is entitled to revoke a concession without prior notice as a result of the first six events described above. Regarding the other violations listed above, violations may result in revocation of a concession only if sanctions have been imposed at least two times for the same cause in a ten-year period.

Pursuant to the terms of our Mexican concessions, in the event the SICT revokes one of our Mexican concessions, it is entitled to revoke all of our Mexican concessions.

According to the Mexican National Assets Law, the surface area of our airports and improvements to such space are 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 declaration of reversion (rescate), 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 operation (requisa) of any airport and any airport assets, as well as any airport and complementary services. Such government action may exist only during the duration of an emergency. Except in the case of war, the Mexican federal 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 must be determined by experts jointly appointed by both parties and the amount of losses must be determined based on the average net income of the concession holder during the previous year.

The Mexican Airport Law provides that a sanction of up to 200,000 times the general daily minimum wage in Mexico may be assessed for failure to comply with the law or the terms of a concession. Such sanctions may be duplicated in the event of reiterative failures to comply. As a result, the maximum penalty on January 1, 2025, was Ps.55.8 million (U.S.$.2.8 million) for an individual failure to comply.

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Consequences of Termination or Revocation of a Concession

Upon termination, whether due to 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 federal government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession. These assets will be purchased at prices established by expert appraisers appointed by the SICT. Alternatively, the Mexican government may lease these assets for up to five years at fair market rates as determined by expert appraisers selected by the Mexican government and the concession holder. If there is 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. This is 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 Mexican concessions will prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our Mexican concessions, the assets used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Mexican 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. Under certain circumstances, the Federal Competition Commission has the power to prohibit a party from bidding and cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:

•any person who holds a permit to operate a civil aerodrome and intends 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;

•a current concession holder 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;

•a current concession holder when it is in the public interest for its 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.

Mexican Environmental Regulation

Legislative Framework

Our operations are subject to Mexican federal, state, and municipal laws and regulations relating protecting the environment. The primary federal environmental laws applicable to our operations are: (i) the General Law of Ecological Balance and Environmental Protection (Ley General de Equilibrio Ecológico y Protección Ambiental, or the “General Environmental Law”) and its regulations, which are administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and enforced by the Ministry’s enforcement branch, the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente); (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos, or the “Law on Waste”), which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Office for the Protection of the Environment; and (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission (Comisión Nacional del Agua), also a branch of the Ministry of the Environment and Natural Resources.

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Under the General Environmental Law, regulations concerning air pollution, environmental impact, land use, soil contamination, noise control, hazardous waste, environmental audits, and natural protected areas have been enacted. The General Environmental Law also regulates, among other things, vibrations, thermal energy, and visual pollution. However, the Mexican government has not yet issued enforceable regulations on the majority of these matters. The General Environmental Law additionally provides that companies contaminating soils are responsible for their clean-up. Further, according to the Waste Law, owners and/or possessors of property with soil contamination are jointly and severally liable for the remediation of such contaminated sites. This liability is independent of any recourse or other actions such owners and/or possessors may have against the contaminated party. It is also independent of the criminal or administrative liability to which the contaminated party may be subject. Restrictions on the transfer of contaminated sites also exist. The Waste Law also regulates hazardous waste generation, handling, and disposal.

Pursuant to the National Waters Law, companies that discharge wastewater into national water bodies must comply with, among other requirements, maximum permissible contaminant levels. This is in order to preserve water quality. Periodic reports on water quality must be provided to the competent authorities. Liability may result from the contamination of underground waters or recipient water bodies. The use of underground waters is subject to restrictions under our Mexican concessions and the National Waters Commission.

In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), or “NOMs,” which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and the General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), establish limits on air emissions, wastewater discharges, the generation, handling and disposal of hazardous waste and noise control, among other matters.

The General Environmental Law and Waste Law establish the principal policies for soil remediation. Remediation standards and procedures are gradually beginning to be implemented through NOMs.

Although not enforceable, the internal administrative criteria on soil contamination of the Federal Office for the Protection of the Environment are widely used as guidance in cases where soil remediation, restoration, or clean-up is required.

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 the competent environmental authorities. These authorizations are for the performance of activities that may impact the environment or 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 environmental audits to 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. 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 adopt specific actions within a determined time frame.

The Federal Office for the Protection of the Environment has confirmed that we have complied with the relevant environmental requirements derived from the aforementioned environmental audits. It has issued compliance certificates for all of our airports. These certificates, known as Environmental Quality Certificates (Certificados de Calidad Ambiental), certify compliance with applicable Mexican environmental laws, regulations and applicable NOMs and must be renewed periodically.

In June 2013, a decree was published in the Official Gazette of the Federation (Diario Oficial de la Federación), issuing the Federal Environmental Responsibility Law (Ley Federal de Responsabilidad Ambiental). As part of the Federal Environmental Responsibility Law, various provisions were amended, added, and revoked of the General Law of Ecological Equilibrium and Protection of the Environment, the General Law of Wildlife, the General Law for the Comprehensive Prevention and Waste Management, the General Law for Sustainable Forest Development, the National Water Act and the Federal Criminal Code, among others, to the effect that any person or company whose acts or omissions directly or indirectly cause harm to the natural environment, is obligated to repair the environmental damage, or when reparation is not possible, to compensate for the harm, and undertake any necessary actions to avoid increasing the harm. A second general aspect of this reform is the creation of expanded standing so that individuals, including Mexican environmental non-profits, may initiate lawsuits to protect property they do not directly own.

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In 2018 a new carbon dioxide (“CO2”) market commenced operating in Mexico. The market requires industries that generate above a certain amount of CO2 emissions, including airport concession owners, to pay for rights to excess emissions. Since 2019, the legislation has required that companies subject to it report their global emissions as verified by the Mexican Emissions Registry (Registro Nacional de Emisiones). We are subject to this legislation and began reporting our emissions in 2018. In 2019, we began submitting our emissions reports for verification by the Mexican Emissions Registry. In addition, new water quality standards are being discussed, requiring better water quality for all of our wastewater disposal. During 2024, standards have not undergone modifications. For more information, see “Item 3, Key Information – Risk Factors – Risks Related to Mexico – Increasing scrutiny and evolving expectations from customers, regulators, investors and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.”

Liability for Environmental Noncompliance

The legal framework for environmental liability applicable to our operations is generally outlined above. Under the terms of our Mexican concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998. This includes any failure by ASA prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. Although there can be no assurance, we believe that we are entitled to indemnification for any liabilities related to the actions our predecessor was required to perform or refrain from performing under applicable environmental laws and its agreements with environmental authorities. For further information regarding these liabilities, see Note 27 to our audited consolidated financial statements.

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 North American Agreement on Environmental Cooperation entered into by Canada, the United States, and Mexico in the context of USMCA, and by other international treaties on environmental matters. We do not expect compliance with Mexican federal, state or municipal environmental laws currently in effect to have a material adverse effect on our financial condition or results of operations. However, there can be no assurance that environmental regulations or enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects, or financial condition.

Mexican Safety Regulation

Our aeronautical operations are subject to national and international regulations regarding maintaining acceptable safety standards. Compliance with these safety regulations is overseen by the Mexican Directorate General of Civil Aviation, which conducts audits and inspections of each of our Mexican airports.

In 2013, the Mexican Government issued a Mexican Official Standard (Norma Oficial Mexicana), which created an obligation to implement ICAO’s Safety Management System (“SMS”). SMS is a systematic approach to managing safety, including the necessary organizational structures, accountability, policies, and procedures. The ICAO encourages various types of product and service providers that design, manufacture, operate or support aircraft operation to implement this system. The Civil Aviation Authority can bring administrative proceedings against providers that do not comply with SMS regulations, and it also has the power to impose a variety of sanctions or close non-complying facilities.

We began implementing this system as soon as the standard was issued, and by 2017, all of our Mexican airports were SMS-certified. As of the date of this report, we are the only airport operator in the country with 100% of its airports certified in SMS.

In addition, the ICAO provides certification based on compliance with safety, regulatory, and efficiency standards for aircraft operations at aerodromes. This certification ensures that certified aerodromes are in compliance with relevant ICAO standards and recommended Civil Aviation Authority practices. During 2023 and 2024, our twelve airports maintained their ICAO aerodrome certification.

Sources of Jamaican Regulation

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

•Civil Aviation Act, enacted June 1, 1966;

•Airports Authority Act, enacted July 31, 1974; and

•Airports (Economic Regulation) Act, enacted December 31, 2002.

•Income Tax Act, enacted January 1, 1955;

•Assets Tax (Specified Bodies) Act, enacted January 2, 2003; and

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•General Consumption Tax Act, enacted October 22, 1991.

•The Employment Termination and Redundancy Act, enacted December 9, 1974; and

•Holiday with Pay Act, enacted March 27, 1947.

•The Natural Resources Conservation Authority Act, enacted July 5, 1991.

•Companies Act, enacted February 1, 2005; and

•the MBJA Concession Agreement that entitles MBJA to operate the Montego Bay International Airport, which was granted on April 3, 2003 and came into force on April 12, 2003.

•the NMIA Concession Agreement that entitles PACKAL to operate the Kingston International Airport, which was granted on October 10, 2018 and came into force on October 10, 2019.

Legislation specifically applicable to the operation of airport concessions and airports in Jamaica are the Civil Aviation Act, the Airports Authority Act and the Airports (Economic Regulation) Act, and each of their respective subsidiary legislation and regulations. In addition, our Jamaican airports are subject to all applicable laws and regulations related to the operation of a private limited liability company in Jamaica.

The Civil Aviation Act and the regulations thereunder provide the general framework for regulating air transportation. They establish the JCAA, under the authority of the MTM, to oversee safety and security, provide air navigation services and regulate aviation industry prices. The Civil Aviation Act’s stated intent is to promote the development of air transport in Jamaica.

In 1974, the Airports Authority Act transferred to the AAJ, an independent government agency, the concessions for Jamaica’s two international airports – the Montego Bay and Kingston airports. The AAJ continues to own both airports but has divested operational responsibility for the Montego Bay and Kingston airports through public bidding processes in 2003 and 2017, respectively.

The Airports (Economic Regulation) Act of 2002 establishes the framework for the economic regulation of Jamaica’s airports and governs the provision of services or facilities at the international airports for the purposes of landing, parking, fueling, servicing or taking off of aircraft and handling passengers, baggage and cargo at the airport. The Act allows the MTM to levy airport improvement fees and authorizes the JCAA to regulate airport charges and deal with public interest issues such as anti-competitive behavior and accounting transparency. Airport operators must submit an application for permission to levy airport charges on airlines and passengers to the JCAA. Airport operators permitted to levy airport charges must also routinely provide the JCAA with their annual accounts and schedules of airport charges.

Jamaican Regulatory Agencies

The regulatory agencies overseeing the operation of airports and airport concessions are the MTM, JCAA and the AAJ.

The MTM’s primary responsibility is Jamaica’s land, marine and air transport and their related infrastructure. The MTM has regulatory responsibility for the safety of all modes of transportation, whether publicly or privately operated. This includes airports, aerodromes and airline operators. The following agencies and departments fall under the MTM and oversee the operation of airports and airport concessions:

•Jamaica Civil Aviation Authority. The JCAA is a statutory organization under the MTM. It regulates the Jamaican aviation industry, including oversight of safety and security, provision of air navigation services and regulation of aviation industry prices. The JCAA is the agency empowered to grant the Montego Bay and Kingston airports their required annual permits and licenses, except for the Aerodrome License. This is granted by the MTM, and to approve or reject the regulated charges proposed by MBJA and NMIA for the Montego Bay and Kingston airports, respectively.

•Airports Authority of Jamaica. The AAJ is an independent statutory body established by the Jamaican Airports Authority Act with responsibility for the nation’s commercial and civil airports. The AAJ owns the airport concession assets of our Jamaican airports. It provides contract administration for the Concession Agreements granted to operate and manage the Montego Bay and Kingston airports situated on land owned by it. Under the Concession Agreements, the AAJ conducts regular performance reviews and other contract administration oversight functions. In addition, the AAJ obligates concession holders to hold a biannual airport forum. This will provide the airport’s stakeholders with the opportunity to provide progress reports and issues pertinent to them.

Jamaican Airport Concession Agreements

On April 3, 2003, MBJA entered into a 30-year concession agreement with the AAJ, which began on April 12, 2003, to operate the Montego Bay airport. MBJA pays both monthly and annual concession taxes to the Jamaican government to allow it to use and develop the assets subject to the concession. During 2024, the authority approved an extension for one additional year, thus, the new concession term is March 2034.

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On October 10, 2019, PACKAL entered into a 25-year concession agreement with the AAJ, with a single possible five-year extension, to operate Kingston airport. PACKAL pays a monthly concession fee of 62.01% of total aeronautical and non-aeronautical revenues to the Jamaican government to allow it to use and develop the assets. During 2024, the authority approved a new concession fee of 53.22% applicable retroactively since September 2023.

At the end of each concession’s term, MBJA and PACKAL, respectively, will transfer these concession assets back to the AAJ. See “Item 5, Operating and Financial Review and Prospects – Overview – Operating Costs – Concession Taxes – Jamaican Concession Taxes.”

MBJA’s and PACKAL’s Obligations as Concessionaires

Under the terms of each of the Concession Agreements, the concession holder is responsible for the maintenance, operation and development of the airport, including the management of day-to-day operations in keeping with specific performance criteria and prescribed international standards, in order to render airport, complementary and commercial services. As such, each of MBJA’s and PACKAL’s general obligations as concession holders are thus to: operate and manage the airport in compliance with applicable law; provide airport, complementary and commercial services; report on accounts, financial records, traffic and performance levels; and carry out the capital investments proposed in the Capital Development Program and maintain and develop the tangible concession assets.

•Licensing Requirements. “Material License” in the Concession Agreements means any permission, consent, license or approval that the concession holder must hold or obtain under any applicable law in order to operate and manage the airport and provide airport services, including the Aerodrome License from the MTM, the Aerodrome Certificate from the JCAA and the JCAA’s permission to levy airport charges. A revocation of the JCAA’s permission to levy airport charges for cause attributable to the concession holder, or the failure to renew any other Material License within 30 days of revocation for cause attributable to the concession holder, is considered an event of default under the respective Concession Agreement.

•Required Services. The concessions require the concession holder to provide the following airport, complementary and commercial services at Montego Bay and Kingston airports, respectively:

•handling of aircraft on land (including the movement, parking, maintenance and storage of aircraft and the supply of fuel, catering and other provisions to aircraft, but excluding directing aircraft from the landing strip and taxiways to the ramp);

•handling of passengers, baggage, cargo, mail and other freight, including transfer to and from aircraft;

•emergency and security facilities, equipment, personnel and services;

•information services, car parking and refreshments for passengers;

•ground transportation and transfer options;

•leasing and management of the airport site; and

•supply of consumer goods and services (including currency exchange services).

•Reporting Requirements. Under the terms of the concession, the concession holder is obligated to:

•monitor and report on service levels achieved in respect of specified service areas;

•provide quarterly unaudited financial statements and an annual report and audited financial statements, together with copies of all related directors’ and auditors’ reports;

•provide semi-annual (or more frequently if required by and supplied to lenders on a more frequent basis) cash flow statement in respect of the Capital Development Program;

•provide preliminary proposals as to yearly financing arrangements and an annual business plan; and

•provide records of all passengers and freight using or passing through the airport as frequently as the AAJ may require (monthly for PACKAL).

•Capital Investment Requirements. Every five years, the concession holder is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges applicable to their airport as justified by a Capital Development Program, justified by five-year estimates of traffic growth and investment commitments (including capital expenditures for capital projects and required maintenance at the respective airport). Under the terms of the Concession Agreements, upon the JCAA’s approval of a proposal for price increases, the concession holder has a commitment to fulfill the estimated capital expenditures in the Capital Development Program.

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The AAJ remains the owner of the land upon which the airport is sited, as well as the physical assets subject to the concession. The concession holder is required to maintain and manage the airport concession with the intent that the AAJ or a successor operator would be able to take over the operation and management of the airport business at any time, including through the use of all reasonable endeavors to ensure that the AAJ or such other successor airport operator would have immediate access to all of its airport employees and assets. Following termination of the concession, the concession holder is obligated to return to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport.

AAJ Consent Requirements

Under the Concession Agreements, the concession holder requires the consent of the MTM and the AAJ if it wishes to expand its services into any business, activity, facility or service not permitted by the definition of “core airport services” in the Concession Agreement, which consent shall not be unreasonably withheld.

MBJA and PACKAL also require the consent of AAJ to:

•hold any shares, participation or any other ownership interest in any other undertaking (except for investments, including deposits, in the ordinary course of treasury management of the airport business);

•enter into contracts or arrangements other than for the purpose of carrying on the airport business or other than on arm’s length terms;

•enter into contracts imposing obligations or liabilities upon the concession holder which will not be fully performed or discharged prior to the expiry of the concession period; and

•amend, vary or supplement (or grant a waiver in respect of) certain financing documents related to their respective Concession Agreement.

AAJ’s Rights to Step In, Terminate or Grant a New Concession

As owner of the concession assets, the AAJ is entitled, upon seven days’ notice (or sooner in case of emergency) and for so long as may be required, to expel the concession holder from all or part of the airport site or to take over or take steps to carry on the operation and management of the airport or provision of airport services when:

•any concession holder event of default has occurred and is continuing, and any cure period provided therefor has expired without the event or circumstance being cured;

•traffic at the airport will be materially disrupted and the concession holder is unable or unwilling to resolve the disruption promptly;

•members of the public are unable to use the airport or its facilities safely and the concession holder is unable or unwilling to resolve the problem promptly; or

•there is a material threat to national security or any other national emergency occurs (whether involving hostilities or otherwise).

Upon a step-in by the AAJ, the AAJ will account to the concession holder for any revenues collected during the step-in period. Where the AAJ exercises its right to step in pursuant to any uncured concession holder event of default or because traffic at the airport will be materially disrupted and the concession holder is unable or unwilling for any reason to resolve the disruption, the concession holder is required to bear all costs and expenses associated with the AAJ exercise of step-in, but not consequential losses. The concession holder is not liable for costs if there is step-in by the AAJ because of a material threat to national security.

The AAJ may terminate the Concession Agreement with the concession holder upon an event of default on the part of the concession holder, after which the AAJ must provide notice of its intention to serve a written termination notice and conduct up to 30 days of good-faith consultations to avoid termination, during which the concession holder fails to cure the event of default. Regardless of the cause of termination, a termination fee is due to the concession holder upon termination or revocation of the concession. The Concession Agreement limits the AAJ’s liability to such a termination fee. However, the payment terms of the termination fee depend upon the cause: upon an event of default on the AAJ’s part, the termination fee is payable by the AAJ within three months, with an option to extend for up to twelve months with default interest, while if the event of default is on the concession holders part, the termination fee is payable by the AAJ in installments within twelve months.

The Jamaican government may grant new concessions to manage, operate, develop and construct airports. In the Concession Agreement, the concession holder acknowledges that the AAJ may also wish, at the expiry or termination of the concession period, to invite persons to bid for the right to provide all or some of the airport services at the airports. The concession holder may participate in such bidding process, if interested. However, if there has been an event of default attributable to the insolvency of the concession holders' shareholders, in which case the concession holder would be disqualified from participation. However, in preparation for such bidding process, and regardless of whether the concession holder intends to participate in the bidding process, the concession holder would be obligated to provide access to employees, assets, books and records related to the airport business, and may not in any way prejudice or frustrate the transfer of the airport business. The

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Concession Agreement sets out the hand-back procedures to be observed as the end of the concession period approaches. It also sets out the dispute resolution mechanism for addressing objections by either party regarding the hand-back. Under the agreement, the concession holder commits to assisting and advising the AAJ or any successor operator (subject to payment of reasonable remuneration and reasonable costs and expenses) in providing and operating the airport for up to six months following completion of the handover and must post a bond equivalent to the cost of the hand-back works for the six-month period.

Jamaican Aeronautical Services Regulation

In Jamaica, charges levied on airlines and passengers are regulated by the JCAA using a price cap mechanism based on a forecast return on assets. Permission for any increase in the levy of regulated charges, which include passenger charges, aircraft landing and parking charges, passenger walkway charges and airport security charges, must be granted by the JCAA. Regulated aeronautical charges will be reviewed every five years. The following table sets the maximum rates for each of our Jamaican airports from 2020-2024:

		Year ended December 31, (1)
		2020				2021				2022				2023				2024
Montego Bay			15.71				15.89				16.09				16.28				16.47
Kingston			22.47				24.06				25.72				27.51				29.41

(1)Expressed in U.S. dollars.

According to the Airport Economic Regulation Act, which governs the tariff, if exceptional circumstances arise during a five-year period which may justify reconsideration of airport charges, the approved airport operator may submit an application to the Authority which shall, after conducting an investigation consider that application, taking into account the provisions in the concession agreement and could adjust the price cap or the capital expenditures.

The Airports (Economic Regulation) Act and the related 2021 Airport Expansion Fund Agreement require the airlines operating at the Montego Bay airport to collect the AIF fee of U.S.$5.00 per embarking international passenger, on behalf of the Government of Jamaica and to deposit the fees on a monthly basis in a trust account controlled by the MTM. Subject to MTM’s approval, MBJA may use these funds for additional capital investments not included in the Capital Development Program. In addition, these funds may be used for interest expenses related to the financing thereof. MBJA is required to commit to such new investments in exchange for the right to use the AIF funds. The MTM approval of collection of AIF funds at Montego Bay airport was renewed on February 25, 2015, for the period ending April 11, 2030, unless otherwise revoked. The Runway Extension and Associated Works Project were approved by the MTM to be funded from the AIF with funds collected after April 11, 2015.

The Airports (Economic Regulation) Act and the related Airport Expansion Fund Agreement require the airlines operating at the Kingston airport to collect the AIF fee of U.S.$10.00 per embarking international passenger, on behalf of the Government of Jamaica and to deposit the fees on a monthly basis in a trust account controlled by the MTM. All AIFs collected and all funds standing to the credit of the Expansion Account shall be the sole property and funds of the Government of Jamaica. The MTM approval of collection of AIF funds at Kingston airport is valid from October 10, 2019, to December 31, 2030, unless otherwise revoked. PACKAL has no right or power over any funds collected with respect to the Expansion Account or the funds held to the credit thereof.

See “Item 5, Operating and Financial Review and Prospects – Overview – Classification of Revenues – Aeronautical Revenues.”

Other Regulation of Jamaican Concessions and Concession Assets

Jamaican Companies Act Restrictions

MBJA was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of Montego Bay airport. MBJA’s constitutive documents bar the transfer of shares in MBJA to passenger or cargo airlines or persons broadly connected to them, other than AAJ or the Jamaican government. Under the shareholders’ agreement between DCA and Vantage, any transfer of MBJA shares to non-affiliates is subject to a right of first refusal.

PACKAL was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of Kingston airport.

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Reporting Requirements

Pursuant to the regulations under the Jamaican Civil Aviation Act, airport operators must report on compliance with operating procedures and safety measures. MBJA and PACKAL, as airport operators, are required to report to the JCAA any changes in conditions or other hazardous circumstances or occurrences at the airport, including: any reduction in the level of service or closure of any part of the movement area; any obstacle, obstruction or hazard; and any other condition that could affect aviation safety, as well as what precautions are deemed warranted. MBJA and PACKAL are also obliged to provide reports to the JCAA on the results of internal audits of their safety management system. This includes inspections of airport facilities and equipment and of the airport operator’s own administrative functions.

Both airports must report to the Jamaican government the number of passengers paying AIF and the amount of each transfer of AIF made during the previous month. In addition, they must also report payments related to the concession fee.

As a Jamaican registered company, MBJA and PACKAL are also required to file an annual report with the Companies Office of Jamaica. This report will inform any changes in the ownership or management structure. It will also report on any share transactions and changes in the value of shares during the prior year.

Jamaican Environmental Regulation

Operations at our Jamaican airports are subject to Jamaican laws and regulations relating to the protection of the environment. The major environmental law applicable to these operations is the National Resources Conservation Authority Act, which establishes the National Resources Conservation Authority (now part of the National Environmental Protection Agency) and its subsidiary legislation and regulations. Under the act, regulations have been enacted concerning the discharge of pollutants into the Marine Park’s waters, the regulation of air emissions, discharge and treatment of wastewater and sludge, safe storage of fuels and responses to industrial emergencies involving hazardous materials.

Other environmental laws of relevance to our Jamaican airports’ operations are the Noise Abatement Act, aimed at controlling noise (but with no specific reference to aeronautical noise), the Beach Control Act, addressing access to the shoreline; the Watersheds Protection Act, addressing water resource and soil conservation practices; and the Wildlife Protection Act, specifying protected species of fauna. Other related regulations are the Town and Country Planning Act, Public Health Act, Garbage Collection and Disposal Regulations, National Solid Waste Management Act and the Water Resources Act and Clean Air Act. In addition, our airports are also subject to common law principles of tort liability in the event of a nuisance claim resulting from environmental factors.

The legal framework for environmental liability applicable to our Jamaican airports’ operations is generally outlined above. The level of environmental regulation in Jamaica has increased in recent years, and the enforcement of environmental laws is becoming more stringent. For example, the National Solid Waste Management Act and the Water Resources Act each carry certain penalties of JMD1 million (approximately U.S.$7,747). We expect this trend to continue, but we do not expect that compliance with Jamaican environmental laws currently in effect will have a material adverse effect on our Jamaican airports’ results of operations or our financial condition. However, there can be no assurance that environmental regulations or the enforcement thereof will not change. This could have a material adverse effect on our business, results of operations, prospects or financial condition.

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ORGANIZATIONAL STRUCTURE

We have twenty-one subsidiaries in Mexico: one operating subsidiary for each of our twelve Mexican airports; two subsidiaries (SIAP and CORSA) that provide administrative and operational services; one subsidiary (PCP) that provides parking services across our twelve Mexican airports; one non-profit foundation (Fundación GAP); one operating subsidiary (ADP), commercial businesses such as VIP lounges, convenience stores and other services such as the installation of solar carport systems within the parking areas of our Mexican airports, one operating subsidiary (AHP), for hotel infrastructure and one operating subsidiary (IEM), sublease of cargo operation areas and hangars, a group which specializes in handling storage and custody services for international trade merchandise (GWTC) and a subsidiary that carries out the development and execution of projects (DTI). We have one Spanish subsidiary (DCA) that holds 74.5% stake in our Jamaican operating subsidiary (MBJA) for the Montego Bay airport, and one Jamaican subsidiary, PAC Kingston Airport Limited (PACKAL), that holds our concession for the Kingston airport since October 2019. We also have a holding company subsidiary in Brazil, GA del Pacífico Participações do Brasil LTDA, established in 2010 but thus far remaining inactive and with no capital contributions.

The following table sets forth our subsidiaries as of December 31, 2024:

Name of Company		Jurisdiction of Organization		Percentage Owned (1)		Description
Aeropuerto de Guadalajara, S.A. de C.V.		Mexico		100%		Holder of concession for Guadalajara International Airport
Aeropuerto de Tijuana, S.A. de C.V.		Mexico		100%		Holder of concession for Tijuana International Airport
Aeropuerto de Puerto Vallarta, S.A. de C.V.		Mexico		100%		Holder of concession for Puerto Vallarta International Airport
Aeropuerto de San José del Cabo, S.A. de C.V.		Mexico		100%		Holder of concession for Los Cabos International Airport
Aeropuerto de Hermosillo, S.A. de C.V.		Mexico		100%		Holder of concession for Hermosillo International Airport
Aeropuerto del Bajío, S.A. de C.V.		Mexico		100%		Holder of concession for Guanajuato International Airport
Aeropuerto de Morelia, S.A. de C.V.		Mexico		100%		Holder of concession for Morelia International Airport
Aeropuerto de La Paz, S.A. de C.V.		Mexico		100%		Holder of concession for La Paz International Airport
Aeropuerto de Aguascalientes, S.A. de C.V.		Mexico		100%		Holder of concession for Aguascalientes International Airport
Aeropuerto de Mexicali, S.A. de C.V.		Mexico		100%		Holder of concession for Mexicali International Airport
Aeropuerto de Los Mochis, S.A. de C.V.		Mexico		100%		Holder of concession for Los Mochis International Airport
Aeropuerto de Manzanillo, S.A. de C.V.		Mexico		100%		Holder of concession for Manzanillo International Airport
Desarrollo de Concesiones Aeroportuarias,    S.L.U.		Spain		100%		Management administration, maintenance, servicing of all types of infrastructure
MBJ Airports Limited		Jamaica		74.5%		Holder of concession for Montego Bay International Airport
Servicios a la Infraestructura Aeroportuaria    del Pacífico, S.A. de C.V.		Mexico		100%		Administrative services
Corporativo de Servicios Aeroportuarios,    S.A. de C.V.		Mexico		100%		Provides personnel services
Puerta Cero Parking, S.A. de C.V.		Mexico		100%		Operation of parking lot
GA del Pacífico es do Brasil, LTDA		Brazil		100%		Holding company for other acquisitions (incorporated in 2010; not operational through the date of this filing )
Fundación Grupo Aeroportuario del    Pacífico, A.C.		Mexico		100%		Non-profit Organization dedicated to social orientation and infrastructure support of educational institutions
Aerocomercializadora del Pacifico, S.A. de C.V.		Mexico		100%		Operation of hotel infrastructure and other commercial services
PAC Kingston Airport Limited (PACKAL)		Jamaica		100%		Holder of concession for Norman Manley International Airport
Inmuebles Especializados Matrix, S.A. de C.V. (IEM)		Mexico		100%		Subleasing of cargo operation areas and hangars
Aerohoteles del Pacífico, S.A. de C.V. (AHP)		Mexico		100%		Operation of hotels with other integrated services
Guadalajara World Trade Center, S.A. de C.V. (GWTC)		Mexico		51.5%		Cargo and bonded warehouses
Diseños Técnicos de Infraestructura MCE, S.A. de C.V. (DTI)		Mexico		100%		Project development

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(1)We directly hold 99.99% of the shares in each of our Mexican operating subsidiaries. The remaining shares of SIAP are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other Mexican subsidiaries are held by SIAP. As a result, we directly or indirectly hold 100% of the shares of each of our subsidiaries except for GWTC and MBJA.

PROPERTY, PLANT AND EQUIPMENT

Our corporate headquarters are located in Guadalajara, Jalisco. We lease the office space for our corporate headquarters, located on the third, fifth, sixth, twelfth floors of Torre Pacífico and sixth and seventh floors of Torre Atlántico, from Guadalajara World Trade Center. In addition to our corporate headquarters in Guadalajara, we also lease office space in Colonia Polanco, in Mexico City from third parties.

Pursuant to the Mexican National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures in our Mexican airports are owned by the Mexican government. Each of our Mexican concessions is scheduled to terminate in 2048. However, 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 SICT. In addition, we must comply with the terms of our current concessions. Upon expiration of our Mexican concessions, the concession assets automatically revert to the Mexican government, including improvements we may have made during the terms of the concessions. This is free and clear of any liens and/or encumbrances. We will be required to indemnify the Mexican government for damages to these assets. This is except for those caused by normal wear and tear.

Pursuant to MBJA’s Concession Agreement, the AAJ remains the owner of the land on which the Montego Bay airport is sited. In addition, the AAJ also as well owns the physical assets subject to the concession. MBJA’s concession for Montego Bay airport is scheduled to terminate in 2033. Upon expiration of the Montego Bay airport concession, MBJA is obligated to hand back to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport. There are no options for extending the concession in the Concession Agreement.

Pursuant to PACKAL’s Concession Agreement, the AAJ remains the owner of the land on which Kingston airport sits, as well as the physical assets subject to the concession. PACKAL’s concession for Kingston airport is scheduled to terminate in 2044. Upon expiration of the Kingston airport concession, PACKAL is obligated to hand back to the AAJ all the assets, including all the improvements made to the airport facilities during the term of the concessions, will automatically revert in favor of AAJ and the facilities and services ordinarily provided or reasonably incidental to the operation of the airport. The concession can be extended for an additional 5-year period in accordance with the Concession Agreement.

Our airports and other properties are covered by comprehensive insurance policies that protect our principal assets in case of natural disasters, accidents, terrorism, or similar events, subject to customary limits. Our Mexican airports are insured with a general policy worth Ps.3.0 billion that covers our assets and infrastructure. There is also a U.S.$500.0 million policy that covers personal and property damages to third parties. In addition, our Mexican airports are covered against terrorist acts by a Ps.500.0 million insurance policy that protects our property. The Montego Bay airport is insured with a U.S.$353.0 million policy that covers property damage, business interruptions, and losses. It also has a U.S.$100.0 million insurance policy that covers damage caused by any single terrorist event. Moreover, the Montego Bay airport is covered by a U.S.$750.0 million annual insurance that protects against personal and property damage to third parties. The Kingston airport carries a U.S.$265.0 million insurance policy that covers property damage, business interruptions and losses caused by bodily injury. In addition, it has a JMD 10 million annual insurance policy that covers loss or damage resulting from death and/or personal injury suffered by any employee.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The discussion below should be read along with our audited consolidated financial statements prepared by International Financial Reporting Standards (IFRS) and the notes on those financial statements. These financial statements are included in this annual report to better understand our business and the historical results of operations.

OVERVIEW

We operate 14 airports, 12 in Mexico’s Pacific and Central regions and two in Jamaica, all granted to us under concessions by the respective governments. Our primary revenue source comes from providing aeronautical services related to using our airport facilities by airlines and passengers. In 2022, 2023, and 2024, approximately 63.3%, 58.0%, and 56.9% of our total revenues came from aeronautical services, respectively. These services represented 76.9%, 75.8%, and 71.4% of our total aeronautical and non-aeronautical revenues in 2022, 2023, and 2024, respectively. Our revenues from aeronautical services depend on passenger and cargo volumes at our airports. They are subject to the maximum rates we can charge under the price regulation system established by the SICT and JCAA. Under this system, we are allowed to charge a maximum rate for each unit of traffic volume (measured in workload units) at each airport. Therefore, our revenues from aeronautical services increase with higher passenger and cargo volumes.

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We also generate revenue from non-aeronautical activities, such as leasing space to restaurants, retailers, and service providers. Our non-aeronautical revenues are mainly influenced by the passenger volume at our airports and the mix of commercial services offered. These revenues are not subject to the price regulation system established by the SICT and JCAA. Therefore, our ability to negotiate favorable contracts with commercial service providers and increase rates charged to them is crucial for non-aeronautical revenue growth. Although aeronautical services will continue to be the primary source of our future revenues, revenue growth from commercial activities has surpassed the growth rate of our aeronautical revenues in recent years. As a result, we have renovated commercial areas at our Mexican airports to improve the product mix of retail stores. We also plan to renegotiate agreements with terminal tenants and recover the rights to certain non-aeronautical businesses previously or currently operated by third parties. Additionally, we aim to develop new sources of non-aeronautical revenues by directly operating certain line businesses such as our VIP lounges, advertising, convenience stores, and car parking lots. For more information, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Non-Aeronautical Services – Recent Expansion and Development of Commercial Areas”.

Traffic at our airports may be adversely affected by external events, as well as increased levels of competition as a result of the attractiveness, affordability, and accessibility of competing tourist destinations in Mexico, such as Acapulco and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic and other Caribbean islands and destinations in Central America. In addition, we expect increased competition due to the government granting new concessions or amending existing permits for other airports that may compete with our airports. For more information, see “Item 3, Key Information – Risk Factors – Risks Related to Our Operations – Competition from other tourist destinations could adversely affect our business” and “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”

Recent Developments

Financing and Indebtedness

On June 7, 2024, the loan with Banco Nacional de México, S.A. (“Citibanamex”) was refinanced for Ps.1,500.0 million, extending the maturity in 18 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 24 basis points, without commissions; the payment of the principal will be at maturity on December 5, 2025.

On June 20, 2024, the Company entered into a loan agreement with BBVA México, S.A. (“BBVA”) for Ps.875.0 million for a 12-month term; the loan agreement was destinated for the acquisition of 51.5% of GWTC. Interest will be paid monthly at a variable rate of TIIE-28 plus 20 basis points, the payment of the principal will be at maturity on June 19, 2025, without commissions.

On July 10, 2024, the loan with Citibanamex was refinanced for Ps.1,000.0 million, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 18 basis points, without commissions, and the the principal will be paid at maturity on July 10, 2025.

On September 5, 2024, the Company issued 56.5 million long-term debt securities for a total of Ps.5,648.1 million with unsecured guarantee and payment of principal at maturity, under the “GAP 24” name at a variable rate TIIE-28 plus 60 basis points, principal payment on August 30, 2029. The proceeds were used to pay the maturity of GAP 15-2, for a total amount of Ps.1,500.0 million, and the remaining resources to comply with MDP capital investments in Mexico for 2024 and commercial investments.

On September 26, 2024, the loan with Citibanamex was refinanced for USD$40.0 million, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable SOFR rate plus 25 basis points, without commissions, the payment of the principal will be at maturity on September 21, 2025.

On October 18, 2024, the loan with Banco Santander México, S.A. (Santander) was refinanced for Ps.1,500.0 million, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 38 basis points, without commission, the payment of the principal will be at maturity on October 17, 2025.

On February 4, 2025, we issued 60.0 million long-term debt securities for Ps.6,000.0 million. The issuance was made in two tranches i) Ps.3,000.0 million under the ticker symbol “GAP 25” at a variable interest rate of TIIE plus 50 basis points, with payment of principal due on February 1, 2028, and ii) Ps.3,000.0 million through the reopening of the issuance with ticker symbol “GAP22-2” that will pay interest every 182 days at a fixed annual rate of 9.67%, with principal payment on March 4, 2032. The proceeds of this issuance were allocated to the payment of Ps. 3,000.0 million for the bond certificates under the ticker symbol “GAP 20”. The additional resources were used to pay the maturity of “GAP 21”, for a total amount of Ps.2,500.0 million, and to finance capital expenditures in compliance with the MDP of the Company’s subsidiaries in Mexico.

On March 31, 2025, MBJ Airports Limited (MBJA), has extended the maturity date to October 4, 2029, of its USD$60.0 million credit line with the Bank of Nova Scotia and the Bank of Nova Scotia Jamaica Limited. The credit line carries a monthly interest rate of SOFR plus

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200 basis points and will be repaid in ten equal semi-annual installments of USD$6.0 million each. The credit line extension generated a commission fee of USD$300,000.

Share Repurchases

At our Ordinary Shareholders’ Meeting held on April 25, 2024, our shareholders authorized a repurchase program for up to Ps.2,500 million to be allocated in the 12 months following the meeting. They also approved the proposal to cancel the remaining repurchase fund reserve, approved in the Ordinary General Shareholders’ Meeting held on April 13, 2023, for Ps.2,500 million.

Cancellation of Treasury Shares and Conversion of Series BB Shares

On April 13, 2023, at the Extraordinary Shareholders’ Meeting, our shareholders approved the cancellation of 7,024,113 Series B shares we had previously repurchased and held as treasury shares. According to Article Six, Clause 2 of our bylaws, our Series BB shares cannot exceed 15% of our authorized capital stock. Therefore, to comply with our bylaws, Bancomext, as the trustee of the trust in which our Series BB shares are held, requested the conversion of 1,053,617 Series BB shares to Series B shares on May 16, 2023. The CNBV authorized this process on February 22, 2024. For a description of the AMP trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”

Fluctuation of the Peso

In Mexico, the tariffs in U.S. dollars are invoiced considering the average exchange rate for the 30 days prior to the flight. If the peso has a significant depreciation during the last two months of the year, we may exceed the maximum rates allowed by our concession agreement. This would mean we would need to issue rebates to airline customers to avoid violating the agreement. However, a depreciation of the peso could have a positive effect on our revenues from both aeronautical and commercial operations as long as we ensure that our revenues do not exceed our maximum rates. On the other hand, if the peso appreciates, it can have a negative impact on our revenues. Tariffs on international passengers and international flights, as well as some of our contracts with commercial service providers, are denominated in U.S. dollars. However, only invoice and collect charges are in Mexican pesos. Therefore, if the peso depreciates against the U.S. dollar, we will collect more pesos, while the appreciation of the peso results in us collecting fewer pesos. This may result in lower commercial revenues in the future, especially if the peso appreciation continues unabated or surpasses historic levels of appreciation. See “Item 3, Key Information – Risk Factors – Risks Related to Mexico – Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.

The value of the peso against the U.S. dollar has changed over three years. In 2022, it increased in value and ended at Ps.19.36 per U.S. dollar on December 31. In 2023, it appreciated for the year and closed at Ps.16.89 per U.S. dollar on December 31. In 2024, it depreciated for the year and closed at Ps.20.27 per U.S. dollar on December 31. On April 16, 2025, the exchange rate was Ps.20.1025 per U.S. dollar.

Passenger and Cargo Volumes

The following table sets forth certain operating and financial information relating to certain of our revenues and passenger and cargo volumes in Mexico and Jamaica for the years indicated:

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Passenger and Cargo Volumes

		Year ended December 31,
		2022			2023			2024
Macroeconomic indicators:
Change in Mexican GDP (1)			3.0%			3.0%			1.2%
Change in Mexican CPI (2)			7.8%			4.7%			4.2%
Change in U.S. GDP (3)			1.9%			2.5%			2.8%
Change in U.S. CPI (4)			6.5%			3.4%			2.9%
Passenger volumes (thousands of passengers) (5):
Domestic terminal passengers in Mexico			32,415.3			36,369.7			34,440.9
International terminal passengers in Mexico			18,362.8			20,134.8			20,881.3
Mexican total terminal passengers			50,778.1			56,504.5			55,322.3
Domestic terminal passengers in Jamaica			1.4			2.0			2.9
International terminal passengers in Jamaica			5,916.8			6,958.0			6,831.2
Jamaican total terminal passengers			5,918.2			6,960.0			6,834.1
Total terminal passengers (thousands)			56,696.3			63,464.5			62,156.4
Cargo volumes (thousands of cargo units) (5):
Cargo units in Mexico			2,409.4			2,321.9			2,458.5
Cargo units in Jamaica			169.4			221.7			314.8
Total workload units			59,275.1			66,008.0			64,929.7
Other operating and financial information:
Change in total terminal passengers			32.0%			11.9%			(2.1)%
Change in total workload units			29.8%			11.4%			(1.6)%
Aeronautical revenues (millions of pesos)		Ps.	17,336.7		Ps.	19,267.4		Ps.	19,110.1
Change in aeronautical revenues			44.7%			11.1%			(0.8)%
Aeronautical revenues per workload unit		Ps.	292.5		Ps.	291.9		Ps.	294.3
Change in aeronautical revenues per workload unit			11.5%			(0.2)%			0.8%
Non-aeronautical revenues (millions of pesos)		Ps.	5,197.2		Ps.	6,165.4		Ps.	7,671.8
Change in non-aeronautical revenues			41.9%			18.6%			24.4%
Non-aeronautical revenues per terminal passenger		Ps.	91.7		Ps.	97.1		Ps.	123.4
Change in non-aeronautical revenues per terminal passenger			7.5%			5.9%			27.1%

(1)In real terms, as reported by INEGI.

(2)As reported by INEGI.

(3)In real terms, as reported by the U.S. Bureau of Economic Analysis.

(4)As reported by the U.S. Bureau of Labor Statistics.

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

Volumes in Mexico

The majority of the passenger traffic volume at our Mexican airports is made up of domestic passengers. In 2022, 2023, and 2024, approximately 63.8%, 64.4%, and 62.3% of the terminal passengers were domestic. The number of domestic terminal passengers in 2024 decreased by 5.3% compared to 2023. The total number of domestic terminal passengers in 2023 increased by 12.2% compared to 2022. Furthermore, during 2024, approximately 88.9% of the international passengers traveling through our Mexican airports were on flights originating in or departing from the United States, compared to 91.9% and 88.9% in 2022 and 2023, respectively. Therefore, our results are significantly influenced by changes in the Mexican economy and, to a lesser extent, the U.S. economy. These changes include trends and events affecting leisure travel and consumer spending, factors beyond our control.

In 2024, we had 55.3 million terminal passengers, 34.4 million domestic and 20.9 million international. Additionally, 48.7 thousand were on general aviation flights, and 150.5 thousand were transit passengers.

Volumes in Jamaica

Most of Jamaica’s passenger traffic comes from international passengers. In 2024, approximately 99.9% of the terminal passengers using our Jamaican airports traveled internationally. Furthermore, in the same year, approximately 74.8% of the international passengers traveling through Montego Bay airport were on flights to or from the United States, while approximately 66.5% of those traveling through Kingston airport were on flights to or from the United States.

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In 2024, MBJA had 5.1 million terminal passengers, of which approximately 15.6 thousand were on general aviation flights and 48.3 thousand were transit passengers.

In 2024, NMIA had 1.8 million terminal passengers, of which approximately 3.2 thousand were on general aviation flights and 1.0 thousand were transit passengers.

Classification of Revenues

We classify our revenues into three categories: (i) aeronautical services, (ii) non-aeronautical services, and (iii) improvements to concession assets. While historically, most of our revenues have come from aeronautical services, including revenues from improvements to concession assets, revenues from aeronautical services and non-aeronautical services will account for a smaller percentage of total revenues. For example, in 2022, 2023, and 2024, with the inclusion of revenues from improvements to concession assets, aeronautical revenues represented 63.3%, 58.0%, and 56.9%, respectively, of total revenue, while non-aeronautical revenues represented 19.0%, 18.6%, and 22.8%, respectively. However, when we look at the sum of aeronautical revenues and non-aeronautical revenues, aeronautical revenues accounted for 76.9%, 75.8%, and 71.4% in 2022, 2023, and 2024, respectively, with non-aeronautical revenues accounting for the remaining percentage. Revenues from improvements to concession assets accounted for 17.7%, 23.5%, and 20.3% of our total revenues in 2022, 2023, and 2024, respectively.

Our revenue from aeronautical services is subject to price regulation under the maximum rate applicable at each of our airports. These revenues principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space at our airports to airlines, and complementary services such as fees from handling and catering providers, permanent ground transportation operators, and access fees from fuel providers at our airports.

On the other hand, our revenue from non-aeronautical services is not subject to price regulation under our maximum rates. These revenues generally include revenue earned from car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores, providing commercial services at our airports such as car rental agencies, food and beverage providers and retail and duty-free store operators, as well as advertising and fees collected from other miscellaneous sources, such as vending machines and timeshare developers. Furthermore, we generate revenue from the recovery of costs that are included in our non-aeronautical services.

Our revenue from improvements to concession assets represents the fair value of the additions and upgrades made to the concession as per our Master Development Programs in Mexico and our Capital Development Programs in Jamaica. In exchange for making those additions and upgrades, the governments of Mexico and Jamaica grant us the right to obtain benefits for services provided using those assets. These assets are recognized as intangible assets. We hire third parties through a bidding process to make additions and upgrades. The revenue for these services equals to the costs of making the additions and upgrades. These values represent the fair value of the goods or services received. Although these revenues do not generate actual cash inflows, they are recorded as per IFRS guidelines since revenue generation is inherent in an exchange of dissimilar services, similar to a barter transaction. These revenues do not have a cash impact on our results.

For a detailed description of the components of our revenue categories, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenue.”

For a description of the latest Mexican tariff base regulation amendment effective as of October 2023, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

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Aeronautical Services Revenues

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

Aeronautical Revenues

		Year ended December 31,
		2022					2023					2024
		Amount			Percent		Amount			Percent		Amount			Percent
			(millions of pesos, except percentages and workload unit data)
Aeronautical Services Revenues:
Passenger charges		Ps.	14,443.6		83.3%		Ps.	16,061.2		83.4%		Ps.	15,674.9		82.0%
Aircraft landing charges			1,262.3		7.3			1,406.9		7.3			1,468.4		7.7
Aircraft parking charges			277.8		1.6			305.0		1.6			354.7		1.9
Airport security charges			517.4		3.0			569.6		3.0			613.8		3.2
Passenger walkway charges			36.6		0.2			38.4		0.2			38.5		0.2
Leasing of space to airlines			230.2		1.3			234.4		1.2			259.2		1.4
Revenues from complementary service providers (1)			568.8		3.3			651.9		3.4			700.7		3.7
Total Aeronautical Services Revenues		Ps.	17,336.7		100.0%		Ps.	19,267.4		100.0%		Ps.	19,110.2		100.0%
Other Information:
Total workload units (millions) (2)			59.3					66.0					64.9
Total aeronautical revenues per workload unit		Ps.	292.5				Ps.	291.9				Ps.	294.5
Change in aeronautical revenues (3)					44.7%					11.1%					-0.8%
Change in total aeronautical revenues per workload unit (3)					11.5%					-0.2%					0.7%

(1)Revenues from complementary service providers include access and other fees charged to third parties providing baggage handling, catering, and other services at our airports.

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

(3)In each case, as compared to the prior year.

Under the relevant agreements with airlines, our specific tariffs are structured such that most of our aeronautical revenues come from passenger charges. We expect that this will continue in future agreements. We earn passenger charges from each departing passenger at our airports (except specific exclusions in Mexico and Jamaica, described above under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”). In 2022, 2023, and 2024, passenger charges represented 83.3%, 83.4%, and 82.0% of our aeronautical services revenues and 52.8%, 48.3%, and 46.6% of our total revenues. In 2022, 2023, and 2024, passenger charges represented 64.1%, 63.2%, and 58.5% of our combined aeronautical and non-aeronautical revenues.

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The following table sets forth the number of passengers paying passenger charges per airport for the years indicated:

Passengers Paying Passenger Charges per Airport

		Year ended December 31,
Airport:		2022								2023								2024
		Passengers				% change				Passengers				% change				Passengers				% change
		(in thousands, except percentages)
Guadalajara			7,066.7				27.6	%			7,955.6				12.6	%			8,045.6				1.1	%
Tijuana			5,741.2				25.0				6,004.7				4.6	%			5,654.7				(5.8	)%
Los Cabos			3,455.1				26.2				3,798.3				9.9	%			3,692.2				(2.8	)%
Puerto Vallarta			3,032.2				52.0				3,324.5				9.6	%			3,343.5				0.6	%
Montego Bay			2,176.4				69.8				2,611.3				20.0	%			2,541.7				(2.7	)%
Guanajuato			1,280.0				23.3				1,581.0				23.5	%			1,548.4				(2.1	)%
Hermosillo			888.2				19.2				993.4				11.8	%			1,005.6				1.2	%
Kingston			764.1				87.8				871.8				14.1	%			878.6				0.8	%
Morelia			580.6				23.3				698.6				20.3	%			648.6				(7.2	)%
La Paz			526.6				17.0				542.8				3.1	%			581.4				7.1	%
Mexicali			568.2				15.3				726.9				27.9	%			477.2				(34.4	)%
Aguascalientes			454.3				17.2				456.1				0.4	%			475.2				4.2	%
Los Mochis			207.9				14.8				232.8				12.0	%			285.7				22.7	%
Manzanillo			79.4				27.0				85.8				8.0	%			104.7				22.0	%
Total			26,820.9				31.6	%			29,883.6				11.4	%			29,283.1				(2.0	)%

Mexican Aeronautical Services Revenues

The system of price regulation applicable to our aeronautical revenues in Mexico establishes a maximum rate in pesos for each Mexican airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit that we may earn at that airport from aeronautical services. On December 12, 2019, the SICT set the maximum rates through December 31, 2024. These rates were later adjusted on November 27, 2020, due to an Extraordinary Review Process we requested due to the COVID-19 pandemic and its effects on our business. On August 27, 2024, the SICT approved our Master Development Programs for each of our Mexican airports for the 2025-2029 period. This five-year program took effect on January 1, 2025, and will remain in effect through December 31, 2029. See Item 4, “Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation,” and Item 4, “Special Adjustments to Maximum Rates.” for a description of our maximum rates and the rate-setting procedures for future periods.

Our Mexican concessions provide that our maximum rates must be adjusted annually as determined by the efficiency factor and by changes in inflation. See “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Revenues Regulation – Methodology for Determining Future Maximum Rates.” Under the regulatory system applicable to our Mexican aeronautical revenues, we can set the specific tariffs for each category of aeronautical services every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%) as long as the total aeronautical revenues per workload unit each year at each of our airports do not exceed the maximum rate set for such airport for that year. Although the SICT may, in some cases, authorize an increase in our maximum rates, we must negotiate with our principal airline customers the specific tariffs applicable to each aeronautical activity. As a result, we cannot always increase prices to the maximum rates.

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:

•Adjustment in the maximum rates for the efficiency factor and the Mexican PPI, excluding petroleum;

•Increases and decreases in the relative number of workload units at each airport; and

•Changes in total workload units per airport.

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From January 1, 2020, to December 31, 2024, the efficiency factor was 0.70%. At the same time, the Mexican PPI, excluding petroleum, increased by 5.7% in 2022, 0.8% in 2023, and 7.4% in 2024. Our weighted average maximum tariffs, as adjusted by the efficiency factor and the Mexican PPI, excluding petroleum, increased by 6.2% in 2022, decreased by 0.8% in 2023, and decreased by 0.3% in 2024. The total workload units at our Mexican airports were 53.2 million in 2022, 58.8 million in 2023, and 57.8 million in 2024. This represents an increase of 26.4% in 2022, 10.5% in 2023, and a decrease of 1.7% in 2024. Accordingly, when calculating aeronautical revenue per workload unit, the result will fluctuate depending on the relative changes in the factors above. In 2022, aeronautical revenues per workload unit were Ps.276.7, representing an increase of 11.2%. In 2023, aeronautical revenues per workload unit were Ps.280.4, representing an increase of 1.3%. In 2024, aeronautical revenues per workload unit were Ps.279.4, representing a decrease of 0.3%. This variation resulted mainly from discounts applied to the passenger charges in nine of our airports, offset by the depreciation of the peso.

Historically, we have set tariffs for regulated services at our Mexican airports as close to the maximum rates allowed in any given year. We expect to continue this pricing strategy in the future. However, there can be no assurance that we will be able to collect virtually all of the revenues we are entitled to earn from services subject to price regulation in the future or that we will not be sanctioned if we exceed our maximum rates. In prior years, to ensure our compliance with the maximum rate at a particular Mexican airport when the possibility of exceeding that maximum rate arose, we have taken actions in the latter part of the year, such as reducing our specific prices for aeronautical services and offering discounts or rebates, to ensure our compliance with the applicable maximum rate. For a discussion of risks related to our ability to set specific prices, see “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate” and “Item 3, Key Information – Risk Factors – Risks Related to the Regulation of Our Business – If we exceed the maximum rate at any Mexican airport at the end of any year, we could be subject to sanctions.”

Jamaican Aeronautical Revenues

In Jamaica, revenues from passenger charges, aircraft landing and parking charges, airport security charges, and passenger walkway charges are regulated by the JCAA. See “Item 4, Information on the Company – Business Overview – Our Sources of Revenue – Aeronautical Services.”

The price regulation system applicable to our Jamaican airports’ aeronautical revenues establishes maximum rates in U.S. dollars for a five-year period for charges levied on airlines and passengers using a price cap mechanism. The JCAA must grant permission for any increase in the levy of regulated charges, which include passenger charges, aircraft landing and parking charges, passenger walkway charges, and airport security charges.

For MBJA, the airport fees were established with the concession on April 12, 2003. Regulated aeronautical fees are reviewed every five years. In 2020, the new revenue per passenger yield for the 2020-2024 period went into effect as of January 1, 2020. Passenger and other aeronautical fees increased by 2.6%, 1.5%, and 3.2%, respectively, in 2022, 2023, and 2024.

For NMIA, the maximum rates for the 2020-2024 period came into effect on April 1, 2020. Regulated aeronautical fees are reviewed every five years. In 2022, 2023, and 2024, aeronautical (landing, parking, and bridge) fees remained unchanged, but passenger and security fees increased by 3.36%.

On July 26, 2024, it was announced that the modifications to the Concession Contract with the AAJ of the Montego Bay airport, derived from the effects suffered by the Concessionaires during the COVID-19 pandemic, have been signed. The main modification was the concession period, which will expire 31 years after the start date of the contract, that is, March 2034.

On July 26, 2024, it was announced that the monthly concession decreased from 62.01% to 53.22%, and it entered into force on September 11, 2023, until the end of the Concession Agreement.

See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation” for a description of MBJA’s and PACKAL’s maximum regulated charges and the procedures for setting them for future periods.

Non-Aeronautical Services Revenues

Non-aeronautical services historically generate a smaller portion of our total revenues than aeronautical services. Non-aeronautical revenues represented 19.0%, 18.6%, and 22.8% of total revenues in 2022, 2023, and 2024, respectively. Non-aeronautical revenues per terminal passenger were Ps.91.7, Ps.97.1, and Ps.123.4 in 2022, 2023, and 2024, respectively. None of our revenues from non-aeronautical services are subject to price regulation under our maximum-rate price regulation system.

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Our revenues from non-aeronautical services are primarily derived from commercial activities. We divide non-aeronautical commercial activities into revenues from businesses operated by third parties and revenues from businesses operated directly by us. Businesses operated by third parties include leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities) and rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as timeshare developers, retail stores, food and beverage providers, car rental agencies and duty-free store operators, as well as fees collected from other miscellaneous sources, such as vending machines. Businesses operated directly by us include car parking, advertising, VIP lounges, and convenience stores. Since July 1, 2024, we recognized revenues from handling storage and custody services in bonded warehouse facilities. Additionally, we derive revenues from the recovery of costs, which are included in our non-aeronautical revenues.

The following table sets forth our revenues from non-aeronautical services for the years indicated:

Non-Aeronautical Services Revenues

		Year ended December 31,
		2022									2023									2024
		Amount					Percent				Amount					Percent				Amount					Percent
		(millions of pesos, except percentages and terminal passenger data)
Non-aeronautical Services Revenues:
Businesses operated by third parties:
Food and beverage operations		Ps.		778.5				15.0	%		Ps.		1,002.9				16.3	%		Ps.		1,160.2				15.1	%
Duty-free operations				711.3				13.7					761.5				12.4					749.0				9.8
Retail operations				614.0				11.8					698.2				11.3					687.7				9.0
Car rentals				541.7				10.4					610.2				9.9					810.8				10.6
Leasing of space (1)				305.8				5.9					348.7				5.7					418.5				5.5
Timeshare operators				238.2				4.6					226.3				3.7					241.8				3.2
Ground transportation				171.8				3.3					178.4				2.9					183.7				2.4
Communications and financial services				104.8				2.0					116.5				1.9					109.7				1.4
Other				155.3				3.0					206.1				3.3					189.5				2.5
Total businesses operated by third parties:				3,621.4				69.7	%				4,148.8				67.3	%				4,550.9				59.3	%
Businesses operated directly by us:
Cargo operations and free trade zone				-				-					-				-					837.1				10.9
Car parking charges				548.9				10.6					706.9				0.1					697.0				9.1
Convenience stores				322.9				6.2					496.9				8.1					569.5				7.4
VIP lounges				374.0				7.2					432.5				7.0					513.7				6.7
Advertising				106.6				2.0					151.7				2.5					181.4				2.4
Hotel operation				-				-					-				-					83.3				1.1
Total businesses operated directly by us:				1,352.4				26.0					1,788.1				0.3					2,882.0				37.6
Recovery of costs (2)				223.4				4.3					228.6				3.7					238.8				3.1
Total non-aeronautical services revenues		Ps.		5,197.2				100.0	%		Ps.		6,165.4				100.0	%		Ps.		7,671.8				100.0	%
Other Information:
Total terminal passengers (millions)				56.7									63.5									62.2
Non-aeronautical revenues per terminal passenger		Ps.		91.7							Ps.		97.1							Ps.		123.4
Change in non-aeronautical revenues per    terminal passenger (year-on-year)								7.5	%								5.9	%								27.1	%

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

(2)Recovery of costs consists of utility, fuel, maintenance and operation charges that are transferred to airlines and other tenants in our airports.

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During 2022, 2023, and 2024, non-aeronautical revenues were Ps.5,197.2 million, Ps.6,165.4 million, and Ps.7,671.8 million, respectively, representing an increase of 41.9% in 2022, 18.6% in 2023, and 24.4% in 2024. While we believe that aeronautical revenues will continue to represent the majority of our future revenues, we currently estimate that the growth rate of our revenues from commercial activities will likely exceed the growth rate of our aeronautical revenues, except in the years in which the maximum tariffs are reset.

Non-aeronautical revenues per terminal passenger increased from Ps.97.1 in 2023 to Ps. 123.4 in 2024, representing an increase of 27.1%. This increase is due to the expansion of the terminal buildings and the commercial strategy implemented during 2024 and consolidation since July 1, 2024, the revenues from handling storage and custody services in bonded warehouse facilities. While terminal passengers decreased by 2.1% in 2024, non-aeronautical services increased by 24.4%.

Non-aeronautical revenues per terminal passenger show the average revenue generated by the commercial areas of our airports, and it is calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. Therefore, if non-aeronautical revenues decline proportionately less than the number of terminal passengers during a period, non-aeronautical revenues per terminal passenger will increase despite the decrease in non-aeronautical revenues. Non-aeronautical revenues per terminal passenger are principally affected by:

•the commercial offer available at our airports;

•opening of new commercial spaces at our airports;

•the level of passenger traffic; and

•the exchange rate between the Mexican peso and the U.S. dollar. This exchange rate affects our contracts that are denominated in U.S. dollars, which mainly consist of lease contracts for timeshare developers, car rentals, duty-free operations, and certain lease contracts for food and beverages and retail operations.

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, as may be increased by which royalty-based payments, as discussed below). Accordingly, non-aeronautical revenues do not always behave in the same manner as passenger traffic or workload units.

Approximately 98.5% of the contracts with third-party tenants that could be arranged as royalty-based have already been executed under those conditions (representing approximately 68.0% of our total non-aeronautical revenues). Under a royalty-based contract, the amount tenants must pay is based on tenants’ revenues, subject to a minimum guaranteed fixed amount related to the square footage of the space leased. When the royalty-based amount is lower than the minimum guaranteed amount, the tenant must still pay the latter. Therefore, a decrease in passenger traffic volumes would result in a reduction in non-aeronautical revenues from such tenants only if, prior to such a decrease in passenger traffic, the sales of royalty-based tenants were higher than the minimum guaranteed amount. 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.

Recognition of Revenues from Improvements to Concession Assets

IFRIC 12 requires, subject to certain conditions, that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant, and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of the consideration received when the service is rendered. We recognize revenues and the associated costs of improvements to concession assets in relation to the concession’s obligation to perform improvements as established in the Master Development Programs in Mexico and the Capital Development Program in Jamaica. Revenues represent the value of the exchange between us and the respective government with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the Master Development Programs in Mexico and the Capital Development Program in Jamaica, and in exchange, the respective government grants us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We have determined that our obligations under the Master Development Programs in Mexico and the Capital Development Program in Jamaica should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the Master Development Programs and the Capital Development Program are included in the tariffs. Therefore, we recognize the revenue and expense in profit or loss when the expenditures are performed. The cost of such additions and improvements to concession assets is based on actual costs incurred by us in the execution of the additions or improvements, considering the investment requirements in the Master Development Programs and the Capital Development Program.

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Through bidding processes, we contract third parties to carry out such construction. The revenues for these services are equal to the costs incurred, as we do not obtain any profit margin for these construction services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to passenger traffic, the main driver of our revenues. In 2022, we recognized Ps.4,846.4 million in revenues from improvements to concession assets. This represented an increase of 43.9% as compared to 2021. During 2023, we recognized Ps.7,791.3 million in revenues from improvements to concession assets. This represented an increase of 60.8% as compared to 2022. In 2024, we recognized Ps.6,832.5 million in revenues from improvements to concession assets. This represented a decrease of 12.3% as compared to 2023.

Operating Costs

The following table sets forth our operating costs and certain other related information for the years indicated:

Operating Costs

		Year ended December 31,
		2022					2023					2024
		Amount					Amount					Amount					% change
		(millions of pesos, except percentages and workload unit data)
Operating Costs:
Employee costs (1)		Ps.		1,373.3			Ps.		1,724.5			Ps.		2,126.0				23.3		%
Maintenance (1)				730.6					728.6					848.6				16.5
Safety, security and insurance (1)				577.1					691.2					831.4				20.3
Utilities (1)				474.0					485.3					542.5				11.8
Other (1) (2)				626.1					750.6					914.8				21.9
Technical assistance fees				756.6					851.3					845.2				(0.7	)
Concession taxes				1,895.2					2,532.9					2,666.8				0.1
Depreciation and amortization:
Depreciation (3)				728.9					851.6					1,214.1				42.6
Amortization (4)				1,584.5					1,694.1					1,846.9				9.0
Total depreciation and amortization				2,313.4					2,545.7					3,061.0				20.2
Other income - net				(26.5	)				(15.9	)				(105.1	)			561.0
				8,719.8					10,294.1					11,731.2				14.0		%
Cost of improvements to concession assets				4,846.4					7,791.3					6,832.5				(12.3	)
Total operating costs		Ps.		13,566.2			Ps.		18,085.4			Ps.		18,563.7				2.6		%
Other Information:
Total workload units (thousands) (5)				59,275.1					66,008.0					64,929.8				(1.6	)
Cost of services per workload unit		Ps.		63.8			Ps.		66.4			Ps.		81.1				22.2		%
Cost of services / the sum of aeronautical and    non-aeronautical revenues (6)				16.8	%				17.2	%				19.7	%

(1)Cost of services includes employee cost, maintenance, safety, security, insurance, utilities, allowance for expected credit loss and other operating cost.

(2)Includes both the “Expected credit loss of the year” and “other operating expenses”.

(3)Reflects depreciation of machinery, equipment and improvements on leased buildings.

(4)Reflects amortization of our improvements of concession assets, concessions and other acquired rights.

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

(6)Cost of services divided by the sum of aeronautical and non-aeronautical revenues, expressed as a percentage.

Cost of Services

Our cost of services consists primarily of employee costs, maintenance, safety, security, and insurance costs, as well as utilities (a portion of which we recover from our tenants) and various other miscellaneous expenses. The cost of services per workload unit is an indicator that is calculated by dividing the cost of services by the workload units for a given period. This indicator is affected annually by:

•Increases and decreases in the different items included in the cost of services; and

•Increases and decreases in the relative number of workload units.

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Therefore, if the cost of services increases less in proportion to the increase in workload units, the cost of service per workload unit decreases. Similarly, the cost of service per workload unit increases in periods in which the costs of service remain stable, but workload units decline.

Our cost of services per workload unit was Ps.63.8 in 2022, Ps.66.4 in 2023, and Ps.81.1 in 2024. This represents an increase of 4.0% from 2022 to 2023 and an increase of 22.2% from 2023 to 2024. In 2024, the cost of services increased by 20.2%, or Ps.883.2 million, while total workload units decrease by 1.6%. This increase was primarily due to an increase in employee costs of Ps.401.5 million, an increase of Ps.164.2 million in other costs, an increase of Ps.140.2 million in safety, security, and insurance costs, an increase of Ps.120.0 million in maintenance, and an increase of Ps.57.2 million in utilities. In our Mexican airports, the cost of services increased by Ps.746.8 million, or 20.6%, which was mainly due to a Ps.376.3 million increase in employee costs, a Ps.143.1 million increase in other costs, a Ps.100.4 million increase in maintenance, Ps.88.2 million increase in safety, security, and insurance costs, and an increase of Ps 38.9 million in utilities. For our Jamaican airports, the cost of services increased by Ps.136.4 million, or 18.2%, mainly due to an increase of Ps.52.1 million in safety, security, and insurance costs, an increase of Ps.25.2 million in employee costs, an increase of Ps.21.1 million in other costs, an increase of Ps.19.6 million in maintenance, and an increase of Ps.18.3 million in utilities.

Our income from operations divided by the sum of aeronautical and non-aeronautical revenues (operating margin) decreased by 330 basis points from 59.5% in 2023 to 56.2% in 2024, mainly as a result of an increase in the cost of services.

Technical Assistance Fees

Technical Assistance Fees in Mexico

Under the technical assistance agreement, AMP provides us with management and consulting services, technical assistance, and technological and industry knowledge and experience in exchange for a fee. This agreement is more fully described in Item 7 hereof. Since January 1, 2002, the fee has been equal to the greater of U.S.$4.0 million (adjusted annually for U.S. inflation) and 5% of our annual consolidated income from operations, defined as earnings before interest income or expense (calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization and in each case determined in accordance with MFRS). The technical assistance fee is a component of our maximum tariffs and is collected through the maximum tariffs charged. In 2022, 2023, and 2024, this fee was Ps.756.6 million, Ps.851.3 million, and Ps.845.2 million, respectively.

Technical Assistance Fees in Jamaica

Neither MBJA nor NMIA has a technical assistance agreement with third parties in place.

Concession Taxes

Mexican Concession Tax

We are subject to the Mexican Federal Duties Law, which requires each of our Mexican airports to pay a concession tax to the Mexican government equal to 5% of the gross annual revenues (excluding revenues from improvements to concession assets) of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. As of January 1, 2024, this percentage increased to 9% by the decree issued by the Federal Government. The concession tax rate may vary annually as determined solely by the Mexican Federal Congress, and there can be no assurance that this rate will not increase in the future. If Mexico’s Federal Congress increases the concession tax rate, we are entitled to request an increase in our maximum rates from the SICT; however, there can be no assurance that the SICT will approve our request.

In 2022, 2023, and 2024, this tax amounted to Ps.906.8 million, Ps.1,014.5 million, and Ps.1,163.3 million, respectively.

Jamaican Concession Fees

Under the terms of the Concession Agreement and the relevant tax legislation, MBJA is required to pay a monthly concession fee per workload unit to the Jamaican government. This allows it to use and develop the assets subject to the concession. MBJA is also required to pay an additional concession fee equal to 45% of any revenues earned in excess of the forecast revenues established in the Concession Agreement. This additional concession fee considers the period from April to March each year, with payment required yearly.

According to the Concession Agreement, once a 25% cumulative annualized internal rate of return hurdle (“IRR Hurdle”) is reached (as measured from the date of the first equity contribution to the concessionaire), any equity distributions above the IRR Hurdle to MBJA’s shareholders must be matched by an equal payment to the AAJ as owner of the concession assets (“Excess Benefit Payment”). Equity distributions include any dividend, capital reduction, interest, fee, loan, or other payment to MBJA’s shareholders. MBJA’s IRR Hurdle has not been reached; the aggregate as of December 2024 was 17.7%.

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The concession fee for 2022 was U.S.$3.04 per workload unit served. In 2022, these monthly and annual concession fees were Ps.290.9 million. The concession fee for 2023 was U.S.$3.48 per workload unit served. In 2023, these monthly and annual concession fees was Ps.784.8. million. The concession fee for 2024 was U.S.$3.60 per workload unit served. In 2024, these monthly and annual concession fees was Ps.837.9 million.

The additional concession fee for the periods ending March 2024 and March 2025 was U.S.$30.5 million and U.S.$26.1 million, respectively. In the periods ending in March 2022 and March 2023, we did not generate any additional concession fees.

Under the terms of the NMIA Concession Agreement and the relevant tax legislation, PACKAL is required to pay the Jamaican government a monthly concession fee of 53.22% of the total aeronautical and non-aeronautical revenues based on NMIA’s gross revenues to allow it to use and develop the assets subject to the concession, except for certain cost recovery allowances.

For 2022, 2023, and 2024, PACKAL paid Ps.697.5 million, Ps.733.6 million, and Ps.665.6 million in concession fees, respectively.

Depreciation and Amortization

Depreciation and Amortization of Mexican Assets

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our twelve Mexican concessions, which we began amortizing for accounting purposes in August 1999, the date on which the value of our Mexican concessions was determined based on the value assigned by AMP to our Series BB shares as part of its winning bid to acquire its 15% interest in us. In addition, we write-off the value of certain fixed assets we acquire or build at our Mexican airports pursuant to the investment requirements under our Master Development Programs and could be superseded by new investments. In 2022, 2023, and 2024, these write-offs totaled Ps.15.5 million, Ps.35.1 million, and Ps.0.1 million, respectively. For further information regarding depreciation and amortization expenses, refer to Notes 7, 8, 9, 10, and 11 to our audited consolidated financial statements.

Depreciation and Amortization of Jamaican Assets

Our depreciation and amortization expenses in Jamaica primarily reflect the amortization of our investment in our Jamaican airports. This includes the value of certain fixed assets the airports acquired pursuant to the investment requirements under their respective Capital Development Programs. In addition, amortization of MBJA and NMIA concessions’ fair value. For further information regarding depreciation and amortization expenses, refer to Notes 7, 8, 9, 10, and 11 to our audited consolidated financial statements.

Cost of Improvements to Concession Assets

In compliance with our Master Development Programs in Mexico and the Capital Development Program in Jamaica, we invest in additions and upgrades to our concession assets. These investments are reflected according to IFRIC 12. Because we hire third parties to provide construction and upgrade services, and we do not recognize a premium on the cost of services, our revenues from improvements to concession assets are equal to the cost of improvements to concession assets, such that the application of IFRIC 12 does not have a cash impact on our results.

Taxation

We and each of our subsidiaries pay taxes on an individual (rather than a consolidated) basis.

Our effective tax rates in 2022, 2023, and 2024 were 25.2%, 24.1%, and 26.7%, respectively.

In 2024, our effective tax rate increased 260 basis points compared to 2023, resulting from a Ps.373.0 million increase in our current tax expense. This increase was offset by a Ps.204.6 million decrease in deferred income tax benefits driven mainly by the application of fiscal losses by Ps. 525.7 million and the application of other deferred taxes of Ps. 189.8 million. This effect was offset by the decrease in inflation, which went from 4.7% in 2023 to 4.2% in 2024.

In 2023, our effective tax rate decreased 110 basis points compared to 2022, resulting from a Ps.233.0 million decrease in our current tax expense. This decrease was offset by a Ps.214.8 million decrease in deferred income tax benefits due to lower inflation. The inflation rate in Mexico decreased from 7.8% in 2022 to 4.7% in 2023.

In 2022, our effective tax rate increased 237 basis points compared to 2021, resulting from a Ps.1,534.1 million increase in our current tax expense due to a 56.8% increase in our income before income taxes as a result of the recovery in passenger traffic. This increase was offset by a Ps.229.4 million increase in deferred income tax benefits due to higher inflation. The inflation rate in Mexico increased from 7.4% in 2021 to 7.8% in 2022.

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In terms of cash flows, we paid Ps.4,356.8 million, Ps.4,501.9 million, and Ps.3,474.7 million in corporate taxes in 2022, 2023, and 2024, respectively, representing 35.5%, 35.3%, and 28.7% of our earnings before taxes.

Taxation in Mexico

In 2014, the Mexican income tax rate was set at 30%. The income tax rate applies to all of our Mexican entities except for those entities with operations located on the Mexican side of the border with the United States, which are subject to an income tax rate of 20% pursuant to the Decree for Fiscal Incentives in the Northern Border Region (Decreto de Estímulos Fiscales Región Fronteriza Norte). On December 24, 2024, the Mexican government published a decree in the Official Gazette that extends the period during which the 20% income tax rate will apply to December 31, 2025.

We regularly review our deferred tax assets for recoverability. These assets are reduced as necessary to the extent that a future tax benefit is no longer probable. This is based on analyzing of historical taxable income, projected future taxable income, and the expected timing of the reversal of existing temporary differences. In addition, Mexican tax law allows Mexican companies to utilize tax amortization rates lower than the maximum allowable rates to modify their tax amortization rates every five years without exceeding the maximum permissible rate. Beginning in 2000, we utilized rates lower than the 15% maximum allowable rate to amortize our airport concessions and rights to use airport facilities for tax purposes.

We had determined that the overall minimum tax payable under the Pillar 2 model of the Organization for Economic Cooperation and Development's Inclusive Framework on Base Erosion and Profit Shifting (Pillar 2 income taxes) falls within the regulatory framework of IAS 12 Income Taxes.

Taxation in Jamaica

Jamaican companies, including our Jamaican airports, are required to pay corporate income tax on taxable profits, employer taxes on certain employee costs, and a value-added tax on services offered.

Corporate income tax is applicable on taxable profit at a rate of 25%, but taxable profit may be reduced by an employer tax credit of up to the total amount of employer and certain obligatory employee taxes timely paid during any fiscal year. However, this employer tax credit is clawed back if dividends are paid to shareholders in subsequent fiscal years based on a prescribed formula. In 2022, 2023, and 2024, our Jamaican airports incurred U.S.$16.7 million (Ps.334.6 million), U.S.$16.8 million (Ps.299.1 million), and U.S.$16.7 million (Ps.305.0 million), respectively, in corporate income tax liabilities.

Employee Profit-Sharing

Employee Profit-Sharing in Mexico

We are subject to the statutory employee profit-sharing regime established under the Mexican Federal Labor Law (Ley Federal del Trabajo). Under this regime, 10% of each unconsolidated company’s annual profits (as calculated for tax purposes) must be distributed among its employees other than its chief executive officer. Profit sharing is calculated by adjusting the year’s taxable income by the income tax for that year as amended by certain provisions. As a result of the 2021 Labor Reform, the employee profit-sharing distribution is capped at three months’ employee salary or the average distribution made over the previous three years, whichever is higher. Therefore, the effective payment for this concept is significantly less than the established percentage.

Employee Profit-Sharing in Jamaica

Our Jamaican airports are not subject to a profit-sharing regime.

Employee Retirement Plans

Employee Retirement Plans in Mexico

Under Mexican legislation, we must make payments equivalent to 2% of our workers’ comprehensive daily salary to a defined contribution plan that is part of the retirement savings system. This expense amounted to Ps.12.5 million in 2022, Ps.15.9 million in 2023, and Ps.25.0 million in 2024.

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Employee Retirement Plans in Jamaica

MBJA participates in a defined contribution pension scheme, the assets of which are held in a separate fund administered by trustees and a fund Administrator. Under this contribution pension scheme, MBJA pays fixed percentage contributions to the fund, which are funded by payments from employees and the company. MBJA’s contributions are charged to the statement of comprehensive income for the year to which they relate. This expense amounted to Ps.2.8 million in 2022, Ps.3.2 million in 2023, and Ps.3.1 million in 2024.

As of October 10, 2020, PACKAL participates in a defined contribution pension scheme, given that all employees are permanent. The pension assets are held in an approved retirement scheme. Under this contribution pension scheme, PACKAL pays fixed percentage contributions to the fund, which are funded by payments from employees and the company. PACKAL’s contributions are charged to the statement of comprehensive income for the year to which they relate. This expense amounted to Ps.1.9 million in 2022, Ps.2.3 million in 2023, and Ps.2.4 million in 2024.

Effects of Devaluation and Inflation

The following table sets forth, for the periods indicated, the percentage change in the price of the Mexican peso against the U.S. dollar, the Mexican inflation rate, the U.S. inflation rate, and Mexican GDP, each as compared to the previous period:

		Year ended December 31,
		2022				2023				2024
Depreciation (appreciation) of the Mexican peso as compared to    the U.S. dollar (1)			(5.9	)%			(12.7	)%			20.0	%
Mexican inflation rate (2)			7.8	%			4.7	%			4.2	%
U.S. inflation rate (3)			6.5	%			3.4	%			2.9	%
Increase in Mexican GDP (4)			3.0	%			3.0	%			1.2	%

(1)Based on changes in the rates for calculating foreign exchange liabilities, as reported by the Mexican Central Bank (Banco de México), at the end of each period, which were as follows: Ps.19.3615 per U.S.$1.00 as of December 31, 2022; Ps.16.8935 per U.S.$1.00 as of December 31, 2023, and Ps.20.2683 per U.S.$1.00 as of December 31, 2024.

(2)Based on changes in the Mexican CPI from the previous period, as reported by INEGI, the Mexican CPI at year-end was 126.481 in 2022 132.373 in 2023 and 137.949 in 2024.

(3)As reported by the U.S. Bureau of Labor Statistics.

(4)Estimated as reported by INEGI.

The general condition of the Mexican economy, changes in the value 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, our:

•Depreciation and amortization expense. According to IFRS, if inflation rates over a three-year period approach or exceed 100.0%, the incorporation of inflation into an entity’s financial statements becomes necessary. Therefore, non-monetary assets would be restated, and as a result, the depreciation and amortization of those assets would be higher, negatively affecting our net profit.

•Passenger charges. Passenger charges for international passengers are currently denominated in U.S. dollars but are invoiced and collected in pesos. Meanwhile, 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, in our aeronautical revenues. This would also produce a decrease 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.

•Finance income (cost). As required by IFRS, our finance income (cost) reflects gains or losses from foreign exchange and gains and losses from interest earned or incurred, and as a consequence, a depreciation or appreciation of the peso would impact the finance income (cost).

•Maximum rates in pesos. Our tariffs for the services we provide in our Mexican airports to international flights or international passengers are denominated in U.S. dollars. However, they are generally invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight. During 2022, 2023, and 2024, we collected passenger charges from airlines for an average period of 62, 63, and 62 days, respectively. We intend to charge prices as close as possible to the maximum rates we can charge. Since we are usually only entitled to adjust our specific prices once every six months (or earlier upon a cumulative increase of 5% in the Mexican PPI, excluding petroleum), a depreciation of the peso 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, possibly leading to the termination of one of our Mexican concessions if it is repeated and sanctioned by the SICT at least two times. If any of our Mexican concessions is terminated, our other Mexican concessions may also be terminated. In addition, if the peso appreciates as compared to the U.S.

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dollar, we may underestimate the specific prices we can charge for regulated services. We may also be unable to adjust our prices upwards to maximize our regulated revenues.

•Non-aeronautical revenues. In addition, some of our non-aeronautical revenue contracts are denominated and invoiced in U.S. dollars; however, some of them are collected in Mexican pesos. Consequently, an appreciation of the peso against the U.S. dollar would cause declines in our revenues from these U.S. dollar-denominated contracts.

Results of Operations by Subsidiary

Historically, our most profitable airports have been our Guadalajara, Los Cabos, Montego Bay, and Puerto Vallarta international airports, which handle the majority of our international passengers. In 2022 and 2023, our Tijuana and Guanajuato airports, respectively, had the highest percentage increase in passenger traffic. In 2024, our Los Mochis airport had the highest percentage increase in passenger traffic, with an increase of 24.3% compared to 2023.

We determine profitability per airport by dividing income from operations at each airport by total revenues. Operating margins at our Tijuana airport historically have been lower than at our other principal airports. This is because the maximum rates applicable to aeronautical services provided at our Tijuana airport are lower than those applicable to our other principal airports. This results from the amortization of our concession relative to the level of revenues being much higher at our Tijuana airport than at our other principal airports. This is because the original concession value assigned to Tijuana International Airport was proportionately higher.

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The following table sets forth our results of operations for the years indicated for each of our principal airports and our other subsidiaries:

Results of Operations

			Year ended December 31,
		2022					2023					2024
			(thousands of pesos, except percentages)
Guadalajara:
Revenues:
Aeronautical services		Ps.		4,562,120			Ps.		5,266,036			Ps.		5,372,286
Non-aeronautical services				877,101					1,041,913					1,317,331
				5,439,221					6,307,949					6,689,617
Improvements to concession assets (1)				2,474,815					4,271,867					2,978,055
Total revenues				7,914,036					10,579,816					9,667,672
Total costs				4,016,621					5,960,016					5,108,846
Costs of operations (2)				1,038,575					1,200,960					1,528,756
Cost of improvements to concession assets (1)				2,474,815					4,271,868					2,978,055
Depreciation and amortization				439,418					459,556					603,129
Other expense				63,813					27,632					(1,093	)
Income from operations				3,897,415					4,619,800					4,558,825
Operating margin (3)				49.25	%				43.67	%				47.16	%
Tijuana:
Revenues:
Aeronautical services		Ps.		2,690,693			Ps.		2,915,378			Ps.		2,787,018
Non-aeronautical services				532,955					622,543					521,856
				3,223,648					3,537,921					3,308,874
Improvements to concession assets (1)				751,422					450,925					394,796
Total revenues				3,975,070					3,988,846					3,703,670
Total costs				1,747,712					1,694,275					1,846,933
Costs of operations (2)				652,611					789,261					945,786
Cost of improvements to concession assets (1)				751,422					450,925					394,796
Depreciation and amortization				341,674					421,742					472,716
Other expense				2,006					32,347					33,635
Income from operations				2,227,358					2,294,571					1,856,737
Operating margin (3)				56.03	%				57.52	%				50.13	%
Los Cabos:
Revenues:
Aeronautical services		Ps.		2,711,345			Ps.		2,932,155			Ps.		2,763,264
Non-aeronautical services				1,093,300					1,169,048					1,261,519
				3,804,645					4,101,203					4,024,783
Improvements to concession assets (1)				624,893					376,172					580,258
Total revenues				4,429,538					4,477,375					4,605,041
Total costs				1,689,683					1,625,390					2,027,297
Costs of operations (2)				729,687					885,630					1,052,344
Cost of improvements to concession assets (1)				624,893					376,172					580,258
Depreciation and amortization				302,052					326,768					364,527
Other expense				33,051					36,819					30,169
Income from operations				2,739,855					2,851,985					2,577,743
Operating margin (3)				61.85	%				63.70	%				55.98	%

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		Year ended December 31,
		2022					2023					2024
			(thousands of pesos, except percentages)
Puerto Vallarta:
Revenues:
Aeronautical services		Ps.		2,278,063			Ps.		2,492,164			Ps.		2,414,056
Non-aeronautical services				524,261					561,976					587,407
				2,802,324					3,054,140					3,001,462
Improvements to concession assets (1)				523,993					1,715,824					1,529,823
Total revenues				3,326,317					4,769,964					4,531,286
Total costs				1,333,748					2,632,625					2,545,788
Costs of operations (2)				619,672					647,757					782,570
Cost of improvements to concession assets (1)				523,993					1,715,824					1,529,823
Depreciation and amortization				196,793					230,169					220,975
Other expense (income)				(6,710	)				38,875					12,419
Income from operations				1,992,569					2,137,339					1,985,498
Operating margin (3)				59.90	%				44.81	%				43.82	%
Montego Bay:
Revenues:
Aeronautical services		Ps.		1,689,682			Ps.		1,804,975			Ps.		1,871,679
Non-aeronautical services				693,603					800,061					826,710
				2,383,285					2,605,036					2,698,389
Improvements to concession assets (1)				109,715					206,137					228,550
Total revenues				2,493,000					2,811,173					2,926,938
Total costs				1,370,728					1,915,877					2,086,160
Costs of operations (2)				769,014					1,240,929					1,376,129
Cost of improvements to concession assets (1)				109,715					206,137					228,550
Depreciation and amortization				491,076					467,968					840,778
Other expense				923					843					522
Income from operations				1,122,272					895,296					840,778
Operating margin (3)				45.02	%				31.85	%				28.73	%
Guanajuato:
Revenues:
Aeronautical services		Ps.		760,779			Ps.		923,323			Ps.		917,088
Non-aeronautical services				154,845					182,829					190,854
				915,624					1,106,152					1,107,942
Improvements to concession assets (1)				33,868					185,069					311,567
Total revenues				949,492					1,291,221					1,419,509
Total costs				344,353					529,469					701,531
Costs of operations (2)				232,591					258,612					300,808
Cost of improvements to concession assets (1)				33,868					185,069					311,567
Depreciation and amortization				80,874					87,899					88,856
Other expense (income)				(2,980	)				(2,111	)				300
Income from operations				605,139					761,752					717,979
Operating margin (3)				63.73	%				58.99	%				50.58	%

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		Year ended December 31,
		2022					2023					2024
		(thousands of pesos, except percentages)
Hermosillo:
Revenues:
Aeronautical services		Ps.		457,013			Ps.		525,222			Ps.		515,477
Non-aeronautical services				79,181					98,269					116,002
				536,194					623,491					631,479
Improvements to concession assets (1)				74,231					37,558					92,854
Total revenues				610,425					661,049					724,333
Total costs				335,133					323,068					413,605
Costs of operations (2)				176,020					187,697					222,032
Cost of improvements to concession assets (1)				74,231					37,558					92,854
Depreciation and amortization				86,112					99,271					100,863
Other expense (income)				(1,231	)				(1,458	)				(2,142	)
Income from operations				275,292					337,981					310,727
Operating margin (3)				45.10	%				51.13	%				42.90	%
Other Airport Subsidiaries (4) :
Revenues:
Aeronautical services		Ps.		2,187,038			Ps.		2,408,142			Ps.		2,469,201
Non-aeronautical services				415,587					437,237					426,315
				2,602,625					2,845,379					2,895,515
Improvements to concession assets (1)				253,467					547,769					716,639
Total revenues				2,856,092					3,393,145					3,612,154
Total costs				2,164,046					2,606,287					2,884,219
Costs of operations (2)				1,644,987					1,733,728					1,812,882
Cost of improvements to concession assets (1)				253,467					547,767					716,639
Depreciation and amortization				284,653					340,128					364,927
Other expense (income)				(19,062	)				(15,336	)				(10,229	)
Income from operations				692,047					786,858					727,935
Operating margin (3)				24.23	%				23.15	%				20.15	%
Other Subsidiaries (5) :
Revenues:
Non-aeronautical services		Ps.		826,406			Ps.		1,251,556			Ps.		2,423,773
Total revenues				826,406					1,251,556					2,423,773
Total costs				564,159					798,426					1,125,235
Costs of operations (2)				569,727					819,713					753,920
Depreciation and amortization				90,669					112,202					539,972
Other (income)				(96,237	)				(133,489	)				(168,656	)
Income from operations				262,248					453,130					1,298,537
Total:
Revenues:
Aeronautical services		Ps.		17,336,734			Ps.		19,267,395			Ps.		19,110,068
Non-aeronautical services				5,197,238					6,165,429					7,671,766
				22,533,972					25,432,824					26,781,834
Improvements to concession assets (1)				4,846,404					7,791,320					6,832,541
Total revenues				27,380,376					33,224,144					33,614,375
Total costs				13,566,182					18,085,431					18,563,730
Costs of operations (2)				6,432,884					7,764,285					8,775,225
Cost of improvements to concession assets (1)				4,846,404					7,791,320					6,832,541
Depreciation and amortization				2,313,321					2,545,702					3,061,039
Other (income)				(26,427	)				(15,876	)				(105,076	)
Income from operations				13,814,194					15,138,713					15,050,645
Operating margin (3)				50.45	%				45.57	%				44.77	%

(1)Corresponds to recognition of revenues and costs pursuant to IFRIC 12.

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(2)Cost of operations includes cost of services, technical assistance fees and concession taxes.

(3)We determine operating margin per airport by dividing income from operations at each airport or group of airports by total revenues for that airport or group of airports.

(4)Reflects the results of operations of our Morelia, La Paz, Aguascalientes, Mexicali, Los Mochis, Manzanillo and Kingston airports.

(5)Other subsidiaries data reflects the results of operations of our holding company, as well as those of our administrative, operating car parking services providers, as well as the cargo and bonded warehouse facilities.

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The following table sets forth a summary of our consolidated results of operations for the years indicated:

Summary Consolidated Results of Operations

		Year ended December 31,
		2022					2023					2024					% change
		(thousands of pesos, except percentages)
Revenues:
Aeronautical services		Ps.		17,336,734			Ps.		19,267,395			Ps.		19,110,067				(0.8	)%
Non-aeronautical services				5,197,238					6,165,429					7,671,766				24.4	%
Subtotal				22,533,972					25,432,824					26,781,833				5.3	%
Improvements to concession assets				4,846,404					7,791,320					6,832,541				(12.3	)%
Total revenues				27,380,376					33,224,144					33,614,374				1.2	%
Operating costs:
Employee cost (1)				1,373,264					1,724,461					2,125,958				23.3	%
Maintenance (1)				730,568					728,618					848,575				16.5	%
Safety, security and insurance (1)				577,122					691,155					831,411				20.3	%
Utilities (1)				474,032					485,265					542,482				11.8	%
Allowance for expected credit loss (1)				41,444					29,395					24,768				(15.7	)%
Other operating cost (1)				584,624					721,175					890,047				23.4	%
Technical assistance fees				756,648					851,320					845,234				(0.7	)%
Concession taxes				1,895,182					2,532,896					2,666,751				5.3	%
Depreciation and amortization				2,313,321					2,545,702					3,061,039				20.2	%
Other income				(26,428	)				(15,876	)				(105,076	)			561.9	%
Cost of improvements to concession assets				4,846,404					7,791,320					6,832,541				(12.3	)%
Total costs				13,566,181					18,085,431					18,563,730				2.6	%
Income from operations				13,814,195					15,138,713					15,050,644				(0.6	)%
Finance cost - net
Finance income				835,989					1,402,964					1,289,271				(8.1	)%
Finance cost				(2,455,918	)				(3,439,276	)				(4,104,423	)			19.3	%
Exchange gain, net				81,420					(340,711	)				(119,751	)			(64.9	)%
Net finance cost				(1,538,509	)				(2,377,023	)				(2,934,903	)			23.5	%
Income before income taxes				12,275,686					12,761,690					12,115,741				(5.1	)%
Income tax expense				3,090,212					3,072,090					3,240,302				5.5	%
Profit for the year				9,185,474					9,689,600					8,875,439				(8.4	)%
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations				(488,316	)				(893,709	)				1,132,599				83.0	%
Cash flow hedges, effective portion of changes in fair    value, net of income tax				100,966					(69,905	)				(65,303	)			(6.6	)%
Items that will not be reclassified to profit or loss:
Remeasurements of employee benefit – net of income tax				8,802					(15,932	)				10,201				(164.0	)%
Total comprehensive income for the year				8,806,926					8,710,054					9,952,936				14.3	%
Profit for the year attributable to:
Controlling interest				9,013,147					9,542,912					8,612,157				(9.8	)%
Non-controlling interesting				172,327					146,688					263,282				79.5	%
Profit for the year				9,185,474					9,689,600					8,875,439				(8.4	)%
Total comprehensive income for the year
Controlling interest				8,664,216					8,641,234					9,567,162				10.7	%
Non-controlling interesting				142,710					68,820					385,774				460.6	%
Total comprehensive income for the year				8,806,926					8,710,054					9,952,936				14.3	%
Other operating data (unaudited):
Operating margin (2)				50.5	%				45.6	%				26.4	%			(42.1	)%
Net margin (3)				33.5	%				29.2	%				26.4	%			(9.5	)%

(1)Cost of services includes employee cost, maintenance, safety, security, insurance, utilities, allowance for ECL and other operating cost.

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(2)Income from operations divided by total revenues, expressed as a percentage.

(3)Profit for the year divided by total revenues, expressed as a percentage.

Results of Operations for the Year ended December 31, 2024 Compared to the Year Ended December 31, 2023

Revenues

Total revenues increased 1.2% from Ps.33,224.1 million in 2023 to Ps.33,614.4 million in 2024. This results from the increase in non-aeronautical revenues resulting from the commercial strategy and the consolidation of the cargo and bonded warehouse facilities, offset by a decrease in aeronautical revenues mainly attributable to a decrease in passenger traffic, as well as 92.5% compliance with the maximum tariffs (compared to 96.0% compliance in 2023). The total revenue increase was comprised of a decrease of Ps.157.3 million, or 0.8%, in aeronautical services revenues, an increase of Ps.1,503.3 million, or 24.4%, in non-aeronautical revenues, and a decrease of Ps.958.8 million, or 12.3%, in revenues from improvements to concession assets, which decreased as a result of the committed investments outlined in our Master Development Programs.

Aeronautical Services Revenues

Aeronautical services revenues decreased by Ps.157.3 million, or 0.8%, from Ps.19,267.4 million in 2023 to Ps.19,110.1 million in 2024.

Aeronautical services revenues at our Mexican airports decreased Ps.346.0 million, or 2.1%, primarily due to a decrease in revenues from passenger charges of Ps 496.5 million, or 3.5%, due to the 2.1% decrease in total passenger traffic. Revenues from aircraft landing and parking fees in our Mexican airports increased by Ps.99.7 million, or 6.8%, while revenues from the leasing of space to airlines for ticket counters, airport security, and complementary services increased by Ps.50.8 million, or 7.8%.

Aeronautical services revenues at our Jamaican airports increased by Ps.188.8 million, or 6.8%, compared to 2023. This was mainly due to the increase in revenues in U.S. dollars by US$5.8 million, or 5.1%, as well as the depreciation of the peso against the dollar compared to 2023 of 3.0%, which went from an average exchange rate of Ps. 17.7665 in 2023 to Ps. 18.3001 in 2024. Nevertheless, passenger traffic decreased by 1.8%.

Non-Aeronautical Services Revenues

Non-aeronautical services revenues increased by Ps.1,506.3 million, or 24.4%, from Ps.6,165.4 million in 2023 to Ps.7,671.8 million in 2024, mainly driven by the consolidation of the cargo and bonded warehouse facilities starting in July 2024 and opening of new commercial areas, as well as the renegotiation of current contracts with tenants.

Non-aeronautical services revenues at our Mexican airports increased by Ps.1,475.8 million, or 28.7%, compared to 2023, mainly by the revenues from businesses operated directly by us in our Mexican airports increased by Ps.1,095.1 million, or 57.9%, mainly due to an increase in revenues from convenience stores, car parking and the consolidation of the cargo and fiscal warehouse business starting in July 2024 which jointly increased by Ps.699.7 million. Revenues from businesses operated by third parties of Ps.380.8 million, or 11.7%. The increase in revenues from businesses operated by third parties was primarily driven by revenues from food and beverage operations, retail, car rentals, and leasing of space, which jointly increased by Ps.361.2 million, or 12.8%.

Non-aeronautical services revenues from the Jamaican airports increased by Ps.30.5 million, or 3.0%, compared to 2023. The business lines that increased the most were duty-free stores, car parking, food and beverage operations, and leasing of space, which jointly increased by Ps.28.1 million, or 23.6%.

Revenues from Improvements to Concession Assets

Revenues from improvements to concession assets decreased by Ps.958.8 million, or 12.3%, from Ps.7,791.3 million in 2023 to Ps.6,832.5 million in 2024. Revenues from improvements to concession assets are determined by committed investments under our Master Development Programs in Mexico and our Capital Development Programs in Jamaica. For 2024, the main commitments of improvements to concession assets included: (i) rehabilitation of the expansion of the terminal building and the expansion of the general apron at Los Cabos airport, (ii) building of the second runway, taxiways, parking building expansion, and roads at the at Guadalajara airport, (iii) rehabilitation of the taxiway at Puerto Vallarta airport, (iv) the rehabilitation of the runway and firefighter building at the Guanajuato Airport, (v) the expansion of the New Processor Building at the Tijuana Airport, (vi) rehabilitation of the taxiway and beginning of runway extension of the Kingston Airport and (vii) expansion of Montego Bay airport terminal.

Revenues by Airport

Total revenues for Guadalajara airport decreased by Ps.912.1 million, or 8.6%, from Ps.10,579.8 million in 2023 to Ps.9,667.7 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.381.7 million, or 6.1%). Aeronautical services revenues increased by Ps.106.2 million, or 2.0%, from Ps.5,266.0 million in 2023 to Ps.5,372.3 million in 2024. This increase in aeronautical services revenues was mainly due to an increase in landing charges of Ps.31.1 million, or 9.1%, aircraft parking

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charges of Ps. 24.4 million, or 19.8%, leasing of space of airlines of Ps. 21.7 million, or 33.0%, and partly due to an increase in passenger charges of Ps.12.8 million, or 0.3%, driven by a 0.8% increase in passenger traffic. Non-aeronautical services revenues increased by Ps.275.4 million, or 26.4%, from Ps.1,041.9 million in 2023 to Ps.1,317.3 million in 2024. This increase in non-aeronautical services revenues was primarily due to an increase in revenues from business lines operated by third parties of Ps.269.1 million, or 29.6%, mainly due to an increase in food and beverage, retail, and car rentals. Revenues from revenues businesses operated directly by us increased by Ps.6.3 million. Mainly derived from an increase in recovery costs of Ps.8.4 million. Revenues from improvements to concession assets decreased by Ps.1,293.8 million, or 30.3%, in 2024 compared to 2023.

Total revenues for Tijuana airport decreased by Ps.285.2 million, or 7.1%, from Ps.3,988.8 million in 2023 to Ps.3,703.7 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues decreased by Ps.229.0 million, or 6.5%). Aeronautical services revenues decreased by Ps.128.4 million, or 4.4%, from Ps.2,915.4 million in 2023 to Ps.2,787.0 million in 2024. This decrease in aeronautical services revenues was mainly due to a decrease in passenger charges of Ps.156.8 million, or 6.0%, driven by a 4.9% decrease in passenger traffic, offset by increase in leasing of space of airlines Ps. 16.6 millions, or 35.5%. Non-aeronautical services revenues decreased by Ps.100.7 million, or 16.2%, from Ps.622.5 million in 2023 to Ps.521.9 million in 2024. This decrease in non-aeronautical services revenues was primarily due to a decrease in revenues from business lines operated directly by us of Ps.106.5 million, or 41.8%. This decrease was mainly due to car parking, which decreased Ps.107.7 million. Revenues from business lines operated by third parties increased by Ps.5.8 million, or 1.6%, mainly due to an increase in retail and other operation revenues. Revenues from improvements to concession assets decreased by Ps.56.1 million, or 12.4%, in 2024 compared to 2023.

Total revenues for Los Cabos airport increased by Ps.127.7 million, or 2.9%, from Ps.4,477.4 million in 2023 to Ps.4,605.0 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues decreased by Ps.76.4 million, or 1.9%). Aeronautical services revenues decreased by Ps.168.9 million, or 5.8%, from Ps.2,932.2 million in 2023 to Ps.2,763.3 million in 2024. The decrease in aeronautical services revenues was mainly due to a decrease in passenger charges of Ps.170.8 million, or 6.7%, driven by a 2.9% decrease in passenger traffic. Non-aeronautical services revenues increased by Ps.92.5 million, or 7.9%, from Ps.1,169.0 million in 2023 to Ps.1,261.5 million in 2024. This increase in non-aeronautical services revenues was primarily due to an increase in revenues from business lines operated by third parties of Ps.103.3 million, or 9.6%. This increase was mainly from car rental, food and beverage, and retail revenues, which jointly increased Ps.79.4 million. Revenues from business lines operated directly by us decreased by Ps.10.9 million, or 12.0%. Revenues from improvements to concession assets increased by Ps.204.1 million, or 54.3%, in 2024 compared to 2023.

Total revenues for Puerto Vallarta airport decreased by Ps.238.7 million, or 5.0%, from Ps.4,770.0 million in 2023 to Ps.4,531.3 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues decreased by Ps.52.7 million, or 1.7%). Aeronautical services revenues decreased by Ps.78.1 million, or 3.1%, from Ps.2,492.2 million in 2023 to Ps.2,414.1 million in 2024. The decrease in aeronautical services revenues was mainly due to a decrease in revenues from passenger charges of Ps.98.5 million or 4.6%, partially offset by a 0.2% increase in passenger traffic. Non-aeronautical services revenues increased by Ps.25.4 million, or 4.5%, from Ps.562.0 million in 2023 to Ps.587.4 million in 2024. This increase in non-aeronautical services revenues was primarily due to an increase in business lines operated by third parties of Ps.32.4 million, or 6.4%. This increase was mainly from food and beverage, car rental, and duty-free revenues, which jointly increased Ps.23.6 million. Revenues from business lines operated directly by us decreased Ps.7.0 million, or 12.7%. Revenues from improvements to concession assets decreased by Ps.186.0 million, or 10.8%, in 2024 compared to 2023.

Total revenues for Montego Bay airport increased by Ps.115.8 million, or 4.1%, from Ps.2,811.2 million in 2023 to Ps.2,926.9 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.93.4 million, or 3.6%). Aeronautical services revenues increased by Ps.66.7 million, or 3.7%, from Ps.1,805.0 million in 2023 to Ps.1,871.7 million in 2024. This increase in aeronautical services revenues was mainly due to an increase in revenues from passenger charges of Ps.42.0 million, or 3.5%, partially offset by a 3.0% decrease in passenger traffic. Non-aeronautical services revenues increased by Ps.26.6 million, or 3.3%, from Ps.800.1 million in 2023 to Ps.826.7 million in 2024. This increase in non-aeronautical services revenues was primarily due to an increase in revenues from business lines operated by third parties of Ps.21.1 million, or 2.9%. This increase was mainly in the leasing of space, food and beverage, and car rental revenues, which jointly increased Ps.66.8 million. Revenues from business lines operated directly by us increased by Ps.5.5 million, or 8.4%. Revenues from improvements to concession assets increased by Ps.22.4 million, or 10.9%, in 2024 compared to 2023.

Total revenues for Guanajuato airport increased by Ps.128.3 million, or 9.9%, from Ps.1,291.2 million in 2023 to Ps.1,419.5 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.1.8 million, or 0.2%). Aeronautical services revenues decreased by Ps.6.2 million, or 0.7%, from Ps.923.3 million in 2023 to Ps.917.1 million in 2024. This decrease in aeronautical services revenues was mainly due to a decrease in revenues from passenger charges of Ps.17.1 million, or 2.1%, driven by a 1.6% decrease in passenger traffic and offset by revenues from landing chargers and aircraft landing, which jointly increased Ps.9.4 million. Non-aeronautical services revenues increased by Ps.8.0 million, or 4.4%, from Ps.182.8 million in 2023 to Ps.190.9 million in 2024. This increase in non-aeronautical services was primarily due to an increase in revenues from business lines operated by third parties of Ps.8.6 million, or 5.8%. This increase was mainly in the leasing of space, food and beverage, and car rental revenues, which jointly increased Ps.8.1 million. Businesses operated directly by us decreased by Ps.0.6 million, or 1.8%. Revenues from improvements to concession assets increased by Ps.126.5 million, or 68.4%, in 2024 compared to 2023.

Total revenues for Hermosillo airport increased by Ps.63.3 million, or 9.6%, from Ps.661.0 million in 2023 to Ps.724.3 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.8.0 million, or 1.3%).

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Aeronautical services revenues decreased by Ps.9.7 million, or 1.9%, from Ps.525.2 million in 2023 to Ps.515.5 million in 2024. This decrease in aeronautical services revenues was mainly due to a decrease in revenues from complementary services of Ps. 8.8 million, and passenger charges of Ps.2.2 million, or 0.5%, driven by a 1.5% decrease in passenger traffic. Non-aeronautical services revenues increased by Ps.17.7 million, or 18.0%, from Ps.98.3 million in 2023 to Ps.116.0 million in 2024. This increase in non-aeronautical services was primarily due to an increase in revenues from businesses operated by third parties of Ps.17.4 million, or 21.2%. This increase was mainly in car rentals, leasing of space, and food and beverage revenues, which jointly increased by Ps.15.3 million. Revenues from business lines operated directly by us increased by Ps.0.4 million, or 2.3%. Revenues from improvements to concession assets increased by Ps.55.3 million, or 147.2%, in 2024 compared to 2023.

Total revenues for our other seven airports increased by Ps.219.0 million, or 6.5%, from Ps.3,393.1 million in 2023 to Ps.3,612.2 million in 2024 (taking into account only revenues from aeronautical and non-aeronautical services, revenues increased by Ps.50.1 million, or 1.8%). Aeronautical services revenues at these airports increased by Ps.61.1 million, or 2.5%, from Ps.2,408.1 million in 2023 to Ps.2,469.2 million in 2024. This increase in aeronautical services revenues was mainly due to an increase in revenues from passenger charges of Ps.4.5 million, or 0.3%, partially offset by a 4.6% decrease in passenger traffic. Non-aeronautical services revenues decreased by Ps.10.9 million, or 2.5%, from Ps.437.2 million in 2023 to Ps.426.3 million in 2024. This decrease in non-aeronautical services was primarily due to a decrease in revenues from businesses operated directly by us of Ps.29.5 million, or 28.8%. The decrease was mainly in car parking and convenience stores. Revenues from business lines operated by third parties increased by Ps.16.0 million, or 5.7%. Revenues from improvements to concession assets increased by Ps.168.9 million, or 30.8%, in 2024 compared to 2023.

Operating Costs

Total operating costs increased by Ps.478.3 million, or 2.6%, from Ps.18,085.4 million in 2023 to Ps.18,563.7 million in 2024, primarily due to an increase in operating costs of Jamaica airports by Ps.528.3 million, or 17.5%, from Ps.3,026.6 million in 2023 to Ps.3,554.9 million in 2024, offset by a decrease in operating costs for our Mexican airports of Ps.50.0 million, or 0.3%, from Ps.15,058.8 million in 2023 to Ps.15,008.8 million in 2024.

Cost of Services

Cost of services, which comprises employee costs, maintenance, safety, security and insurance, utilities, expected credit loss, and other operating expenses, increased by Ps.883.2 million, or 20.2%, from Ps.4,380.1 million in 2023 to Ps.5,263.3 million in 2024.

Cost of services for our Mexican airports increased by Ps. 746.8 million, or 20.6%, in 2024 compared to 2023. The change in cost of services for these airports was composed primarily of the following factors:

•Employee costs increased by Ps.376.3 million, or 24.8%, compared to 2023, mainly due to the hiring of additional personnel as well as the adjustments in salaries and changes in Labor Law, and the consolidation of the cargo and bonded warehouse facilities, which contributed Ps. 178.7 million.

•Maintenance costs increased by Ps.100.4 million, or 17.3%, compared to 2023, primarily due to the opening of additional operational areas.

•Other operating expenses increased by Ps. 89.1 million, or 19.8%, compared to 2023, mainly due to a combined increase in services, professional fees, and travel expenses of Ps. 18.5 million and the consolidation of the cargo and the bonded warehouse facilities with other operating expenses of Ps. 75.6 million.

•Safety, security, and insurance costs increased by Ps.88.2 million, or 16.8%, compared to 2023, mainly due to an increase in the number of security staff, an increase in minimum wages, changes in Labor Law, and the opening of additional operational areas.

•Utilities increased by Ps.38.9 million, or 11.7%, compared to 2023, mainly due to the increase in the consumption of energy derived from the opening of new operational areas, the rise in fuel prices, and the increase in water fees.

Of our Mexican airports, Guadalajara airport contributed the most to our cost of services in 2024, representing 29.0% of our total cost of services. The cost of services at Guadalajara airport increased by Ps.327.8 million, or 27.3%, from Ps.1,201.0 million in 2023 to Ps.1,529.0 million in 2024. This increase was primarily due to an increase of Ps.181.8 million in other operating expenses, Ps.27.9 million in employee costs, Ps.27.4 million in safety, security and insurance, Ps.13.1 million in utilities, and Ps.10.5 million in maintenance.

Costs of services at Montego Bay airport increased by Ps.134.9 million, or 10.9%, in 2024 compared to 2023. The change in cost of services for this airport was primarily due to the increase of Ps.53.1 million in concession taxes, Ps.28.5 million in security, Ps.11.0 million in insurance, Ps. 10.1 million in utilities, Ps.10.7 million in professional services, Ps.9.6 million in employee costs and Ps.8.5 million in maintenance.

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Costs of services for PACKAL decreased by Ps.15.9 million, or 1.6%, in 2024 compared to 2023. The change in cost of services for this airport was primarily as a result of a decrease of Ps.67.9 million in rights in concession taxes. This was partially offset by an increase in maintenance expenses of Ps.10.7 million, an increase in safety, security, and insurance of Ps.12.5 million, Ps.8.2 million in utilities, and an increase in employee costs of Ps.15.6 million.

Technical Assistance Fees

Technical assistance fees decreased by Ps.6.1 million, or 0.7%, from Ps.851.3 million in 2023 to Ps.845.2 million in 2024. This decrease in technical assistance fees was mainly due to a decrease in our consolidated income from operations at our Mexican airports, which is used to calculate the technical assistance fee. See “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”

Concession Taxes

Due to the increase in revenues (excluding revenues from improvements to concession assets, which do not form part of income for purposes of the government concession tax), government concession taxes increased by Ps.133.9 million, or 5.3%, from Ps.2,532.9 million in 2023 to Ps.2,666.8 million in 2024.

Depreciation and Amortization

Depreciation and amortization increased by Ps.515.3 million, or 20.2%, from Ps.2,545.7 million in 2023 to Ps.3,061.0 million in 2024. This was mainly due to the growth in infrastructure resulting from the fulfillment of our Master Development Programs and Capital Development Programs.

Other income - net

Other income increased by Ps.89.2 million, or 561.9%, from Ps.15.9 million in 2023 to income of Ps.105.1 million in 2024.

Cost of Improvements to Concession Assets

Cost of improvements to concession assets decreased by Ps.958.8 million, or 12.3%, from Ps.7,791.3 million in 2023 to Ps.6,832.5 million in 2024. In Mexico, the cost of improvements to concession assets decreased 1,345.7 million, or 17.8%, in 2024, compared to 2023. In 2024, MBJA recognized Ps.228.5 million in the cost of improvements to concession assets, a decrease of Ps.23.4 million, or 9.3%, compared to 2023. In 2024, PACKAL recognized Ps.410.3 million in the cost of improvements to concession assets, an increase of Ps.410.3 million compared to 2023.

Operating Costs by Airport

Operating costs for Guadalajara airport decreased by Ps.851.2 million, or 14.3%, from Ps.5,960.0 million in 2023 to Ps.5,108.8 million in 2024. This was primarily due to the decrease in the cost of improvements to concession assets by Ps.1,293.8 million, or 30.3%, from Ps.4,271.9 million in 2023 to Ps.2,978.1 million in 2024. In addition to an increase in the cost of operations of Ps.327.8 million, or 27.3%, from Ps.1,201.0 million in 2023 to Ps.1,528.8 million in 2024. Depreciation and amortization increased by Ps.143.6 million, or 31.2%, in 2024 compared to 2023. Excluding the cost of improvements to concession assets, operating costs increased by Ps.442.60 million, or 26.2%.

Operating costs for Tijuana airport increased by Ps.152.7 million, or 9.0%, from Ps. 1,694.3 million in 2023 to Ps.1,846.9 million in 2024. This was mainly due to an increase in the cost of operations of Ps.156.5 million, or 19.8%, from Ps.789.3 million in 2023 to Ps.945.8 million in 2024. Depreciation and amortization increased by Ps.51.0 million, or 12.1%, in 2024 compared to 2023. This was partially offset by a decrease in the cost of improvements to concession assets by Ps.56.1 million, or 12.4%, from Ps.450.9 million in 2023 to Ps.394.8 million in 2024. Excluding the cost of improvements to concession assets, operating costs increased by Ps.208.8 million, or 16.8%.

Operating costs for Los Cabos airport increased by Ps. 401.9 million, or 24.7%, from Ps.1,625.4 million in 2023 to Ps.2,027.3 million in 2024. This was mainly due to an increase in the cost of improvements to concession assets by Ps.204.1 million, or 54.3%, from Ps.376.2 million in 2023 to Ps.580.3 million in 2024, and an increase in the cost of operations of Ps.166.7 million, or 18.8%, from Ps.885.6 million in 2023 to Ps.1,052.3 million in 2024. Depreciation and amortization increased by Ps.24.7 million, or 8.2%, in 2024 compared to 2023. Excluding the cost of improvements to concession assets, operating costs increased by Ps.197.8 million, or 15.8%.

Operating costs for Puerto Vallarta airport decreased by Ps.86.8 million, or 3.3%, from Ps.2,632.6 million in 2023 to Ps.2,545.8 million in 2024. This was primarily due to a decrease in the cost of improvements to concession assets by Ps.186.0 million, or 10.8%, from Ps.1,715.8

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million in 2023 to Ps.1,529.8 million in 2024. This was partially offset by an increase in the cost of operations of Ps.134.8 million, or 20.8%. Depreciation and amortization increased by Ps.33.4 million, or 17.0%, in 2024 compared to 2023. Excluding the cost of improvements to concession assets, operating costs increased by Ps. 99.2 million, or 10.8%.

Operating costs for Montego Bay airport increased by Ps.170.3 million, or 8.9%, from Ps.1,915.9 million in 2023 to Ps.2,086.2 million in 2024. This was mainly due to an increase in costs of operations by Ps.135.2 million, or 10.9%, from Ps.1,240.9 million in 2023 to Ps.1,376.1 million in 2024. Cost of improvements to concession assets increased by Ps.22.4 million, or 10.9%, from Ps.206.1 million in 2023 to Ps.228.5 million in 2024. Depreciation and amortization expenses increased by Ps.12.9 million, or 2.8%, from Ps.468.0 million in 2023 to Ps.480.9 million in 2024. Excluding the cost of improvements to concession assets, operating costs decreased by Ps.54.0 million, or 6.1%.

Operating costs for Guanajuato airport increased by Ps.172.1 million, or 32.5%, from Ps.529.5 million in 2023 to Ps.701.5 million in 2024. This was primarily due to an increase in the cost of improvements to concession assets by Ps.126.5 million, or 68.4%, from Ps.185.1 million in 2023 to Ps.311.6 million in 2024, and an increase in the cost of operations of Ps.42.2 million, or 16.3%. Depreciation and amortization increased by Ps.1.0 million, or 1.1%, in 2024 compared to 2023. Excluding the cost of improvements to concession assets, operating costs increased by Ps.45.6 million, or 13.2%.

Operating costs for Hermosillo airport increased by Ps.90.5 million, or 28.0%, from Ps.323.1 million in 2023 to Ps.413.6 million in 2024. This was mainly due to an increase in the cost of improvements to the concession of Ps.55.3 million, or 147.2%, from Ps.37.6 million in 2023 to Ps.92.9 million in 2024. This was partially offset by an increase in the cost of operations by Ps.34.3 million, or 18.3%. Depreciation and amortization increased by Ps.1.6 million, or 1.6%, in 2024 compared to 2023. Excluding the cost of improvements to concession assets, operating costs increased by Ps.35.2 million, or 12.3%.

Operating costs for our other seven airports increased by Ps.276.7 million, or 10.6%, from Ps.2,607.5 million in 2023 to Ps.2,884.2 million in 2024. This was primarily due to an increase in the cost of improvements to concession assets of Ps.168.9 million, or 30.8%, from Ps.547.8 million in 2023 to Ps.716.6 million in 2024 and an increase in the cost of operations of Ps.77.9 million, or 4.5%, from Ps.1,735.0 million in 2023 to Ps.1,812.9 million in 2024. Depreciation and amortization increased by Ps.24.8 million, or 7.3%, in 2024 compared to 2023. Excluding the cost of improvements to concession assets, operating costs increased by Ps.35.2 million, or 12.3%.

Income from Operations

Income from operations decreased by Ps.88.1 million, or 0.6%, from Ps.15,138.7 million in 2023 to Ps.15,050.6 million in 2024. This decrease was mainly caused by an increase in the cost of services of Ps.883.2 million, in depreciation and amortization of Ps.515.3 million, technical assistance fees, and concession taxes, which jointly increased Ps.127.8 million. This was partially offset by an increase in total revenues by Ps. 390.2 million, or 1.2%, in 2024. Our operating margin decreased by 174 basis points, from 45.6% in 2023 to 44.8% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, our operating margin decreased by 329 basis points in 2024, from 59.5% in 2023 to 56.2% in 2024).

Historically, our most profitable airports have been our Guadalajara, Los Cabos, and Puerto Vallarta airports, which handle the majority of our international passengers in Mexico. Historically, operating margins at our Tijuana airport have been lower than at our other principal airports because of a combination of (i) a high initial concession value and consequently larger amortization thereof and (ii) lower revenues due to low maximum rates applicable to aeronautical services. However, in 2022, Tijuana airport had the highest percentage increase in passenger traffic (an increase of 38.1% versus the pre-pandemic year of 2019) and was our fourth most profitable airport behind our Guadalajara, Los Cabos, and Vallarta airports (taking into account only the sum of aeronautical and non-aeronautical services revenues). In 2023, Los Cabos was the most profitable airport, followed by Guadalajara and Puerto Vallarta airports (taking into account only the sum of aeronautical and non-aeronautical services revenues). In 2024, Guadalajara was the most profitable airport, followed by Tijuana and Puerto Vallarta airports (taking into account only the sum of aeronautical and non-aeronautical services revenues).

Income from Operations by Airport

Income from operations for Guadalajara airport decreased by Ps.61.0 million, or 1.3%, from Ps.4,619.8 million in 2023 to Ps.4,558.8 million in 2024, mainly due to an increase in operating expenses by Ps.442.6 million. This was partially offset by an increase in aeronautical and non-aeronautical services revenues by Ps.381.7 million. The operating margin increased by 350 basis points, from 43.7% in 2023 to 47.2% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 510 basis points, from 73.3% in 2023 to 68.1% in 2024).

Income from operations for Tijuana airport decreased by Ps. 437.8 million, or 19.1%, from Ps.2,294.6 million in 2023 to Ps.1,856.7 million in 2024, mainly due to a decrease in aeronautical and non-aeronautical services revenues by Ps.229.0 million and an increase in operating expenses of Ps.208.8 million. The operating margin decreased by 740 basis points from 57.5% in 2023 to 50.1% in 2024 (taking into

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account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 870 basis points from 64.9% in 2023 to 56.1% in 2024).

Income from operations for Los Cabos airport decreased by Ps.274.2 million, or 9.6%, from Ps.2,852.0 million in 2023 to Ps.2,577.7 million in 2024, mainly due to a decrease in aeronautical and non-aeronautical services revenues of Ps.76.4 million, and an increase in operating expenses of Ps.197.8 million. The operating margin decreased by 772 basis points from 63.7% in 2023 to 56.0% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 549 basis points, from 69.5% in 2023 to 64.0% in 2024).

Income from operations for Puerto Vallarta airport decreased by Ps.151.8 million, or 7.1%, from Ps.2,137.7 million in 2023 to Ps.1,985.5 million in 2024, mainly due to a decrease in aeronautical and non-aeronautical services revenues of Ps.52.7 million, and an increase in operating expenses of Ps.99.2 million. The operating margin decreased by 100 basis points from 44.8% in 2023 to 43.8% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 383 basis points from 70.0% in 2023 to 66.2% in 2024).

Income from operations for Montego Bay airport decreased by Ps.54.5 million, or 6.1%, from Ps.895.2 million in 2023 to Ps.840.8 million in 2024, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.93.4 million, and in a decrease in operating expenses of Ps.28.0 million. The operating margin decreased by 312 basis points from a margin of 31.8% in 2023 to 28.7% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 321 basis points from a margin of 34.4% in 2023 to 31.2% in 2024).

Income from operations for Guanajuato airport decreased by Ps.43.8 million, or 5.7%, from Ps.761.8 million in 2023 to Ps.718.0 million in 2024, mainly due to an increase in operating expenses of Ps.45.6 million, partially offset by an increase in aeronautical and non-aeronautical services revenues of Ps.1.8 million. The operating margin decreased by 842 basis points from 59.0% in 2023 to 50.6% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 406 basis points from 68.9% in 2023 to 64.8% in 2024).

Income from operations for the Hermosillo airport decreased by Ps.27.3 million, or 8.1%, from Ps.338.0 million in 2023 to Ps.310.7 million in 2024, mainly due to an increase in aeronautical and non-aeronautical services revenues of Ps.55.3 million, partially offset by an increase in operating expenses of Ps.35.2 million. The operating margin decreased by 823 basis points from 51.1% in 2023 to 42.9% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 500 basis points from 54.2% in 2023 to 49.2% in 2024).

Income from operations for our seven other airports decreased by Ps. 57.7 million, or 7.3%, from Ps.785.6 million in 2023 to Ps.727.9 million in 2024, mainly due to a decrease in aeronautical and non-aeronautical services revenues of Ps.50.1 million, and an increase in operating expenses of Ps.107.8 million. The operating margin decreased by 295 basis points from 23.1% in 2023 to 20.2% in 2024 (taking into account only the sum of aeronautical and non-aeronautical services revenues, operating margin decreased by 247 basis points from 27.6% in 2023 to 25.1% in 2024).

Finance Cost - net

Finance cost in 2024 increased by Ps.557.9 million, or 23.5%, from a net expense of Ps.2,377.0 million in 2023 to a net expense of Ps.2,934.9 million in 2024. This increase was mainly due to interest expense increased by Ps.665.1 million, or 19.4%, in 2024 compared to 2023, mainly due to the increase in debt due to the issuance of bond certificates and the contracting of bank loans in 2024, as well as the substantial increase in interest rates, decrease in interest income by Ps.113.7 million, or 8.1%, in 2024 compared to 2023, mainly due to a decreased in the reference interest rates in 2024, and partially offset by a foreign exchange gain of Ps.220.9 million, as foreign exchange rate fluctuations went from an expense of Ps.340.7 million in 2023 to an expense of Ps.119.8 million in 2024, as a result of the peso depreciation by 12.7%, which went from Ps.16.8935 per U.S. dollar on December 31, 2023, to Ps. 20.2683 per U.S. dollar on December 31, 2024. In 2024, we recognized, within other comprehensive income, Ps.2,026.3 million in expense from exchange rate differences on translating foreign operations in accordance with applicable norms.

Income Taxes

Income taxes increased by Ps.168.2 million, or 5.5%, from Ps.3,072.1 million in 2023 to Ps.3,240.3 million in 2024. The Mexican airports’ current tax increased by Ps.247.7 million. MBJA’s current tax decreased by Ps.22.1 million, while DCA’s increased by Ps.66.8 million. PACKAL current tax decreased by Ps.28.0 million. Our benefit from deferred tax increased by Ps.204.0 million, driven mainly by the application of fiscal losses by Ps. 525.7 million and the application of other deferred taxes of Ps. 189.8 million. This effect was offset by the decrease in inflation, which went from 4.7% in 2023 to 4.2% in 2024. Our effective tax rate increased from 24.1% in 2023 to 26.7% in 2024, primarily due to an increase in current tax, above mentioned.

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Total Comprehensive Income for the Year Attributable to Controlling Interest

Total comprehensive income for the year increased by Ps.926.0 million, or 10.7%, from Ps.8,641.2 million in 2023 to Ps.9,567.2 million in 2024. Income from operations decreased by Ps.88.1 million, mainly due to an increase in total operating costs of Ps.478.3 million, and partially offset by an increase in total revenues of Ps.390.2 million. The currency translation effect increased by Ps.2,026.3 million due to the exchange rate differences in translating foreign operations resulting from the peso depreciation in 2024. In addition, the cash flow of hedge reserve increased by Ps.4.6 million. Our net margin decreased from 29.2% in 2023 to 26.4% in 2024 (taking into account only aeronautical and non-aeronautical services revenues, the net margin decreased from 38.1% in 2023 to 33.1% in 2024).

Statement of Financial Position

Our financial position as of December 31, 2024, increased by Ps.14,208.2 million, or 21.1%, compared to December 31, 2023, primarily due to (i) a Ps.7,615.1 million increase in net improvements to concession assets, (ii) a Ps. 3,410.8 million increase in cash and cash equivalents (iii) Other acquired rights of Ps. 2,053.6 million, (iv) Deferred income taxes of Ps. 790.9 million, (v) Airport concessions of Ps. 843.2 million, and (vi) Accounts receivables of Ps. 445.6 million.

Total liabilities as of December 31, 2024, increased by Ps.10,531.1 million, or 22.6%, as compared to December 31, 2023, primarily due to: (i) Long-term bond certificates of Ps. 5,648.1 million, (ii) Bank loans of Ps. 1,774.0 million, (iii) Accounts payable of Ps. 1,262.2 million, (iv) Deferred liabilities of Ps. 720.6 million, and (v) Income taxes of Ps. 582.3 million, among others.

Results of Operations for the Year ended December 31, 2023, Compared to the Year Ended December 31, 2022

For a comparison of the results of operations for the year ended December 31, 2023, as compared to the year ended December 31, 2022, see “Item 5, Operating and Financial Review and Prospects – Results of Operations for the Year ended December 31, 2023, Compared to the Year Ended December 31, 2022” in our Fiscal Year 2023 Form 20-F.

Liquidity and Capital Resources

Historically, the cash flow generated from our operations has generally been used to fund operating costs, and the excess of our cash flow has been added to our accumulated cash and cash equivalents in our consolidated statements of financial position. For information regarding our estimated committed investments and sources of liquidity for those commitments, see “Item 4, Information on the Company – History and Development of the Company – Master Development Programs.”

As of December 31, 2022, 2023, and 2024, we had Ps.12,371.5 million, Ps.10,055.2 million, and Ps.13,466.0 million, respectively, of cash and cash equivalents. We recorded no financial investments held for trading purposes as of December 31, 2022, 2023, and 2024.

During 2025, we have debt securities under the ticker symbol “GAP-15” for Ps.1.5 billion and “GAP-20” for Ps.3.0 billion due in February, which as the date of this report has already been paid, and “GAP-21” for Ps.2.5 billion due in May, a loan with Citibanamex for US$40.0 million due in September 2025, a loan with Santander for Ps.1.5 billion due in November 2025 and a loan with BBVA México for Ps.875.0 million due in July 2025. See “Item 5, Recent Developments –Indebtedness – Indebtedness in Mexico.”

We anticipate that we will be able to meet our financial and operational obligations with our current cash flow from operations and working capital. For information regarding our estimated committed investments and sources of liquidity for those commitments, see “Item 4, Information on the Company – History and Development of the Company – Master Development Programs – Estimated Committed Investments by Mexican Airport (2025-2029).”

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Cash Flows

Cash flows for the year ended December 31, 2024, as compared to cash flows for the year ended December 31, 2023

Cash and cash equivalents increased by Ps.3,410.8 million, or 33.9%, from Ps.10,055.2 million in 2023 to Ps.13,466.0 million in 2024, mainly due to (i) a (net) issuance of Ps.5,020.0 million of long-term debt securities in an aggregate principal amount of Ps. 8,648.1 million; (ii) an increase of Ps.2,739.5 in net cash flows provided by operating activities as a result of the increased of Non-aeronautical services revenues, offset by (i) decrease of Ps.2,307.2 million in net cash used in investment activities and (ii) decrease in the interests paid on financial loans of Ps.515.3 million, a decrease of Ps.814.2 million, or 8.4%, as compared to 2023, in profit for the year, a decrease of Ps.483.8 million, or 951.7%, as compared to 2023, in trade accounts receivable, and a decrease of Ps.1,027.2 million, or 22.8%, in income taxes paid and partially offset by a increase of Ps.515.3 million in interest expense for financing activity in 2024 as compared to 2023. Net cash flows used in investing activities decreased by Ps.2,307.2 million, mainly to execute investments in the airports. This was partially offset by an increase of Ps.230.3 million in net cash flows used in financing activities resulting from an increase in the repayment of bank loans for a total of Ps.3,287.7 million and by Ps.2,398.0 million in repayments of long-term debt securities, partially offset by Ps.515.3 million in interest paid, in bank loans of Ps.1,943.0 million, and Ps.3,248.1 million in issue in long-term debt securities.

Cash and cash equivalents were mainly used for (i) Capital distribution of Ps.7,003.1 million (Ps.3,501.6 million on July 23, 2024 and Ps.3,501.5 million November 26, 2024); (ii) purchases of machinery and equipment, improvements to leased buildings and concession assets and advance payments to suppliers of Ps.7,845.0 million; (iii) Ps.4,177.2 million in payments to interest on financial loans.

Cash flows for the year ended December 31, 2023, as compared to cash flows for the year ended December 31, 2022

For a comparison of the cash flows for the year ended December 31, 2023, as compared to the cash flows for the year ended December 31, 2022, see “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Cash Flows – Cash flows for the year ended December 31, 2023, as compared to cash flows for the year ended December 31, 2022” in our Fiscal Year 2023 Form 20-F.

Indebtedness

Indebtedness in Mexico

On March 17, 2022, we issued Ps.5.0 billion in long-term unsecured debt securities. The issuance was made in two tranches: i) Ps.2.0 billion under the ticker symbol “GAP 22” with a variable rate of TIIE-28 plus 18 basis points, with principal due at maturity on March 11, 2027, with an early payment option, and ii) Ps.3.0 billion under the ticker symbol “GAP22-2” with interest payable every 182 days at a fixed annual rate of 9.67%, with the principal due at maturity on March 4, 2032, with an early payment option. The proceeds of this issuance were allocated to the payment of the bond certificates under the ticker symbol “GAP 17” for Ps.1.5 billion, and the remainder was used for capital investments.

On March 18, 2022, we refinanced our bank debt for USD$191.0 million for two additional years with new maturities in January and March 2026. The refinancing was obtained from the same two bank institutions that originally granted such loans. USD$95.5 million were refinanced with BBVA México, S.A., (BBVA), with interest payable monthly at a fixed annual rate of 2.45%, and USD$95.5 million with Scotiabank Inverlat, S.A., (Scotiabank) with interest payable monthly at a fixed annual rate of 2.64%.

On September 26, 2022, we issued 27.6 million in long-term unsecured debt securities for Ps.2,757.6 million under the ticker symbol “GAP 22L”. Interest will be payable at a variable rate of TIIE-28 plus 26 basis points, and the principal payment will be made upon maturity on September 21, 2026. Proceeds from the issuance were allocated to the payment of the bond certificates under the ticker symbol “GAP 17-2” for Ps.2.3 billion, and the remainder was used for the committed investments in Mexico for 2022.

On November 7, 2022, we entered into a 12-month loan agreement with Scotiabank for Ps.1.5 billion, with a possible extension of 6 months. The loan agreement has an interest rate of TIIE-28 plus 38 basis points. The principal will be paid upon maturity. We entered into this loan agreement for corporate and capital investment purposes in Mexico.

On December 9, 2022, we signed an 18-loan agreement with Banco Nacional de México, S.A. (Citibanamex) for Ps.1.5 billion, with a term of 18 months, an interest rate of TIIE-28 plus 38 basis points, the payment of the principal will be at maturity; resources were allocated for Mexico’s capital investment.

On January 10, 2023, we signed an 18-month loan agreement with Citibanamex for Ps.1.0 billion. The loan agreement has a variable interest rate of TIIE-28 plus 30 basis points, with the principal to be paid upon maturity. The purpose of this loan agreement was to finance capital investments.

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On March 27, 2023, we issued 54.0 million in long-term unsecured debt securities for Ps.5.4 billion. The issuance was made in two tranches: i) Ps.1,120.0 million under the ticker symbol “GAP23-L” with a variable rate of TIIE-28 plus 22 basis points, with principal due at maturity on March 23, 2026, and ii) Ps.4,280.0 million under the ticker symbol “GAP 23-2L” with interest payable every 182 days at a fixed annual rate of 9.65%, with the principal due at maturity on March 18, 2030. The proceeds of this issuance were allocated to the payment of the bond certificates under the ticker symbol “GAP 20-2” issued on June 25, 2020, and maturing on June 22, 2023, for an amount of Ps.602.0 million and the remainder was used for capital investments.

On September 27, 2023, we signed a 12-month loan agreement with Citibanamex for U.S.$40.0 million. The loan agreement has a monthly interest rate of SOFR plus 25 basis points, with the principal to be paid upon maturity, without commissions. The purpose of this loan agreement was to acquire IEM.

On November 7, 2023, we signed a 12-month loan agreement with Banco Santander Mexico, S.A., (“Santander”) for Ps.1.5 billion. The loan agreement has a variable interest rate of TIIE-28 plus 38 basis points, with the principal to be paid upon maturity without commission. The proceeds of this loan were used to pay the bank loan with Scotiabank Inverlat for the same amount.

On March 20, 2024, we issued 3.0 million in long-term unsecured debt securities for Ps.3.0 billion. The issuance was made in two tranches: i) Ps.1,385.0 million under the ticker symbol “GAP24-L” with a variable rate of TIIE-28 plus 25 basis points, with principal due at maturity on March 17, 2027, and ii) Ps.1,615.0 million under the ticker symbol “GAP 24-2L” with interest payable every 182 days at a fixed annual rate of 9.94%, with the principal due at maturity on March 12, 2031.

On June 7, 2024, the loan with Banco Nacional de México, S.A. (“Citibanamex”) was refinanced for Ps.1.5 billion, extending the maturity in 18 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 24 basis points, without commissions, the payment of the principal will be at maturity on December 5, 2025.

On June 20, 2024, we signed a simple credit agreement with BBVA México, S.A., for Ps.875.0 million, maturing in 12 months, bearing interest at a variable rate of 28-day TIIE plus 20 basis points, with payment of principal at maturity on June 19, 2025, with no commissions.

On July 10, 2024, the loan with Citibanamex was refinanced for Ps.1.0 billion, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 18 basis points, without commissions, the payment of the principal will be at maturity on July 10, 2025.

On September 5, 2024, we issued 56.5 million in long-term unsecured debt securities for Ps.5,648.1 million under the ticker symbol “GAP24” with a variable rate of TIIE-28 plus 60 basis points, with principal due at maturity on August 30, 2029.

On September 26, 2024, the loan with Citibanamex was refinanced for USD$40.0 million, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable SOFR rate plus 25 basis points, without commissions, the payment of the principal will be at maturity on September 21, 2025.

On October 18, 2024, the loan with Banco Santander México, S.A. (Santander) was refinanced for Ps.1,500,000, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 38 basis points, without commission, the payment of the principal will be at maturity on October 17, 2025.

As of December 31, 2024, we were not party to any off-balance sheet arrangements and complied with all covenants stipulated in our debt instruments.

Indebtedness in Jamaica

MBJA previously entered into unsecured loans with its shareholder, Vantage, for U.S.$10.9 million in June 2007 and U.S.$0.5 million in February 2009. The loans bear annual interest, payable semi-annually, at 14.0% and 8.0%, respectively, without a fixed maturity and are subject to prepayment restrictions. As of December 31, 2024, the outstanding balance under these facilities amounted to U.S.$11.4 million (Ps.232.0 million).

On December 28, 2017, we entered into a seven-year unsecured loan agreement with The Bank of Nova Scotia Jamaica Limited and The Bank of Nova Scotia for U.S.$40.0 million, with a monthly interest rate of SOFR plus 285 basis points. Payments will be made on a semi-annual basis after 24 months. As of December 31, 2024, the balance outstanding under these facilities amounted to U.S.$4.0 million (Ps.81.1 million).

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On September 3, 2020, MBJA signed Amended and Restated loan agreements with The Bank of Nova Scotia Jamaica Limited and The Bank of Nova Scotia for up to U.S.$60.0 million available for disbursement up to 24 months from closing. The loan has a 5-year maturity with a 2-year optional extension for up to U.S.$58.0 million, with a monthly interest rate of SOFR plus 310 basis points and a principal payment of 10% due on the fifty-fourth month and the remaining 90% due at maturity. The disbursement fee was 50 basis points due at closing, and a commitment fee of 55 basis points is payable quarterly on any drawn balance. The first drawdown of U.S.$30.0 million was made on September 4, 2020. The second drawdown of U.S.$30.0 million was made on September 3, 2023. The loan proceeds were used to finance MBJA’s Capital Development Program, and for general corporate purposes. As of December 31, 2024, the balance outstanding under this facility amounted to U.S.$60.0 million (Ps.1,216.1 million).

As of December 31, 2024, we were not party to any off-balance sheet arrangements and complied with all covenants stipulated in our debt instruments.

Capital Expenditures

For the years ended December 31, 2022, 2023, and 2024, we had total capital expenditures of Ps.8,431.1 million, Ps.10,444.3 million, and Ps.7,845.0 million, respectively. During 2022, 2023, and 2024, 2.5%, 26.2%, and 28.9% of our capital expenditures were financed by cash flows from operations, while the remaining balance was funded through bank loans and long-term debt securities issued on the Mexican capital markets. We currently intend to fund the investments and working capital required by our business strategy through cash flows from operations and debt securities issued on the Mexican debt markets.

Capital Expenditures in Mexico

Under the terms of our Mexican concessions, each of our Mexican subsidiary concession holders is required to present a Master Development Program for approval by the SICT every five years. Each Master Development Program includes investment commitments (including capital expenditures and improvements) applicable to us as the concession holder for the succeeding five-year period. Once approved by the SICT, these commitments become binding obligations under the terms of our Mexican concessions. In December 2019, the SICT approved our Master Development Programs for each of our Mexican airports for the 2020 to 2024 period. This five-year program was in effect from January 1, 2020, until December 31, 2024. On August 27, 2024, the SICT approved our Master Development Programs for each of our Mexican airports for the 2025-2029 period. This five-year program took effect on January 1, 2025, and will remain in effect through December 31, 2029.

Due to the COVID-19 pandemic, we delayed certain non-mandatory capital investments and during the month of August 2020, we filed a proposal for an Extraordinary Review Process of our Master Development Program with the SICT in response to the impact of the COVID-19 pandemic on our operations. The adjustments to our Master Development Program approved as a result of this Extraordinary Review Process and announced on November 30, 2020, resulted in the postponement of investments by approximately 20 months. As such, certain investments that were scheduled to conclude in 2024 will now conclude in 2026.

The table below sets forth our historical capital expenditures in Mexico. Capital expenditures are calculated on a cash flow basis, meaning that capital expenditures are equal to those investments actually paid for by each airport during a given year and do not include investments for which the airport made allocations but did not pay during the given year. The investments shown in the table below, therefore, reflect expenditures actually paid for by our airports for the years indicated. In order to be compared with our committed investments for a given year, the investments made in the previous year but paid for in the given year need to be subtracted, while the investments allocated but not paid for in the given year need to be added. For 2022, 2023, and 2024, the total of our investments allocated but unpaid were Ps. 853.5 million, Ps.901.5 million, and Ps.1,193.6 million, respectively.

Capital Expenditures in Mexico

Year ended December 31,		Total Capital Expenditures
		(thousands of pesos) (1)
2022		Ps.		8,094,099
2023				10,042,531
2024				7,393,175

(1)Expressed in nominal pesos.

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In 2022, we spent Ps.8,094.1 million on capital expenditures in Mexico, primarily for the rehabilitation and expansion of the terminal building and the expansion of the general apron at Los Cabos airport, the construction of a new runway and taxing, roads, hangar area, mixed-use building and parking lots at Guadalajara airport and the rehabilitation of taxiway at Puerto Vallarta airport.

In 2023, we spent Ps.10,042.5 million on capital expenditures in Mexico, primarily for the building of a new runway and taxing, roads, hangar area, mixed-use building, parking lots and land purchasing at Guadalajara airport, the rehabilitation of taxiway and building the new terminal at Puerto Vallarta airport, the rehabilitation and expansion of the terminal building and the expansion of the general apron at Los Cabos airport, and the second phase of processing building at the Tijuana airport.

In 2024, we spent Ps.7,393.2 million on capital expenditures in Mexico, primarily the building of a new runway, roads, hangar area, mixed-use building, parking lots, and land purchasing at Guadalajara airport for the expansion of the terminal building at Los Cabos airport, for the expansion of the Processor Terminal Building at the Tijuana airport, for the rehabilitation of taxiway at Puerto Vallarta airport, for the rehabilitation of the runway and fire fighter building at the Guanajuato airport and the for the replacement of machinery and equipment at our airports in Mexico.

Every five years, MBJA is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges and investment commitments (including capital expenditures for capital projects and required improvements at the Montego Bay airport under MBJA’s Concession Agreement). Upon the JCAA’s approval of the new maximum regulated charges, these commitments become binding obligations under the terms of MBJA’s concession. The maximum regulated charges are determined by the JCAA based on traffic projections, operating costs and capital investments included in the new Capital Development Program. Under the terms of MBJA’s Concession Agreement with the AAJ, these committed capital investments must be met over a five-year period and not on an annual basis. On September 11, 2019, the JCAA approved new maximum regulated charges for the Montego Bay airport that assume capital investments (including scheduled maintenance) for the period from January 1, 2020, through December 31, 2024, estimated to cost approximately U.S.$111.7 million. The new maximum rates for the five-year period from 2020-2024 went into effect on January 1, 2020. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted MBJA a deferral on its committed investments for 2020 so that these investments can begin in January 2022. In 2021, MBJA requested a further deferral to execute the Capital Development Program until we reach an agreement with the AAJ for the rebalancing petition filed in December 2020. This process was concluded on July 26, 2024.

Capital Expenditures in Jamaica

Year ended December 31,		Total Capital Expenditures
		(million of dollar) (1)
2022		U.S.	6.5
2023			24.3
2024			54.3

(1)Expressed in nominal dollars.

In 2022, MBJA made investments of U.S.$5.5 million in capital expenditures primarily for the rehabilitation of the terminal building, the installation and adaptation of solar panels, and the acquisition of machinery and equipment. In 2023, MBJA made investments of U.S.$18.6 million in capital expenditures primarily for the capital expenditures were allocated to the expansion and renovation of the terminal building, the modernization of equipment, such as the replacement of the airports' IT system, Jet Bridges, HVAC, and air handling units, X-ray machines, fire detection, and intrusion detection systems, among others, as well as the installation of an additional 2MW solar photovoltaic power plant. In 2024, MBJA made investments of U.S.$20.7 million in capital expenditures primarily for continued execution of master plan works to include immigration and security expansion, major landside developments works, east concourse expansion, expansion of the check-in hall, gates 1-7 rehabilitation, among other projects.

On November 6, 2019, the JCAA approved maximum regulated charges for the Kingston airport that assume capital investments (including scheduled maintenance) from April 1, 2020, through December 31, 2024, estimated to cost approximately U.S.$101.4 million. For NMIA, maximum rates for the five-year period from 2020-2024 went into effect as of April 1, 2020. In December 2020, as a result of the COVID-19 pandemic and its economic impact, the AAJ granted PACKAL a deferral on its committed investments for 2020 so that these investments could begin in June 2021, but in response to a petition by PACKAL, the deferral by the AAJ was extended.

In 2022, PACKAL made investments of U.S.$1.0 million in capital expenditures, primarily for the acquisition of equipment and the installation and adaptation of solar panels. In 2023, PACKAL made investments of U.S.$5.7 million in capital expenditures, primarily for the

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total rehabilitation of all restrooms across the airport. This project is expected to be completed in 2025. PACKAL also procured a passenger loading bridge to replace one of the nine bridges, and the other eight bridges were refurbished. In 2024, PACKAL made investments of U.S.$33.6 million in capital expenditures, primarily for the Runway End Safety Area project, expected to be completed in 2027; the Runway Overlay project, successfully concluded in 2024; the partial replacement of BHS and X-Ray machines; the second phase of the rehabilitation of all airport restrooms; the replacement of chillers; the initiation of phase 2 of the solar farm, expected to be completed in 2025; and the wastewater treatment plant, expected to be completed in 2026.

Share Repurchase

We periodically repurchase our shares on the open market using funds authorized by our shareholders specifically for the repurchase of our shares at our discretion and in accordance with our policies.

On April 25, 2024, in the Annual Shareholders’ Meeting, the shareholders approved the proposal of cancellation of the remaining of the repurchase fund reserve, approved in the Ordinary General Shareholders’ Meeting held on April 13, 2023, for an amount of Ps.2,500 million, as well as, approval a maximum amount of resources allocated for the repurchase of the Company’s own shares of Ps.2,500 million during the 12 months after April 25, 2024, in accordance with Article 56 of the Mexican Securities Market Law.

On April 13, 2023, in the Annual Shareholders’ Meeting, the shareholders approved the proposal of cancellation of the remaining of the repurchase fund reserve, approved in the Ordinary General Shareholders’ Meeting held on April 22, 2022, for an amount of Ps.499.5 million, as well as, approval a maximum amount of resources allocated for the repurchase of the Company’s own shares of Ps.2,500 million during the 12 months after April 13, 2023, in accordance with Article 56 of the Mexican Securities Market Law.

On April 13, 2023, the General Extraordinary Shareholders’ Meeting approved the cancellation of 7,024,113 stock shares of the Company that were in treasury.

At the General Ordinary Shareholder’s Meeting held on April 22, 2022, the Shareholders approved the cancellation of the remnant of the repurchase fund for Ps.2,031.8 million, approved in the Ordinary General Shareholders’ Meeting held on April 27, 2021 and September 14, 2021 and a maximum amount of resources allocated was approved for the repurchase of the company’s own shares of Ps.2,000 million during the 12 months following its approval, if the Company’s management determines it convenient or necessary. The share repurchase program can be exercised during the 12-month period following the April 22, 2022 meeting.

At the Extraordinary General Shareholder’s Meeting held on April 22, 2022, the Shareholders approved (i) the increase in the Company’s Equity, through the capitalization of the account called “Restatement effect,” as stated in the unconsolidated Financial Statements of the Company as of December 31, 2021, for Ps.8,027.2 million, and (ii) the cancellation of 13,273,970 shares previously acquired through share repurchase programs and held in treasury as of December 31, 2021.

As of December 31, 2024, we do not hold any shares in our treasury.

Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2024:

		Payments due by period
		Total					Less than 1 year (4)					1-3 years					3-5 years						More than 5 years
		(in millions of pesos)
Contractual Obligations:
Master Development Programs (1)(5)		Ps.		43,184.3			Ps.		10,946.0			Ps.		16,148.9			Ps.		16,089.4			Ps.	N/A
Capital Development Program (7)				6,376.0					2,310.0					3,384.0					390.0					292.0
Purchase Obligations (2)				—					—					—				N/A					N/A
Debt				47,989.9					6,982.9					17,633.7					14,246.1					9,127.1
Interest from Debt (6)				9,841.9					3,060.3					3,565.6					1,931.2					1,284.8
Operating Lease Obligations (3)				40.0					16.4					23.6				N/A					N/A
Total		Ps.		107,432.1			Ps.		23,315.6			Ps.		40,755.8			Ps.		32,656.7			Ps.		10,703.9

(1)Peso figures are expressed in constant pesos as of December 31, 2022.

(2)Reflects a minimum fixed annual payment of U.S.$4.0 million required to be paid under our technical assistance agreement. The agreement was automatically renewed for another five-year period on August 25, 2019. For the peso calculation, we assume an average exchange rate of Ps.18.10 per U.S.$1.00 and an annual U.S. inflation rate of 3.0%. The amount ultimately to be paid in any year will depend on our profitability.

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(3)Includes leasing of buildings.

(4)Amount for less than one year corresponds to obligations for 2024.

(5)Reflects the new Master Development Program commitments for the subsequent five-year period (2025-2029) as adjusted on August 27, 2024.

(6)For the interest calculations, we determined the interest payments using an average fixed interest rate of 8.21% and an average variable rate of 9.38% for the loans contracted. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”

(7)Reflects the new Capital Development Program commitments for the subsequent five-year period (2025-2030) by our Jamaican airports.

Item 6. Directors, Senior Management and Employees

Directors

The board of directors is responsible for managing our business. According to our bylaws, our board of directors must consist of eleven members, with at least 25% being independent, as established by the Mexican Securities Market Law. The independence of directors is determined by shareholders at each Annual General Ordinary Shareholders’ Meeting, based on our bylaws and relevant Mexican laws. However, the National Banking and Securities Commission may object to such designation of independence. Currently, our board of directors comprises eleven members.

Under our bylaws, holders of Series BB shares have the right to choose four members of the board of directors, along with their alternates. The remaining directors are elected by our Series B shareholders, who do not elect alternates. Each shareholder or group of shareholders owning 10% of our capital stock in Series B shares is entitled to choose one board of directors member. However, our bylaws prohibit any Series B shareholders, on their own or with related parties, from appointing more than one board member, even if they own more than 10% of our outstanding capital stock. Any shares exceeding the 10% maximum do not carry voting rights under our bylaws. The other directors elected by our Series B shareholders are chosen by a majority vote of all Series B shareholders present at the shareholders’ meeting, except those who have already participated in any 10% board member designation. Independent directors are selected using an executive search firm to find individuals with appropriate profiles. Directors are elected for one-year terms at the ordinary shareholders’ meeting.

The table below shows the composition of our current board of directors, including their title, date of appointment, age, and alternates, if applicable. However, this composition could change at the Ordinary Shareholders’ Meeting to be held on April 24, 2025. In the past, some shareholders have challenged the composition of our board of directors. For more information, see “Item 8, Financial Information – Legal Proceedings – Litigation related to Grupo México, S.A.B. de C.V. seeking to void certain resolutions adopted at our corporate shareholders’ meetings.”

Name		Title		Director since		Age		Alternate
Laura Diez-Barroso Azcárraga (1)		Chairwoman and Director		April 21, 2015		74		Mónica Sánchez Navarro Rivera Torres (5)
Emilio Rotondo Inclán (1)		Director		April 27, 2021		47		María de los Reyes Escrig Teigeiro
Juan Gallardo Thurlow (1)		Director		April 26, 2016		77		Alejandro Cortina Gallardo
Claudia Laviada Diez-Barroso (1) (4)		Director		April 13, 2023		50		Carlos Manuel Porrón Suárez
Carlos Cárdenas Guzmán (2)		Director		September 22, 2011		74		—
Joaquín Vargas Guajardo (2)		Director		April 16, 2012		71		—
Juan Diez-Canedo Ruíz (2)		Director		April 23, 2014		74		—
Ángel Losada Moreno (2)		Director		April 23, 2014		70		—
Luis Téllez Kuenzler (2)		Director		April 25, 2018		66		—
Alejandra Palacios Prieto (2)		Director		April 22, 2022		49		—
Alejandra Yazmín Soto Ayech (3)		Director		May 23, 2023		40		—

(1)Elected by AMP as holder of Series BB shares, which represents 15% of our capital stock. For information regarding equity ownership of directors Laura Diez-Barroso Azcárraga and Juan Gallardo Thurlow in our capital stock, see “Item 7. Major Shareholders and Related Party Transactions – Major Shareholders.”

(2)Independent directors elected to comply with the Securities Market Law (Ley del Mercado de Valores).

(3)Non-independent.

(4)The director Claudia Laviada Diez-Barroso owns individually and indirectly 15,689,584 Series B shares, representing 3.1% of the outstanding shares.

(5)The director Mónica Sánchez Navarro Rivera Torres owns individually and indirectly less than 1.0% of the outstanding shares.

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Laura Diez-Barroso Azcárraga. Mrs. Diez-Barroso has been chairwoman of our board of directors since 2015 and chairwoman of Fundación GAP since its establishment in 2013. She is also currently chairwoman of the board of directors of Grupo Financiero Santander México. Mrs. Diez-Barroso started her career in publishing in 1979 as editor of the teen magazine TU. In 1988, she founded Editorial Eres, which later merged with Editorial Televisa in 1995. This merger resulted in the appointment of Mrs. Diez-Barroso as chairwoman of the board and CEO until 2000. Mrs. Diez-Barroso served as a board member of Royal Caribbean Cruises for 14 years and Grupo Financiero Inbursa as a board member for 15 years. Additionally, she is a board member of Consejo Mexicano de Negocios, Telmex, Medica Sur, Centro Roberto Garza Sada, part of UDEM University, Escuelas SER and Club de Industriales. Mrs. Diez-Barroso was also a part of the trustee Fideicomiso del Bosque de Chapultepec and the Museo San Ildefonso, where she served as chairwoman for ten years. Currently, she invests in public and private entities through LCA Capital, a family office she co-founded.

Emilio Rotondo Inclán. Mr. Rotondo has been a member of our board of directors since 2021. Mr. Rotondo is the Managing Director of Aena International and a member of the Management Committee. He is responsible for AENA International, the company holds international participations in Brazil, United Kingdom, Mexico, and Colombia, and he is also responsible for the Group Corporate Development and M&A strategy. Mr. Rotondo is a member of the board of SACSA, and Aerocali (Colombia), and he is a permanent guest to ANB and BOAB Board of Directors (Brazil). Previously, Mr. Rotondo was the Finance Director of Aena Group. Before joining Aena, Mr. Rotondo was the Finance and Operations Director for Spain and Portugal in the Adveo Group. Mr. Rotondo has 20 years of experience in finance in the infrastructure sector, both in corporates (Ferrovial, ONO, and Aena) and banking institutions (Credit Agricole, Fortis Bank). He holds a Bachelor’s Degree in Business Administration and Management from CUNEF and has completed the Advanced Corporate Finance Program at IE Business School and the Executive Program (PADE) of IESE.

Juan Gallardo Thurlow. Mr. Gallardo was elected to the board of directors on April 26, 2016. Mr. Gallardo currently holds the position of chairman of the board of directors of Organización CULTIBA, the holding company for GEPP and Grupo Azucarero México. Mr. Gallardo also serves as the chairman of the board of Grupo Azucarero México, the largest sugar mill group in Mexico, and Grupo GEPP, the exclusive bottling company of PepsiCo in Mexico and AMP. Additionally, he is a member of the International Advisory Board of Grupo Financiero Santander and serves as member of the international advisory council of Rabobank. Mr. Gallardo is a member of Consejo Mexicano de Negocios, A.C., and a member of the Consejo Empresarial de América Latina. He was the coordinator of COECE, a particular ad-hoc alliance of all Mexican private-sector organizations formed to promote increased trade between Mexico, the United States, Canada, and the rest of the world, particularly in the context of NAFTA and the Free Trade Agreement with the European Union. Mr. Gallardo has a Bachelor’s Degree in law from the Escuela Libre de Derecho in Mexico City. He also completed the AD-II Top Management Course at IPADE in Mexico City.

Claudia Laviada Diez-Barroso. Mrs. Laviada was elected to the board of directors on April 13, 2023. Mrs. Laviada plays a significant role in various organizations, including the Whitney Museum of American Art, where she serves as a board member. Currently, Mrs. Laviada holds the position of Chief Operating Officer at LCA Capital, a family office specializing in real estate and infrastructure assets, overseeing strategic investments, particularly in real estate. Mrs. Laviada holds an MBA from Columbia Business School, a Master’s in International Affairs from Columbia University, and studied International Relations at Instituto Tecnológico Autónomo de México (ITAM).

Joaquín Vargas Guajardo. Mr. Vargas was elected as an independent director to the board of directors of the Company on April 16, 2012. For 30 years, he served as Chairman of the Board of Directors for Grupo MVS and CMR, S.A.B. de C.V. He has held positions as Chairman of the Board of the National Chamber of the Radio and Television Industry (2000-2001), President of the Mexican Restaurant Association (1985-1987), and President of the Association of Restaurant Chain Directors (1989). Currently, he is a member of the Board of Directors of the following publicly traded companies: Vitro Internacional, Grupo Financiero Santander México, Grupo Aeroportuario del Pacífico, Médica Sur, and Organización CULTIBA. He is also a member of the Board of El Universal, among others. He chairs the Audit Committees of Banco Santander and Vitro Internacional, as well as the Corporate Practices Committee. He serves as President of Éntrale, an initiative promoting the labor inclusion of people with disabilities. Additionally, he is a member of the Advisory Board of McKinsey México. He has a Bachelor of Business Administration from the Instituto Tecnológico y de Estudios Superiores de Monterrey, with advanced management studies completed at IPADE.

Juan Diez-Canedo Ruíz. Mr. Diez-Canedo Ruíz received a bachelor’s degree in economics from the Instituto Tecnológico Autónomo de Mexico (ITAM) and a Ph.D. in economics from the Massachusetts Institute of Technology (MIT). He held various positions at Banco de México, eventually becoming head of macro-financial programming and economic research until 1988. In 1980, he won the Banamex National Economics Award. From 1989 to 1992, he was Deputy CEO of Banco Internacional (currently HSBC). From 1992 to 1994, he was General Director of the banking area of Grupo Financiero Probursa; from 1995 to 1996, he was Executive Vice-president of Grupo Maseca (GRUMA); and from 1995 to 1999 he was Executive Vice-president of Grupo Financiero Banorte. From November 1999 to February 2001, he was CEO of CINTRA, the holding company of Aeroméxico and Mexicana de Aviación. Currently, Mr. Diez-Canedo Ruíz serves as President of Financiera Local, S.A. de C.V. and President of Fomento y Desarrollo Comercial, S.A. de C.V. He has been a professor at several institutions, including ITAM and El Colegio de México, and has published articles in specialized academic magazines in Mexico and the United States. He has also served as member of the board of directors of companies such as Telmex, Alcatel, Banorte, Grupo Maseca, Grupo Gimsa, Deportes Martí, Fondo de Cultura Económica, and others. Additionally, he is member of the board of TDA (Titulización de Activos, Madrid España).

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Ángel Losada Moreno. Mr. Losada was elected as an independent director to the Company’s board of directors on April 23, 2014. He currently serves as the executive president and chairman of the board directors of Grupo Gigante, S.A.B. de C.V. In addition, Mr. Losada is involved with several organizations: he is a member of the Federico Gómez Children’s Hospital, Laboratorios Novag, and Río Arronte Fundación, and he serves as the President of Fundación Ver Bien. With an impressive track record in leadership, Mr. Losada has previously held significant roles, including chairman of the board of the Mexican National Association of Retailers (Asociación Nacional de Tiendas de Autoservicio y Departamentales, A.C., or ANTAD), director and member of the board of the Food Marketing Institute in the United States, and member of the board of the National Chamber of Commerce in Mexico City. He was also a member of the board of directors of Banco Nacional de México, S.A. (Citi Banamex Group). Mr. Losada holds a bachelor’s degree in Business Administration from Universidad Anáhuac.

Luis Téllez Kuenzler. Mr. Téllez was elected as an independent director on the Company’s board of directors on April 25, 2018. He is a prominent Mexican economist and politician, with significant leadership roles in the private sector. He served in the administrations of two Mexican presidents, holding the positions of Chief of Staff and Secretary of Energy under President Ernesto Zedillo, and Secretary of Communications and Transportation under President Felipe Calderón. In 2009, he was appointed Chairman of the Board and CEO of the Bolsa Mexicana de Valores Group. Most recent, until August 2023, he was the head of Mexico for KKR. He is currently an operating partner at Butterfly Equity, based in Los Angeles. Additionally, he serves as Chairman of ERM for Mexico, the largest pure-play ESG company in the world, and as a special advisor to NTT-Data and other firms. Mr. Téllez is also the co-chair of the Mexican Woodrow Wilson Institute in Washington, D.C.

Alejandra Palacios Prieto. Mrs. Alejandra Palacio was elected as an independent director on the Company’s board of directors on April 22, 2022. She also serves as an independent director at BBVA Mexico and Grupo Alfa, and works as external counsel at the international law firm Cuatrecasas. Additionally, Mrs. Palacios is a board member of the Pacific Council on International Policy and the Business School at Tecnológico de Monterrey. From 2013 to 2021, Mrs. Palacios was the first female chair of Mexico’s antitrust agency, where she guided the agency through groundbreaking cases, enhancing its global reputation as a leading competition authority. Mrs. Palacios expanded her international influence by serving as Vice President of the International Competition Network and as a member of the OECD’s Competition Committee Board. Previously, Mrs. Palacios was the Deputy Director of Economic Regulation at the Instituto Mexicano para la Competitividad, a well-regarded center for applied research, and a lecturer in the Economics Department at the Instituto Tecnológico Autónomo de México (ITAM). Mrs. Palacios holds a Bachelor’s Degree in Economics from ITAM as well as a LL.M. from the University of California, Berkeley. She also earned an MBA from ITAM and a MPP from the Centro de Investigación y Docencia Económicas (CIDE). Mrs. Palacios is a member of the Trilateral Commission and the Mexican chapter of the International Women’s Forum (IWF).

Alejandra Yazmín Soto Ayech. Mrs. Alejandra Soto was appointed as the Investor Relations and Social Responsibility Officer in March 2023. She has been with the Company for 17 years and previously served as Deputy Director of Finance and Investor Relations. Her responsibilities include leading the teams and commitments of the GAP Foundation, managing everything related to investors in the debt and capital markets, and public relations. She was elected as a non-independent member of the Company’s board of directors on April 17, 2023. Mrs. Soto also serves as President of the Issuers’ Board of BIVA. Mrs. Soto holds a Bachelor’s Degree in Accounting from the Universidad Panamericana, a Master’s Degree in Comptrollership specializing in Taxes, Corporate Finance, and Business Administration from the same university. She also has the Airport Management Professional Accreditation (AMPAP) granted by ACI and ICAO and a Diploma in Sustainability from the Institutional Stock Market Exchange (BIVA).

Family Relationships

Mrs. Laura Diez-Barroso Azcárraga is the mother of Mrs. Claudia Laviada Diez-Barroso. They both serve on our Board, with Mrs. Diez-Barroso Azcárraga as Chairwoman and Mrs. Laviada Diez-Barroso as a director.

Mrs. Claudia Laviada Diez-Barroso is married to Mr. Carlos Alberto Rohm Campos. She serves as a director on our Board, while Mr. Rohm serves as a proprietary member of both our Operating Committee and Sustainability Committee.

Executive Officers

According to our bylaws, the directors designated by the holders of Series BB shares have the authority to appoint and remove our top-level executive officers.

The following table lists our top-level executive officers, their current positions, and their dates of appointment as executive officers:

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Name		Current position		Executive officer since		Age
Raúl Revuelta Musalem		Chief Executive Officer		April 26, 2018		48
Saúl Villarreal García		Chief Financial Officer		February 25, 2015		54
Sergio Enrique Flores Ochoa		General Counsel		February 8, 2002		72
Juan Francisco Martínez Mira		Director of Sustainability, Quality, Innovation, and IT		August 1, 2018		59
Alejandra Yazmín Soto Ayech		Investor Relations and Social Responsibility Officer		March 6, 2023		40
Susana Romero Mojica		Chief Commercial Officer		March 6, 2023		38
Mar Simon Carrasco		Director of Business Development		July 25, 2023		43

Raúl Revuelta Musalem. Mr. Revuelta has been in his position since April 2018. With over 19 years of experience in the infrastructure sector, he is an expert in the airport industry. From 2006 to 2015, he held different positions at GAP, including aeronautical revenue manager, Commercial Director and the CFO positions. During his career, he also served as the General Director of Cross Border Xpress (CBX) and Deputy Director of Finance of the Ministry of Infrastructure, Communications, and Transportation (SICT). In his six years as Deputy Director of the SICT, Mr. Revuelta participated in various privatization processes, gaining extensive experience with federal concessions. At the beginning of 2024, he was appointed Vice-president of the Airports Council International for the Latin-American and Caribbean (ACI-LAC) for 2024-2025. Mr. Revuelta has a Bachelor’s Degree in Economics from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM).

Saúl Villarreal García. Mr. Villarreal was appointed as the CFO of our Company on February 25, 2015. He has been overseeing the administrative affairs of GAP since 2003 and has extensive experience and knowledge in financial management aspects of our business. Mr. Villarreal actively participated in the process of the Company’s initial public offering in 2006 and has been involved since 2015 in the issuance of debt securities in the local market. Mr. Villarreal studied public accounting at the University of Guadalajara and holds a MBA from the same university. In addition, he has a Master’s Degree in Finance with a specialization in international accounting from the Universidad Panamericana. Mr. Villarreal has been recognized as one of Mexico’s top CFOs by Forbes Magazine in 2016, 2022, and 2024, as well as by other leading financial institutions.

Sergio Enrique Flores Ochoa. Mr. Flores was appointed as our General Counsel in February 2002. Prior to this, he served as the legal matters manager for the ASA and was an Assistant District Attorney in Mexico City. Mr. Flores also held the position of head of the legal department at INFONAVIT and was the legal manager for NAFIN. He obtained his Bachelor’s and Master’s Degrees in Law from the Universidad Nacional Autónoma de México (UNAM).

Juan Francisco Martínez Mira. In August 2018, Mr. Martínez was appointed as our Director of Sustainability, Quality, Innovation, and IT. With over 30 years of experience in the aeronautical industry, he previously worked for AENA in various capacities at different airports. He joined GAP in June 2007 and has served in several roles, including Operational Systems Manager, IT Subdirector, and Director of the Guadalajara International Airport. Mr. Martínez is a systems engineer and holds degrees in music, publicity, and public relations, a Master’s Degree in Pedagogy and airport and aeronautics management and direction, and postgraduate diplomas in innovation, strategic planning, and airports. He completed his studies at Conservatorio Superior de Música de Murcia, Universidad de Murcia, and Universidad Complutense de Madrid. Mr. Martínez has a Master’s Degree in Social Responsibility and Sustainability.

Alejandra Yazmín Soto Ayech. Mrs. Alejandra Soto was appointed as the Investor Relations and Social Responsibility Officer in March 2023. She has been with the Company for 17 years and previously served as Deputy Director of Finance and Investor Relations. Her responsibilities include leading the teams and commitments of the GAP Foundation, managing everything related to investors in the debt and capital markets, and public relations. She was elected as a non-independent member of the Company’s board of directors on April 17, 2023. Mrs. Soto also serves as President of the Issuers’ Board of BIVA. Mrs. Soto holds a Bachelor’s Degree in Accounting from the Universidad Panamericana, a Master’s Degree in Comptrollership specializing in Taxes, Corporate Finance, and Business Administration from the same university. She also has the Airport Management Professional Accreditation (AMPAP) granted by ACI and ICAO and a Diploma in Sustainability from the Institutional Stock Market Exchange (BIVA).

Susana Romero Mojica. In March 2023, Mrs. Romero was appointed as the Chief Commercial Officer of the Company. She has over ten years of experience in the commercial area and has traced her career within the Company. Prior to her promotion, she worked as the Deputy Commercial Director. Mrs. Romero holds a Bachelor’s Degree in Financial Management from the Instituto Tecnológico y de Estudios Superiores de Occidente and a Master’s Degree in Strategic Marketing from the Universidad Panamericana.

Mar Simón Carrasco. In July 2023, Mrs. Simón was appointed as Director of Business Development of the Company. She is an airport and air transport senior expert with almost 20 years of experience in managing multidisciplinary teams and coordinating projects across multiple countries. She specializes in strategy, business models, mergers and acquisitions, and financial structuring. Mrs. Simon holds a

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Bachelor’s Degree in Aeronautical Engineering from the Universidad Politécnica de Madrid and a Master’s Degree in Airports and Air Navigation from the same university and is certified in Project Finance by the Instituto de Empresa in Madrid.

The business address of our directors and executive officers is our principal executive headquarters.

Compensation of Directors and Executives

Under the technical assistance agreement with AMP, the four directors and four alternates elected by AMP do not receive compensation from us for serving on our board of directors.

For 2024, the aggregate compensation paid to our directors designated by our Series B shareholders was around Ps.11.8 million. We have not established any pension, retirement, or similar benefits or arrangements for these individuals. These directors received during 2024 base annual compensation of approximately U.S.$72,865 for their service on our five board of directors’ meetings. Additionally, for their services to our corporate governance committees, certain directors receive supplemental compensation: the president of our Audit Committee received an additional U.S.$15,294; the members of our Audit Committee received U.S.$8,742 each; the member of our Acquisition Committee received U.S.$17,484 and the member of our Compensation Committee received U.S.$2.914 and the member of our Sustainability Committee received U.S.$5,828.

In 2024, the annual fixed compensation paid to the nine executives was Ps.61.7 million, corresponding to short-term benefits.

In addition, we paid Ps.53.5 million as annual variable compensation, which was determined based on: (i) the individual performance of each executive according to specific KPIs, accounting for around 60.0% of the total evaluation; (ii) the Company’s financial results at the operational level compared with the annual budget, accounting for 30.0% of the total evaluation; and (iii) an evaluation of the individual performance of each executive by the Operating Committee (the board of directors evaluates the CEO), accounting for 10.0% of the total evaluation. The annual variable compensation is determined based on 40.0% or 100.0% of the annual base salary, depending on each executive’s duties. The average achievement level for 2024 was 100%.

To retain and develop our key management positions, in addition to the fixed and variable compensation, we have implemented, since 2022, a Long-Term Incentive Plan (LTI) for our executives, deputy directors, and airport directors. The LTI is based on four factors: (i) operating financial results compared to projected results from 2021 to 2024, which represents 40.0% of the total evaluation; (ii) net profit results from 2021 to 2024, which represents 20.0% of the total evaluation; (iii) passenger perceived quality index from 2021 to 2024, which represents 20.0% of the total evaluation; and iv) sustainability goals according to the 30 key goals for 2030 ESG’s strategy to be achieved annually from 2021 to 2024, which represents 20.0% of the total evaluation.

The evaluation of the LTI will be done annually, and the rights will be recognized proportionally at the achieving level. Once the total amount is approved in favor of each executive, that amount is translated into shares, considering the average of the Company’s share price for the last 45 days of the previous year. Then, the employee will have the economic rights of those shares until they are vested. However, it doesn’t represent an actual share granting. The LTI comprises 15 to 28 months of salary for the four-year period, depending on each executive’s responsibilities.

The shares could be vested a year after they are granted, with a maximum amount of 33.33% per year. The provision for the executives in 2022, 2023, and 2024 were Ps.20.4 million, Ps.22.8 million, and Ps.30.4 million, respectively.

None of our directors, alternate directors or executive officers is the beneficial owner of more than 1% of any class of our capital stock, except as described in “Item 6, Directors, Senior Management and Employees” and in “Item 4. Information on the Company – History and Development of the Company - Investment by AMP.” None of our directors, or executive officers is entitled to benefits upon termination under their service contracts with us, except for what is due to them according to the Mexican Federal Labor Law. Additionally, we have not established any pension, retirement, or similar benefits or arrangements for the executives during 2024.

Board Committees

Our Company’s bylaws have established five committees to help the board of directors manage our business: the Operating Committee, the Audit and Corporate Practices Committee, the Acquisitions Committee, the Nominations and Compensation Committee, and the Sustainability Committee. Of these committees, only the Audit Committee is required legally by our bylaws to fulfill the duties provided for in the Securities Market Law for Mexican corporate practices committees. The other committees have been established solely to assist the board of directors. The board of directors has the authority to create additional committees as needed.

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Operating Committee

Per our bylaws, the Operating Committee will have six members and three alternates. The committee proposes and approves various plans and policies related to our business, investments, and administration. Some of the key responsibilities include approval of the Master Development Programs of our subsidiary concession holders, making decisions about our dividend policy, and approving investments of less than U.S.$3.0 million not included in our annual budget. According to our bylaws, the board of directors has the authority to appoint the six members of the Operating Committee. Board members elected by the holders of Series BB shares have the right to appoint three of the committee members. As of the date of this report, the members of the Operating Committee are Raúl Revuelta Musalem, CEO, who chairs the committee; Carlos Alberto Rohm Campos, and Juan Gallardo Thurlow. Carlos Manuel Porrón Suárez, Santiago Riveroll Mendoza, and Alejandro Cortina Gallardo serve as alternates for Raúl Revuelta Musalem, Carlos Alberto Rohm Campos, and Juan Gallardo Thurlow, respectively. A secretary who is not a committee member has also been appointed.

Audit and Corporate Practices Committee

The Audit and Corporate Practices Committee is responsible for several important tasks. It must have at least three members, with the majority being board of directors members. Some of the committee’s duties include (i) ensuring that the Company’s directors, officers, and employees (as well as those of its subsidiaries) comply with the bylaws (estatutos sociales) and applicable laws, (ii) selecting and supervising the work of independent auditors and (iii) receiving and investigating internal complaints or other information related to the Company’s internal control systems. The committee is also responsible for reviewing the Company’s corporate governance and all related-party transactions, including those with AMP, per the requirements of our bylaws and the Mexican Market Law. Members of the board of directors elected by the holders of Series BB shares can propose appointing 20% of the committee’s total members, but at least one member must meet the applicable independence requirements. The president of this committee is elected at the annual shareholders’ meeting. The composition of the Audit and Corporate Practices Committee must comply with all applicable laws and regulations, including independence requirements, in every jurisdiction in which the Company’s securities are listed or quoted. As of the date of this report, the committee consists of the following directors: Carlos Cárdenas Guzmán serves as president, and Ángel Losada Moreno, and Joaquín Vargas Guajardo serve as members.

Acquisitions Committee

The Acquisitions Committee is responsible for ensuring compliance with our procurement policies as stated in our bylaws. These policies require the Acquisitions Committee to approve any transaction or series of related transactions exceeding U.S.$600,000 between us and a third party. Additionally, any contract between us and AMP or any of its related parties needs to be awarded via a bidding process. If a proposed transaction involves us and AMP or any related party, at least three contractors must be invited to bid on the transaction, and if a third-party contractor’s bid is equal to or less than AMP’s bid, the transaction is awarded to the third-party contractor.

According to our bylaws, a shareholders’ meeting will determine the number of members of the Acquisitions Committee. The committee must be primarily composed of members of the board of directors. The members of the board of directors elected by the holders of Series BB shares can nominate members to the committee representing 20% of its total members or at least one member. As of the date of this report, the Acquisitions Committee consists of proprietary members Emilio Rotondo Inclán and Juan Diez-Canedo Ruíz. Alejandro Cortina Gallardo served as an alternate member to Emilio Rotondo Inclán and Luis Téllez Kuenzler serving as an alternate member to Juan Diez-Canedo Ruíz. A secretary who is not a member of the committee has also been appointed.

Nominations and Compensation Committee

The Nominations and Compensation Committee is responsible for nominating candidates to our board of directors and making recommendations regarding the compensation of our directors and officers. The committee also plays a role in corporate governance. Our bylaws state that the number of members of the committee will be determined at a shareholders’ meeting. The holders of Series B and Series BB shares are each entitled to name one committee member, with the remaining members designated by the two members selected by the Series B and Series BB shareholders. If these two members cannot reach an agreement, the remaining members will be designated by the majority of the votes at the shareholders’ meeting. Holders of the Series BB Shares will be entitled to appoint at least one member or 20% of the members. Members of the committee serve for a term of one year. At each annual shareholders’ meeting, the Nominations and Compensation Committee presents a list of candidates for election as directors, which Series B shareholders vote on. As of the date of this report, the members of the Nominations and Compensation Committee are Juan Gallardo Thurlow and Luis Téllez Kuenzler, with Laura Diez-Barroso Azcárraga serving as an alternate member to Juan Gallardo Thurlow. A secretary who is not a member of the committee has also been appointed.

Sustainability Committee

The Sustainability Committee is responsible for identifying legal, social, labor, and environmental ESG risks that may affect the organization and defining strategies to mitigate such risks. Follow up on the strategic sustainability goals and objectives and ensure the delivery

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of information, data, and evidence of the results obtained from the actions established in the strategy for preparing an Annual Strategy Performance Report to the Board of Directors. According to our bylaws, the Sustainability Committee is integrated as follows: the Chairman of the Committee and his respective alternate appointed by the Series "BB" shareholders, the CEO of the Company, and an Independent Member appointed by the Board of Directors. As of the date of this report, the members of the Sustainability Committee are Carlos Alberto Rohm Campos, Alejandra Palacios Prieto, Raúl Revuelta Musalem, and Alejandro Cortina Gallardo, serving as an alternate member to Carlos Alberto Rohm Campos. A secretary who is not a committee member has also been appointed.

Employees

Employees in Mexico

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 year indicated:

Employees in Mexico

		December 31,
		2022				2023				2024
By category of activity:
Airport operations		579				776				793
Airport maintenance		265				302				309
Administration (1)		1081					1,159				1,219
Fundación GAP		112				162				209
Cargo and bonded warehouse facilities			—				—			745
By geographic location:
Guadalajara		802				990					1,823
Tijuana		212				267				295
Los Cabos		243				317				321
Puerto Vallarta		201				213				216
Guanajuato		106				112				114
Hermosillo		87				101				98
Mexicali		76				81				79
La Paz		71				71				76
Aguascalientes		79				79				83
Morelia		70				73				72
Los Mochis		52				54				55
Manzanillo		38				41				43
Total (1)			2,037				2,399				3,275

(1)Total at December 31, 2022, 2023, and 2024, includes 270, 308, and 315 employees, respectively, of SIAP, our administrative services subsidiary located in Guadalajara.

In April 2021, the Mexican Labor Law underwent a labor reform that revised the outsourcing provisions. The 2021 Labor Reform limited subcontracting and modified profit-sharing rules. In response to the reform, the Company restructured its operating subsidiaries that provided specialized services. We submit information regarding these specialized services to the Labor and Social Security Departments every four months.

As of December 31, 2024, 66.5% of our employees were not represented by a union, while 33.5% were unionized. The unionized employees belong to local chapters of the Mexican National Union of Airport Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), which was established in 1998. This union encompasses employees of ASA, and three other airport groups that operate in Mexico: the Southeast Group, the Mexico City Group, and the Central-North Group that operate in Mexico. Our labor relations with employees are regulated by a collective bargaining agreement that covers all twelve airport subsidiaries. The local union chapter negotiates this agreement. In Mexico, it is customary to renegotiate wages annually, with other terms and conditions of employment discussed every two years. In 2022, we successfully renegotiated our collective bargaining agreements, securing a favorable and productive work environment for our employees for 2023 and 2024. We maintain good relations with our employees and offer competitive wages from other airport operating companies in Mexico.

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During 2024, we agreed to an 8.5% salary increase and transitioned to a unique salary tabulator in 2024. In Mexico, non-union workers received a general salary increase of 4.9%.

We offer a savings plan to all of our employees in Mexico, allowing them to make bi-weekly contributions of up to 13% of their pre-tax salaries. We match each employee’s contribution with our own bi-weekly contribution. Employees can withdraw funds from their accounts on an annual basis. In 2022, 2023, and 2024, we made a total contribution of Ps.44.2 million, Ps.49.6 million, and Ps.55.7 million, respectively, to our employees’ savings plan accounts. The funds in the savings plan can be used for employees loans and are invested in securities listed on the Mexican Stock Exchange or in Treasury bills issued by the Mexican Treasury Department.

In July 2023, we registered a pension plan with the tax authorities for our non-unionized employees. The pension plan includes a defined contribution and defined benefit scheme by the payments of employees only.

Employees in Jamaica

Montego Bay Airport Employees

The following table sets forth the number of employees and a breakdown of employees by main category of activity as of the end of each year indicated:

Employees at Montego Bay Airport

		December 31,
		2022				2023				2024
By category of activity:
Airport operations			82				87				93
Airport maintenance (1)			52				50				48
Administration			25				27				25
Total			159				164				166

(1)Total at December 31, 2024, includes 29 employees representing contractors in maintenance assigned to work on landscaping, runway maintenance, drainage and general labor tasks.

As of December 31, 2024, MBJA employed 50.9% non-unionized employees, while the remaining 49.1% were unionized. The two local trade unions representing the unionized employees are the Trade Union Congress (TUC) and the Union of Technical, Administrative, and Supervisory Personnel (UTASP).

MBJA executed a collective bargaining agreement with the UTASP on December 13, 2023, covering the period from April 1, 2023, to March 31, 2025. The UTASP bargaining unit represents permanent supervisory and administrative employees. As of de date of this report, we haven’t received a formal petition to begin negotiations.

On December 10, 2021, MBJA executed a collective bargaining agreement with TUC, which covers the period from March 1, 2021, to February 28, 2023. The TUC bargaining unit is expected to submit a new wage and fringe benefits claim for the period from March 1, 2023, to February 28, 2025. As of now, no such claim has been received. 53 employees from MBJA’s maintenance, engineering, and emergency response service teams are members of the TUC.

Additionally, MBJA executed another collective bargaining agreement with UTASP from April 1, 2021, to March 31, 2023. UTASP is expected to submit a new bargaining unit wage and fringe benefits claim for the period from April 1, 2023, to March 31, 2025. 34 employees from MBJA’s supervisory and administrative personnel across different departments are members of the UTASP.

MBJA and the TUC have agreed to conduct a job reclassification and evaluation of all positions within the bargaining unit. This process is expected to conclude by the end of the second quarter 2025. MBJA awaits the TUC Bargaining Unit submission of a new wage and fringe benefits claim from March 1, 2023, to February 28, 2025. As of now, no such claim has been received. 52 employees from MBJA’s Maintenance, Engineering, and Emergency Response Service teams are members of the TUC.

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MBJA maintains a positive relationship with both unions and offers salaries and benefits that are comparable to similar enterprises in Jamaica.

Kingston Airport Employees

The following table sets forth the number of employees and a breakdown of employees by main category of activity as of the end of each year indicated:

Employees at Kingston Airport

	December 31,
	2022		2023		2024
By category of activity:
Airport operations	81		84		87
Airport maintenance	23		25		28
Administration	14		16		16
Total	118		125		131

As of December 31, 2024, there were 19 members of staff who were unionized (members of the TUC) and the remainder of the staff and management were non-unionized.

PACKAL has formally recognized two trade unions which were previously acknowledged by NMIA Airports Limited, namely, the TUC and the UTASP. The TUC has bargaining rights for the Airport Rescue and Firefighting Service and Maintenance workers, and UTASP has bargaining rights for Supervisory, Technical, and Clerical workers. Thirteen people are members of the Trades Union Congress (TUC), and the Union of Technical Administrative and Supervisory Personnel (UTASP) has six members. The rest of the staff and the management are non-unionized. TUC submitted a compensation claim on its members’ behalf in April 2022. The company has been in negotiations with them since that time on the claim items. To date, no agreement has been reached on the points of the claim. PACKAL continues to maintain positive relations with the staff and their representatives through the timely sharing of information and consultations as appropriate. PACKAL is committed to maintaining positive relations with its staff and their representatives by providing timely information and engaging in appropriate consultations.

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Item 7. Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Prior to our initial public offering in 2006, the Mexican government-owned 476,850,000 Series B shares, representing 85% of our issued capital stock. After the offering, the Mexican government ceased to be a shareholder.

The following table sets forth the current ownership of 505,277,464 outstanding shares as of April 16, 2025, to the extent of our knowledge:

			Number of Shares								Percentage of Outstanding Capital Stock
Identity of shareholder			B Shares				BB Shares				B Shares				BB Shares
AMP (1)				21,628,281				75,791,619				4.3	%			15.0	%
Public				407,857,564				—				80.7	%			0.0	%

________________

(1) For information regarding AMP’s current shareholders, see “AMP shareholders below.”

The following are AMP’s current shareholders:

•CMA owns 66.67% of AMP. CMA is a private company 50% owned by Pal Aeropuertos, S.A. de C.V. (“PAL”) and 50% owned by Promotora Aeronáutica del Pacífico, S.A. de C.V. (“PAP”). PAL is a Mexican special-purpose vehicle owned 50% by a trustee controlled by Eduardo Sánchez Navarro Redo and certain members of his immediate family and 50% by Juan Gallardo Thurlow. PAP is a Mexican special-purpose vehicle owned by Laura Diez-Barroso Azcárraga and her spouse, Carlos Laviada Ocejo. Through their equity ownership of PAP and/or their direct ownership of GAP’s shares, Mrs. Laura Diez-Barroso Azcárraga may be deemed indirect, shared beneficial owner of 14,803,784 Series B shares (2.5% of B shares) as well as 12,631,937 Series BB shares (16.7% of BB shares), while Mr. Carlos Laviada Ocejo may be deemed indirect, shared beneficial owner of 3,604,713 Series B shares (0.7% of B shares) as well as 12,631,937 Series BB shares (16.7% of BB shares). Through their equity ownership of PAL and/or their direct ownership of GAP’s shares Mr. Juan Gallardo Thurlow may be deemed beneficial owner of 3,723,713 Series B shares (0.9% of B shares) as well as 12,631,937 Series BB shares (16.7% of BB shares), while Mr. Eduardo Sánchez Navarro Redo and certain members of his immediate family as beneficiaries under a trust may be deemed indirect, shared beneficial owners of 3,604,713 Series B shares (0.7% of B shares) as well as 12,631,937 Series BB shares (16.7% of BB shares).

•Aena Desarrollo Internacional, S.A. (“Aena Internacional”) owns the remaining 33.33% of AMP. Aena Internacional is a wholly owned subsidiary of Aena, S.A. (“Aena”), which is the parent company of the Spanish economic group “Grupo AENA.” Aena is a listed company with 51% of its shares currently held by E.P.E. Enaire, a Spanish government corporation. The remaining 49% is currently traded on the Madrid stock exchange.

AMP holds all of our Series BB shares. Special rights and restrictions attached to our Series BB shares are described under “Item 4, Information on the Company – History and Development of the Company” and “Item 10, Additional Information – Corporate Governance – Voting Rights and Shareholders’ Meetings.”

As of March 31, 2025, approximately 14.4% of our Series B shares were held in the form of ADSs, and 74% of the holders of our ADSs (104 holders, including The Depository Trust Company) had registered addresses in the United States.

AMP Trust, Bylaws and Shareholders’ Agreement

The rules governing the sale of our Series BB shares to AMP required that AMP place all of its Series BB shares in trust. This arrangement was established to ensure AMP fulfills its obligations under the technical assistance agreement and to uphold its commitment to maintain its interest in us for a specified period. As a result, AMP has placed its shares in trust with Bancomext. This trust stipulates that AMP may direct Bancomext regarding the voting of the shares held in trust, which represent up to 10% of our capital stock. The remaining 5% must be voted in accordance with the majority of all shares cast at the relevant shareholders’ meeting. The terms of the trust will be extended for an additional fifteen years if, at the end of the initial fifteen-year term, AMP holds shares representing more than 10% of our capital stock. AMP may terminate the trust before the second fifteen-year term begins if (i) AMP holds less than 10% of our capital stock at the end of the initial

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term, and (ii) the technical services agreement has been terminated. AMP is required to deposit in the trust any additional shares of our capital stock that it acquires.

On November 19, 2014, CMA purchased 792,800,000 shares from DCA, representing 33.33% of the capital stock of AMP. As a result of the transaction, CMA became the owner of 66.66% of the capital stock of AMP. AMP’s shareholders (CMA and AENA) have entered into a shareholders’ agreement that provides that AENA will have the right to appoint our director of technical operations, meanwhile, (i) the appointment of AMP’s representatives to our board of directors and board committees shall be made on a rotating basis, and (ii) any right of AMP regarding the appointment of our chief executive officer, chief financial officer, director of investor relations, general counsel, director of human resources, director of commercial activities, the secretary of our board of directors and most other matters relating to AMP’s participation in us, must be made, in principle, pursuant to the unanimous consent of AMP’s shareholders. When unanimous consent is not obtained, other mechanisms exist to avoid the resulting deadlocks. However, such deadlocks might still occur, which may affect our operations. See “Item 3, Key Information – Risk Factors – Risks Related to our Strategic Shareholder – Disputes among AMP’s shareholders may affect our shareholders’ meetings or management.”

RELATED PARTY TRANSACTIONS

Arrangements with AMP and its Affiliates

The rules governing the sale of the Series BB shares required AMP, us, and SICT to enter into a participation agreement. This agreement established the framework for both the technical assistance agreement and the trust agreement with Banco Nacional de Comercio Exterior, S.N.C., or Bancomext.

Since our concessions were granted, AMP and its shareholders have agreed to provide us with management and consulting services, as well as technical assistance and industry expertise related to airport operations. This collaboration has assisted us in developing and improving our airports and the services they offer. Under the technical assistance and participation agreements, we have received a variety of services from AMP, including advice on airport operations and security, guidance on commercial project development, identification of new investment opportunities, and assessments of various international projects. Notably, this includes evaluations related to the acquisition of Sangster International Airport and Norman Manley International Airport in Jamaica. AMP’s active participation in our operations, as mandated by these agreements, provides us with a competitive advantage that has become an essential part of our operations and results in growth, as illustrated by our financial information. See “Item 5, Operating and Financial Review and Prospects – Overview.”

The agreement has an initial term of fifteen years and automatically renews for successive five-year terms, unless one party notifies the other of termination at least 60 days before the scheduled expiration date. The most recent automatic renewal was in 2024, extending the agreement for an additional five years, per Clause 5.2.

Any decision to renew or terminate the technical assistance agreement requires approval from at least 51% of Series B shareholders, excluding AMP or any related parties (to the extent that AMP or such related parties hold Series B shares). The agreement will remain in effect only as long as AMP holds at least 7.65% of our capital stock. If this agreement were to lapse, it could result in management changes and significant negative impacts on our operations due to a lack of technical assistance.

The technical assistance fee is set at the greater of U.S.$4.0 million (subject to annual adjustments for inflation based on the U.S. CPI) or 5% of our annual consolidated income from operations (calculated before deducting the technical assistance fee and depreciation and amortization in accordance with MFRS). We believe that this structure incentivizes AMP to work towards increasing our annual consolidated earnings.

Additionally, the technical assistance agreement permits AMP, its shareholders, and their affiliates to provide us with additional services only if our Acquisitions Committee determines that these related parties have submitted the most favorable bid in a competitive process that includes at least three unrelated parties. This process is described in “Item 6, Directors, Senior Management and Employees – Board Committees.”

In 2022, 2023, and 2024, we did not incur any expenses with AMP. According to the technical assistance agreement, the fees paid to AMP and its affiliates were approximately Ps.756.6 million (U.S.$37.6 million), Ps.851.6 million (U.S.$50.2 million), and Ps.845.2 million (U.S.$46.2 million) for 2022, 2023, and 2024, respectively.

Tijuana cross-border walkway

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The Tijuana airport has a commercial agreement with OTV to operate, maintain, and use a cross-border walkway (referred to as the “CBX”). Each party is responsible for the section of walkway corresponding to its side of the U.S.-Mexico border. The CBX is designated to facilitate the flow of passengers in both directions across the border, provided they present a valid boarding pass. This contract has been in effect since April 8, 2013, and will expire when the Tijuana airport concession ends. According to the agreement, OTV is required to pay the Tijuana airport a fixed fee (termed “access rights”) for each passenger using the CBX. This fee compensates for reducing non-aeronautical services revenues from parking, taxi, bus, retail, car rental, and currency exchange services until December 2017. Since December 2017, OTV is no longer obligated to make additional payments for access rights. The CBX began operations on December 9, 2015. During the years ended December 31, 2022, 2023, and 2024, the CBX was used by approximately 4.1 million, 4.3 million, and 4.0 million, passengers, respectively.

OTV is a private company incorporated in the United States and is wholly owned by Otay-Tj Holdings, L.L.C. The holding company has two shareholders: 25% is owned by a U.S. company, and a Mexican company owns 75%. Additionally, the shareholders of the Mexican company possess 66.67% of AMP, our strategic shareholder. Therefore, this agreement is classified as an operation between related parties. OTV has obtained the necessary presidential permit from the U.S. government to provide border-crossing services and is responsible for all obligations with the U.S. government related to this permit. Moreover, OTV owns the property along the U.S. border that was acquired before the presidential permit was obtained, on which the CBX terminal was later constructed. For these reasons, this business opportunity could only be pursued by OTV.

The agreement with OTV was negotiated at arm’s length, reported to our Audit and Corporate Practices Committee, and approved by a majority of our independent directors during a board meeting held on February 26, 2013. Our Series BB directors, appointed by AMP, abstained from the vote.

Accounts receivable with other related parties

As of December 31, 2022, 2023, and 2024, the following balances receivable with other related parties that are in the consolidated statement of financial position, are integrated as follows (in thousands of pesos):

		2022					2023					2024
Accounts receivable:
Especialistas en Alta Cocina, S.A. de C.V. (Independent director)		Ps.		2			Ps.		24			Ps.		24
Fly by Wings, S.A. de C.V. (Independent director)		Ps.		—			Ps.		—			Ps.		591
Las Nuevas Delicias Gastronómicas, S. de R.L. de C.V.    (Independent director)		Ps.		—			Ps.		—			Ps.		1,926
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)		Ps.		35					76			Ps.		—
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)		Ps.		—			Ps.		2,265			Ps.		1,041
Otayconnect, S. de R. L. de C.V. (Shareholder)		Ps.		—			Ps.		—					569
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)		Ps.		—			Ps.		—			Ps.		45
Beer Factory México, S.A. de C.V. (Independent Director)		Ps.		—			Ps.		—			Ps.		588

Other operations with other related parties

During the years ended December 31, 2022, 2023, and 2024, the following operations were carried out with other related parties that are included in the consolidated statement of profit or loss and other comprehensive income, are as follows (in thousands of pesos):

		2022					2023					2024
Commercial revenues:
Otayconnect, S. de R. L. de C.V. (Shareholder)		Ps.		1,631			Ps.		1,681			Ps.		2,463
Las Nuevas Delicias Gastronómicas, S. de R. L. de C.V.    (Independent director)		Ps.		10,985			Ps.		8,645			Ps.		26,506
Fly by Wings, S.A. de C.V. (Independent director)		Ps.		38,259			Ps.		40,325			Ps.		27,428
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)		Ps.		35			Ps.		19			Ps.		30
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)		Ps.	—				Ps.		5,486			Ps.		32,853
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)		Ps.	—				Ps.		—			Ps.		2,362
Beer Factory México, S.A. de C.V. (Independent Director)		Ps.	—				Ps.	—				Ps.		2,970

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		2022					2023					2024
Technical advisory:
Ingeniería y Economía del Transporte, S.A. (Shareholder)		Ps.		—			Ps.		14,620			Ps.		6,254

Item 8. Financial Information

See “Item 18, Financial Statements” and our consolidated financial statements beginning on page F-1. Since the date of the financial statements, no significant change has occurred.

LEGAL PROCEEDINGS

General

We are periodically involved in certain legal proceedings that are incidental to the normal conduct of our business, none of which is expected to have a material or adverse effect on our business. In addition to those legal proceedings in the ordinary course of our business, in recent years, we have also been subject, directly and indirectly, to litigation proceedings that are summarized below.

Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports

A portion of the lands that constitute some of our airports was expropriated by the Mexican government under its power of eminent domain. Before this expropriation, some of these lands were held by groups of individuals through a system of communal ownership known as an ejido. Certain participants of these former ejidos’ participants have filed indemnity claims against the Mexican government, challenging the expropriation decrees.

Tijuana

In the case of our Tijuana airport, our airport subsidiary has been joined as an interested third party in the proceedings challenging the expropriation decree from 1970. In 2008, the ejido received an unfavorable ruling, which they subsequently appealed. This appeal resulted in a favorable judgment from the agrarian court, calling for the restitution of 320 hectares of land. On October 20, 2016, we filed an amparo against this decision. On November 26, 2020, the amparo was resolved in our favor. The ruling nullified the previous agrarian court’s decision regarding land restitution and determined that the conditions for restitution outlined in Article 98 of the Agrarian Law (Ley Agraria) were not met.

Additionally, some former participants of the ejidos are currently occupying portions of the property on which we operate Tijuana International Airport. Although these occupied areas are not at present essential to the airport’s operations, and these former ejidos’ participants are not currently interfering with the operations, their presence may restrict our ability to expand the airport into those occupied areas. They could also seek to disrupt the airport operations if their legal claims against the Mexican government are not resolved to their satisfaction.

Guadalajara

In the case of Guadalajara International Airport, two ejidos initiated proceedings before an agrarian court (Tribunal Superior Agrario) in 2009, seeking to nullify the expropriation decree of 1975 against the SICT. The case was subsequently transferred to the federal justice system. In November 2010, the district court ruled in favor of the ejidos, ordering the return of all expropriated property to them, thereby voiding the specific concession granted for the expropriated land. Guadalajara airport joined the proceedings as an interested third party and subsequently appealed this decision. On July 10, 2012, the appellate court reversed and remanded the earlier decision. On July 31, 2014, the district court issued a new judgment favoring one of the ejidos, El Zapote. Both Guadalajara airport and the federal authorities appealed again. On April 14, 2016, an appellate court issued a definitive ruling stating that while the ejidos’ rights to contest the appraised value of their land had been violated, the land itself could not be returned to them. Furthermore, the court upheld the validity of our concession. The decision is now in the enforcement phase. On January 13, 2017, the Department of Agrarian, Territorial and Urban Development (Secretaría de Desarrollo Agrario, Territorial y Urbano (SEDATU)) issued an appraisal for a portion of the land where the Guadalajara airport is located, based on the 1975 expropriation decree. This appraisal was challenged by the ejido and accepted by the court. In response, the district judge initiated proceeding through financial compensation on August 10, 2018. On December 6, 2022, a substitute compliance judicial agreement was signed, which not only ensures the operation of the airport but also permits its expansion. This agreement was executed on December 9, 2022, with a payment of Ps.82.6 million and received the consent of the aeronautical authority. Although this judicial agreement resolves the claims from the ejido, the Company cannot guarantee assurance that new lawsuits will not be filed against it in the future.

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Puerto Vallarta

In October 2013, Puerto Vallarta International Airport received notification regarding lawsuits related to the ejido Valle de Banderas. These lawsuits claimed the invalidity of the Mexican government’s expropriation of the land on which the airport is situated. Participants from the ejido initiated four legal proceedings against us, our Puerto Vallarta airport, and various federal authorities, seeking restitution or compensation for 154 hectares of land that comprise the airport. The claimants aim to invalidate the expropriation decree issued on October 9, 1957, and in two of the proceedings, they are also seeking restitution of the land that they argue was not included in the expropriation decrees issued on October 9, 1957, August 20, 1990, November 24, 1993, and April 24, 1997. Additionally, these lawsuits seek to void the concession granted to the airport. We challenged these lawsuits on the grounds of lack of jurisdiction, as the claims were filed in the courts of the State of Nayarit, while Puerto Vallarta airport is located in the State of Jalisco. The superior agrarian court agreed with our appeal and transferred the case to Guadalajara.

The terms of our concession require the Mexican government to provide us with restitution for any loss of our use of the land covered by our Mexican concessions. Although we cannot guarantee the outcome, we believe that the Mexican government would be held liable for any operational disruptions caused by the proceedings involving the ejidos. If we were to lose our appeals, the government would likely need to restore our rights to use the public property assigned to us under the concessions.

Property tax claims by certain municipalities

We are currently facing ongoing property tax claims asserted against us by various municipalities concerning the payment of property taxes for the properties on which we operate our airports. We believe that the liabilities related to any claims or proceedings against us are unlikely to have, either individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations, should a court determine that these property taxes must be paid in any future proceedings.

Tijuana

The most significant case pertains to Tijuana airport. On November 26, 2014, the Tijuana municipal authority issued a demand for payment of Ps.234.8 million in property taxes for the period from 2000 to 2014. We challenged this demand on December 19, 2014. Regarding the municipal authority’s request for us to post a collateral bond guaranteeing the full amount demanded, the court ruled in our favor and suspended the requirement, noting that we had already guaranteed part of the amount in previous proceedings. On October 6, 2020, the lower court ruled against us, promoting us to seek judicial review. On June 28, 2022, in a plenary session, the court affirmed the decision against our Company. In response, the airport filed a new appeal with a higher court on August 24, 2022, which is still pending resolution. On March 25, 2020, the Tijuana municipal authority issued a requirement for payment of Ps.23.5 million in property taxes for the year 2015. Subsequently, on March 11, 2021, another requirement for the year 2016 was issued. We challenged both of these demands in a timely manner, and they are currently pending resolution. In March 2023, the Tijuana municipal authority issued a requirement for payment of Ps.31.2 million in property taxes for the year 2018. The nullity lawsuit regarding this requirement was accepted on April 26, 2023. On March 22, 2024, the Federal Court ruled in favor of the Company in this lawsuit, which means the court must now issue a new resolution that is adequately supported and justified. On March 27, 2024, the municipal authority issued yet another requirement for payment of Ps.31.5 million in property taxes for the year 2019. We intend to challenge again this new requirement for the same reasons that resulted in the favorable outcome of the federal lawsuit for the airport.

DIVIDENDS

The declaration, amount, and payment of dividends are determined by a majority vote of our shareholders present at a meeting. This is generally based on the recommendation of the board of directors, which is authorized by Article 18 of our bylaws to set our dividend policies. As long as the Series BB shares represent at least 7.65% of our capital stock, the declaration and payment of dividends will require the approval of a majority of the Series BB shareholders.

According to Mexican law, at least 5% of a company’s net profit each year (after profit sharing and other required deductions) must be allocated to a legal reserve fund until it reaches an amount equal to at least 20% of the company’s capital stock (without adjusting for inflation). As of December 31, 2024, our legal reserve fund stood at Ps.920.2 million (historical value), excluding reserve amounts corresponding to 2024’s net profit.

Mexican companies may pay dividends only from earnings (including retained earnings after all losses have been absorbed or paid up) and only after making the required allocation to the legal reserve fund. Each company is required to fund the reserve fund on a stand-alone basis, rather than on a consolidated basis. The amount of earnings available for dividend payments is determined under MFRS. Our subsidiaries, which report financial information under MFRS, must allocate earnings to their respective legal reserve funds before paying dividends to Grupo Aeroportuario del Pacífico, S.A.B. de C.V. We are also required to allocate earnings to our legal reserve fund before distributing any dividends to our shareholders.

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As a result of the 2014 Fiscal Reform, dividends paid to Mexican individuals or foreign residents concerning our Series B shares and ADSs are subject to a 10% withholding tax. This definition of dividends includes, among others: (i) interest paid on preferred shares; (ii) loans to shareholders and partners, unless the loan is established for less than one year, incurred in the business operations and meeting certain requirements; (iii) non-deductible payments benefiting shareholders; (iv) amounts not recognized due to omissions of income or unrealized purchases; and (v) transfer pricing adjustments to income or expenses from assessments by tax authorities for related party transactions. The 10% withholding tax also applies to distributions from a branch to its home office. A transitory provision limits the dividend withholding tax to earnings generated in 2014 and subsequent years. Therefore, distributions from previously taxed earnings (CUFIN) as of 2013 are tax-free. Taxpayers must maintain a separate CUFIN account for earnings, and the withholding tax would be levied on shareholders under the Mexican Income Tax Law, allowing for treaty benefits.

Dividends paid from a company’s distributable earnings that have not been subject to corporate income tax will incur a corporate-level dividend tax (retained against cumulative net profit and payable by us) calculated on a gross-up basis by applying a factor of 1.4286 for 2013 and subsequent years. Starting in 2013, the corporate tax rate stands at 30%. This corporate-level dividend income tax on earnings distribution may be credited against Mexican corporate income tax for the fiscal year in which the dividend is paid or for the two subsequent years.

Distributions to shareholders that are not classified as dividends (such as capital reductions and share amortization), will also be subject to taxation in Mexico, including withholding taxes. The applicable tax rates and methods for assessing and paying taxes on non-dividend distributions will vary according to the nature of those distributions.

Under our dividend policy, our annual dividend consists of two components. The first component is a fixed amount, which was Ps.450 million in 2005 (for the dividend paid in 2006) and is intended to increase gradually each year. The dividend policy also includes any cash and cash equivalents we hold (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) over our “minimum cash balance.” For our policy, the “minimum cash balance” is the amount of cash and cash equivalents that our board of directors determines is necessary to cover expected minimum expenses and investments for the fiscal year during which the dividend payment is made and the subsequent fiscal year. Dividends are expected to be paid in cash and in one or more installments, as determined at the relevant ordinary shareholders’ meeting.

We paid a total of Ps.7,313.7 million, Ps.7,498.3 million, and Ps.7,003.1 million in dividends for 2022, 2023, and 2024, respectively.

The declaration, amount, and payment of dividends under the policy described above are subject to the following conditions: (i) compliance with applicable laws regarding dividend declaration and payment for any given year, including the establishment of the statutory legal reserve fund, and (ii) ensuring that the payment of any dividend does not adversely affect our business plan for the current or subsequent fiscal years. We cannot guarantee that we will continue to pay dividends or that future dividends will be comparable to those distributed in the past. Our ability to pay dividends may also be restricted if we fail to make timely interest payments under our credit agreements. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.” Our dividend policy may also be amended at any time by our shareholders.

As of December 31, 2024, we had approximately Ps.16.9 billion in accumulated distributable earnings that had already been subject to corporate income tax. These earnings could be declared at the relevant shareholders’ meeting and paid to shareholders free of corporate-level dividend tax. However, a 10% withholding tax may apply to Mexican individuals or foreign residents.

We pay dividends in pesos. For Series B shares represented by ADSs, the cash dividends are paid to the depositary and, following the terms of the Deposit Agreement, converted into U.S. dollars at the prevailing exchange rate, minus any conversion expenses from the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends received by ADS holders.

Item 9. The Offer and Listing

TRADING MARKETS

Our Company Series B common shares without par value are publicly traded in Mexico on the Mexican Stock Exchange under “GAP B.” However, a new competitor, the Bolsa Institucional de Valores, or the “Institutional Stock Exchange,” launched operations on July 25, 2018. Since then, all shares traded on the Mexican Stock Exchange, including our Series B common shares, are now traded on the Institutional Stock Exchange. Both stock exchanges have an automatic suspension system that controls excessive price volatility. But, under current regulations, this system does not apply to securities such as Series B common shares represented by common ADSs and quoted on a stock exchange outside of Mexico. Most securities listed on the Mexican Stock Exchange and the Institutional Stock Exchange, including our Series B common shares, are on deposit with Indeval. This privately owned securities depositary acts as a clearinghouse for transactions on both stock exchanges.

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Our common ADSs, each representing 10 Series B common shares, are traded on the NYSE under the “PAC” ticker. The Bank of New York Mellon is the depositary for our common ADSs. As of March 31, 2025, there were 7,260,738 common ADSs outstanding, representing 14.4% of our total share capital.

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Item 10. Additional Information

CORPORATE GOVERNANCE

Organization and Register

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, governed by the Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles) and the Mexican Securities Market Law. It is registered with the Public Registry of Commerce of Mexico City under number 238,578.

Purpose

Our primary corporate purpose is to operate airports under airport concessions.

Bylaws

This section summarizes specific provisions of Mexican law and our bylaws (estatutos sociales).

Board of Directors

Our board of directors consists of eleven members, which can increase to twelve or thirteen members only in cases where it is necessary to preserve minority shareholders’ voting rights due to multiple appointments by persons with 10% interests.

During the election of directors at shareholders’ meetings, holders of Series BB shares are entitled to elect four directors, while holders of Series B shares elect the remaining members of the board.

Individuals or groups owning 10% of our capital stock in the form of Series B shares have the right to appoint one director. The remaining positions on the board of directors are filled in based on the votes of all Series B shareholders who have not appointed a director by virtue of owning 10% of our capital stock. The Nominations and Compensation Committee proposes candidates to the shareholders for election as directors by Series B shareholders. All directors are elected based on a simple majority of the votes cast at the relevant shareholders’ meeting.

Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The Nominations and Compensation Committee proposes the compensation of our directors to all shareholders at shareholders’ meetings for their approval. Additionally, according to the Securities Market Law, 25% of our directors must be independent, as defined by the law.

Authority of the Board of Directors

The board of directors serves as our legal representative and has several powers, including the following:

•Defining our strategic planning decisions and approving our annual business plans and investment budgets.

•Approving our Master Development Programs and any changes made to them.

•Calling shareholders’ meetings and acting upon resolutions made by shareholders.

•Creating special committees and granting them the powers and authority as deemed fit, provided that said committees will not be vested with the authorities that are expressly reserved for the shareholders or the board of directors under our bylaws or the law.

The meetings of the board of directors will be valid and held if a majority of the members are present, and the resolutions passed during the meeting will be valid if approved by a majority of the board members, unless our bylaws require a higher number. Notwithstanding the board’s authority, under general principles of Mexican law, our shareholders, pursuant to a decision validly taken at a shareholders’ meeting, may at any time override the board.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) appoint and remove our chief executive officer and our other top-level executive officers (upon consultation with our Nominations and Compensation Committee); (ii) appoint three members of the Operating Committee and their respective alternates; (iii) appoint 20% of the total members of the Audit Committee, the Acquisitions Committee and the Nominations and Compensation Committee (a minimum of one member per committee), and their respective alternatives; and (iv) consent to the appointment of individuals appointed to the Operating Committee who are not members of our board of directors or our officers.

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In addition to the foregoing, each of the following actions of our board of directors, among others, may only occur with the approval of the Series BB directors:

•approval of our airports’ five-year Master Development Programs or amendments thereto;

•approval of our annual business and investment plans;

•approval of capital expenditures outside of our annual investment plans;

•approval of any sale of our fixed assets, individually or jointly, in an amount exceeding U.S.$3.0 million;

•approval for us to enter into any type of loan or credit agreement, other than for certain loans granted by us to our subsidiaries;

•approval of the granting by us of guarantees (avales) or other security interests other than for the benefit of our subsidiaries;

•proposing to increase our capital stock or that of our subsidiaries;

•approval of sales of shares in our subsidiaries;

•approval of our dividend policies; and

•proposing individuals to join our Audit Committee or our Nominations and Compensation Committee.

Our Capital Stock

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 16, 2025:

Capital Stock

Capital Stock		Authorized (1)		Issued and Outstanding
Series B shares		429,485,845		429,485,845
Series BB shares		75,791,619		75,791,619
Total		505,277,464		505,277,464

(1)At our April 13, 2023, Extraordinary Shareholders’ Meeting, our shareholders approved canceling 7,024,113 Series B shares previously repurchased by us and held as treasury shares. Article Six, Clause 2 of our bylaws establishes that our Series BB shares may only represent up to 15% of our authorized capital stock. Consequently, because of the cancellation of Series B shares approved at our Extraordinary Shareholders’ Meeting and to comply with the provisions of our bylaws on May 16, 2023, Bancomext, as trustee of the trust in which AMP’s Series BB shares are held requested the conversion of 1,053,617 Series BB shares held by the trust to Series B shares. This process was authorized by the CNBV on February 22, 2024. For a description of the AMP trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.” This table has been updated to reflect both the cancellation and conversion of shares as described above.

Our bylaws provide that our shares have the following characteristics:

•Series B: Series B shares currently represent 85% of our capital stock and may represent up to 100% of our share capital. Series B shares may be held by any Mexican or foreign natural person, company or entity, except foreign governments.

•Series BB: Series BB shares currently represent 15% of our capital stock and may not represent a greater percentage of our capital stock. Like Series B shares, Series BB shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments and subject to the other requirements of our bylaws.

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 authorization from the Mexican Commission of Foreign Investments is obtained. We have obtained this authorization, and as a consequence these restrictions do not apply to our Series B or Series BB shares.

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All ordinary shares confer equal rights and obligations on holders within each series. Series BB shares are subject to transfer restrictions under our bylaws and generally must be converted to Series B shares before they can be transferred. On or after August 25, 2014, all of the Series BB shares may be converted into Series B shares if (i) the Technical Assistance Agreement between AMP and us has not been renewed; and (ii) the Series BB shareholders so request. Notwithstanding the foregoing, if at any time after August 25, 2014, Series BB shares represent less than 7.65% of our share capital, those shares will be mandatorily converted into Series B shares and the Technical Assistance Agreement will be terminated.

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 four members of our board of directors and holders of Series B shares are entitled to elect the remaining members of the 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 (our “General 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 of directors, the declaration of dividends and the determination of compensation for members of the board.

Extraordinary shareholders’ meetings (our “Extraordinary Shareholders’ Meeting”) are those called to consider any of the following matters:

•the extension of our duration or our voluntary dissolution;

•an increase or decrease in our minimum fixed capital;

•a 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 National Securities Registry or on any stock exchange;

•amendments to our 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 our corporate domicile, which is the city of Guadalajara, in the state of Jalisco. Calls for shareholders’ meetings must be made by the board of directors or the Audit Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the board of directors or the Audit Committee call a shareholders’ meeting to discuss the matters indicated in the relevant request. In certain circumstances specified in Mexican law, any individual shareholder may also make such a request. If the board of directors or the Audit Committee fails to call a meeting within fifteen calendar days following receipt of the request, the shareholder or group of shareholders may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the Mexican Federal Gazette or in one newspaper of general circulation in Mexico at least fifteen 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. Shareholders’ meetings will be validly held and convened without the need for a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must be registered in our share registry and comply with the requirements set forth in our bylaws. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.

At or prior to the time of 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 Series B shares.

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Quorums

Ordinary shareholders’ 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 shareholders’ meetings are valid when approved by a majority of the shares present or duly represented at the meeting. Any number of shares represented at an ordinary shareholders’ meeting convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary shareholders’ meetings convened in this manner are valid when approved by a majority of the shares represented at the meeting.

Extraordinary and special shareholders’ meetings are regarded as legally convened pursuant to a first or subsequent call when at least 75% of the shares representing our capital (or 75% of the relevant series) are present or duly represented. Resolutions at extraordinary shareholders’ meetings are valid if taken by the favorable vote of shares representing more than 50% of our capital (or 50% of the relevant series).

Notwithstanding the foregoing, resolutions at extraordinary shareholders’ meetings called to discuss any of the issues 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) changes or deletes the rights of minority shareholders;

•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 between us and AMP;

•the cancellation of registration of our shares with the National Securities Registry (Registro Nacional de Valores), with the Mexican Stock Exchange (BMV) or with any other domestic or foreign stock exchange in which they are registered;

•a merger by us with an entity the business of which is not directly related to our business or that of our subsidiaries; or

•a spin-off, dissolution or liquidation of our business.

Our bylaws also establish the following voting requirements:

•the amendment of the restrictions in our bylaws on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock;

•a delisting of our shares requires the vote of holders of 95% of our capital stock; and

•the amendment of the provisions in our bylaws requiring that a shareholder exceeding our share ownership limits conduct a public sale of his excess shares requires the vote of holders of 85% 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 issues listed below will only be valid if approved by a vote of a majority of the Series BB shares:

•approval of our financial statements;

•liquidation or dissolution;

•capital increases or decreases;

•declaration and payment of dividends;

•amendment to our bylaws;

•mergers, spin-offs or share-splits;

•grant or amendment of special rights to any series of shares; and

•any decision amending or nullifying a resolution validly taken by the board of directors with respect to: (i) appointment of our top-level executive officers; (ii) appointment of the three members of our Operating Committee and of the members of the Audit, Acquisitions and Nominations and Compensation committees to be designated by the directors elected by the holders of the Series BB shares; and (iii) appointment of the members of the Operating Committee whose appointment requires the consent of the directors elected by the holders of the Series BB shares, and decisions of the board of directors that require the affirmative vote of the directors elected by the holders of our Series BB shares.

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Dividends and Distributions

At our General Ordinary Shareholders’ Meeting, the board of directors will submit to the shareholders for their approval our audited consolidated financial statements for the preceding fiscal year. 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.”

At the Extraordinary Shareholders’ Meeting held on April 25, 2024, the shareholders approved a capital reduction of Ps.13.86 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.6.93 per outstanding share was made on July 23, 2024, and the second payment for Ps.6.93 per outstanding share was made on November 26, 2024. The total payment for the capital reduction was Ps.7,003.1 million.

At the Ordinary and Extraordinary Shareholders’ Meeting held on April 13, 2023, the shareholders approved a dividend payment of Ps.14.84 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.3.71 per outstanding share was made on May 18, 2023, the second payment for Ps.3.71 per outstanding share was made on July 13, 2023, the third payment for Ps.3.71 per outstanding share was made on October 12, 2023, and the fourth and final payment for Ps.3.71 per outstanding share was made on December 14, 2023.

At the General Ordinary Shareholders’ Meeting held on April 22, 2022, we declared a dividend of Ps.14.40 per common share outstanding. The first payment for that dividend in the amount of Ps.3,675.7 million was made on May 16, 2022, and the remaining Ps.3,638.0 million was paid on November 17, 2022.

Registration

Our shares have been registered with the National Securities Registry, as required under the Securities Market Law and regulations issued by the Mexican National Banking and Securities Commission. If we wish to cancel our registration, or if it is cancelled by the Mexican National Banking and Securities Commission, we will be required to make a public offer to purchase all outstanding shares, prior to such cancellation. Unless the Mexican National Banking and Securities Commission authorizes otherwise, the price of the offer to purchase will be the higher of: (i) the average of the trading price of our shares during the prior thirty trading days (during a period of no more than six months); or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any waiver to the foregoing provisions included in our bylaws requires the prior approval of the Mexican National Banking and Securities Commission and the approval, at an extraordinary shareholders’ meeting, of 95% of our outstanding capital stock.

Shareholder Ownership Restrictions and Antitakeover Protection

Holders of our shares are subject to the following restrictions:

•holders of Series B shares, either individually or together with their related parties, may not directly or indirectly own more than 10% of our Series B shares;

•although there is no limit on individual holdings of Series BB shares, Series BB shares may represent no more than 15% of our capital stock;

•holders of Series BB shares may also own Series B shares;

•no shareholder may vote more than 10% of our capital stock. Shares in excess of this threshold will be voted in the same manner as the majority of our shares;

•the aforementioned limits may not be circumvented by means of any special trust; collective ownership or voting agreement or any other scheme that could confer a higher percentage of share ownership or voting powers; and

•foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

A person exceeding the 10% threshold described above with respect to our Series B shares must conduct a public offer of his excess shares.

Any amendment to the ownership restrictions described above requires the vote of shares representing 85% of our capital stock.

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Changes in Capital Stock

Increases and reductions of our minimum fixed capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations. Increases or reductions of the variable capital must be approved at an ordinary shareholders’ meeting in compliance with the voting requirements of our bylaws.

Pursuant to Article 53 of the Securities Market Law, we may issue unsubscribe shares that will be kept in treasury, to be subsequently subscribed by the investing public, provided that

•an extraordinary shareholders’ meeting approves the maximum amount of the capital increase and the conditions upon which the corresponding placement of shares shall be made,

•the subscription of issued shares is made through a public offer following registration in the National Securities Registry and complying with the provisions of the Securities Market Law and other applicable law, and

•the amount of the subscribed and paid-in capital of the company is announced when the company makes the authorized capital increase public.

The preferential subscription right provided under Article 132 of the General Law of Commercial Corporations (Ley General de Sociedades Mercantiles) is not applicable to capital increases through public offers.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase in our capital stock 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, unless the capital increase is made under the provisions of Article 53 of the Securities Market Law. Said preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Corporations Law, by subscription and payment of the relevant stock within fifteen business days after the date of publication of the corresponding notice to our shareholders in the Mexican Federal Gazette and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the fifteen business day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a shareholders’ meeting taken generally pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon repurchase of our own stock in accordance with the Securities Market Law. See “Item 10, Additional Information – Corporate Governance – Share Repurchases” below.

Share Repurchases

We may choose to acquire our own shares or negotiable instruments representing such shares through the Mexican Stock Exchange on the following terms and conditions:

•Acquisition and sale on the Mexican Stock Exchange is made at market price (except when dealing with public offerings or auctions authorized by the National Banking and Securities Commission).

•If the acquisition is charged against shareholder’s equity, the shares may be kept by us without the need to make a reduction in our capital stock. Otherwise, if the acquisition is charged against our capital stock, the shares will be converted into unsubscribe shares kept in our treasury, without need for a resolution by our shareholders at a shareholders’ meeting.

•The company must announce the amount of the subscribed and paid-in capital when the amount of the authorized capital represented by the issued and unsubscribe shares is publicly announced.

•The ordinary shareholders’ meeting will expressly determine for each fiscal year the maximum amount of resources that we may use to purchase our own shares or negotiable instruments that represent such shares, with the only limitation that the sum or total of the resources that may be used for such purpose may not exceed, at any time, the total balance of the net profits of the company, including retained profits.

•We must be up to date with the payment of obligations under debt instruments issued and registered in the National Securities Registry that we may have issued.

Shares of the company belonging to us may not be represented or voted in shareholders’ meetings, nor may corporate or economic rights of any kind be exercised, nor will the shares be considered outstanding for the purpose of determining the quorum or voting in shareholders’ meetings.

See “Item 16E, Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

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Ownership of Capital Stock by Subsidiaries

Our subsidiaries are not allowed to invest in our shares directly or indirectly, except for shares acquired through employee stock option plans. In such plans, the number of shares acquired cannot exceed 25% of our total capital stock. Subsidiaries may also invest in our shares through asset managers (Sociedades de Inversión).

Liquidation

Upon our dissolution, one or more liquidators will be appointed through an extraordinary shareholders’ meeting to wind up our affairs. All fully paid, outstanding shares will be distributed equally. Partially paid shares will be distributed according to the proportion that has been paid at the time of distribution.

Other Provisions

Liabilities of the members of the Board of Directors

As per Mexican corporation law, any shareholder or group of shareholders who possesses at least 5% of our capital stock can take civil liability action directly against the members of our board of directors, based on Article 38 of the Securities Market Law.

Our bylaws further state that if any member of the board of directors violates their duties as outlined in articles 29 to 37 of the Securities Market Law, they will be held accountable and liable to both the company and its shareholders.

However, our bylaws also provide indemnification to the members of the board of directors, board committees, and secretary in case of any violations of their duty of care (deber de diligencia), provided that they acted in good faith and did not breach their duty of loyalty or commit any illicit acts under the Securities Market Law or other applicable law. Moreover, we shall indemnify the members of the board of directors and the secretary for any indemnification liability that they may incur as long as they have not acted in bad faith, violated their duty of loyalty, or committed any illicit act under the Securities Market Law or other applicable law.

Information to Shareholders

The Securities Market Law establishes that we, acting through our board of directors, must annually present a report at a shareholders’ meeting that includes the following:

•A report prepared by the chairman of our Audit Committee, as required by Article 43 of the Securities Market Law, which must cover, among other things: (i) the performance of our top-level officers; (ii) transactions with related parties; (iii) the compensation packages for our directors and officers; (iv) waivers granted by the board of directors regarding corporate opportunities; (v) the situation of our, and our subsidiaries’ internal controls and internal auditing; (vi) preventive and corrective measures adopted in connection with non-compliance with operational and accounting guidelines; (vii) the performance of our external auditor; (viii) additional services provided by our external auditor and independent experts; (ix) the main results of the review of our and our subsidiaries’ financial statements; and (x) the effects of changes to our accounting policies.

•The report is prepared by the chief executive officer under article 44, paragraph XI of the Securities Market Law. This report must be accompanied by the report (dictamen) of the external auditor, and should include, among other things: (i) 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 of the company, (ii) a statement of the financial condition of the company at the end of the fiscal year, (iii) a statement regarding 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, and (iv) the notes which are required to complete or clarify the foregoing information.

•The board’s opinion on the contents of the report prepared by the chief executive officer and mentioned in the preceding paragraph.

•A report explaining the principal accounting and information policies and criteria followed in the preparation of financial information.

•A report regarding the operations and activities in which the board participated, as provided under the Securities Market Law.

In addition to the foregoing, our bylaws specify additional information obligations of the board of directors, including that the board of directors should also prepare the information referred to in Article 172 of the General Law on Business Entities with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

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Duration

Our corporate existence has been set at 100 years, expiring in 2098.

Shareholders’ Conflict of Interest

According to Mexican law, if any shareholder has a conflict of interest regarding a transaction, they must abstain from voting at the relevant shareholders’ meeting. If a shareholder decides to vote on such a transaction where their interest conflicts with ours, they may be held liable for damages in case the transaction would not have been approved without such shareholder’s vote.

Directors’ Conflict of Interest

When it comes to directors, under Mexican law, any director who has a conflict of interest in any transaction must inform the other directors about it and avoid voting on the said transaction. If a director breaches this obligation, they will be held liable to us for any resulting damages or losses. Additionally, according to our bylaws, certain conflicts of interest will disqualify a person from serving on our board of directors.

MATERIAL CONTRACTS

Our Mexican subsidiaries are parties to the airport concessions granted by the SICT, under which we are required to construct, operate, maintain, and develop the airports in exchange for certain benefits. See “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation,” “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions” and “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – General Obligations of Concession Holders.”

MBJA and PACKAL are parties to airport concessions granted by the AAJ, under which MBJA and PACKAL are required to operate, maintain, and develop the Montego Bay and Kingston airports, respectively, in exchange for certain benefits. See “Item 4, Information on the Company – Regulatory Framework –Sources of Jamaican Regulation,” “Item 4, Information on the Company – Regulatory Framework – Jamaican Airport Concession Agreements.” See “Item 5, Recent Developments – Kingston Airport Concession."

We are a party to a participation agreement with AMP and the SICT, which establishes the framework for several other contracts to which we are a party. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

We have entered a Technical Assistance Agreement with AMP, providing management and consulting services. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

TAXATION

The following is a summary of the material 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 is subject to U.S. federal income tax on a net profit 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, hold or dispose of our Series B shares or ADSs. In particular, the summary of U.S. tax considerations deals only with U.S. holders that 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 entities treated as a partnership for U.S. federal income tax purposes or a partner in such partnership, 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 or net investment income tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and investors 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. The summary of Mexican tax considerations does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the Series B shares or ADSs and does not address all of the Mexican tax consequences that may be applicable to specific holders of the Series B shares or ADSs (including a holder that controls the Company, an investor that holds 10% or more of the Series B shares or ADSs by vote or value or holders that constitute a group of persons for purposes of Mexican law that controls the Company or that holds 10% or more of the Series B shares or ADSs by vote or value, or a holder that is a resident of Mexico or that is a corporation resident in a tax haven (as defined in the Mexican Income Tax Law)). 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.

The summary is based upon the federal income tax laws of the United States of America (hereinafter “United States” or "U.S.") and the United Mexican States (hereinafter “Mexico”) as in effect on the date of this annual report on Form 20-F, including the provisions of The Convention between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, together with related Protocols and Competent Authority Agreements (hereinafter “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal

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income tax law. 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 for federal tax purposes and that does not hold 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 has its place of effective management or center of interest 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. However, any determination of residence should take into account the particular situation of each person or legal entity. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican tax purposes, all income attributable to that permanent establishment will be subject to Mexican income taxes, in accordance with applicable tax laws.

In general, for U.S. federal income tax purposes, holders of ADSs are treated as beneficial owners of the Series B shares represented by those ADSs. Accordingly, 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.

Taxation of Dividends

Mexican Tax Considerations

Under the Mexican Income Tax Law, dividends paid to Mexican individuals or any foreign residents are subject to a 10% withholding tax if paid from earnings generated during and after 2014 but are not subject to Mexican withholding tax if paid from earnings generated before 2014. Non-Mexican holders may be subject to withholding tax at reduced rates if they are eligible for benefits under an applicable tax treaty with Mexico.

There is a tax incentive for Mexican individuals to claim a credit for dividends generated in 2014, 2015 and 2016 that are reinvested in our Company. This credit applies as follows: (i) if the dividends are paid in 2017, a net 9% tax would be withheld (comprising the 10% withholding tax less a 1% credit), such that 10% of the 10% withholding tax would be credited under the incentive; (ii) if the dividends are paid in 2018, a net 8% tax would be withheld (comprising the 10% withholding tax less a 2% credit), such that 20% of the 10% withholding tax would be credited under the incentive; or (iii) if the dividends are paid in 2019 or thereafter, a net 5% tax would be withheld (comprising the 10% withholding tax less a 5% credit), such that 50% of the 10% withholding tax would be credited under the incentive.

U.S. Federal Income Tax Considerations

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 are includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and are not eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). To the extent that a distribution exceeds our current and accumulated earnings and profits, it is 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 are made in pesos, are 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 by the depositary in the case of ADSs, whether or not they are converted into U.S. dollars on the date of receipt. 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. Any gain or loss on a subsequent conversion or other disposition of the pesos generally will be treated as ordinary income or loss to such U.S. holder and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

The U.S. dollar amount of dividends received by certain non-corporate U.S. holders with respect to the Series B shares or ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Subject to certain exceptions for short-term and hedged positions, dividends 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 the Internal Revenue Service (“IRS”) has approved for the purpose 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 year in which the dividend is paid, a passive foreign investment company (“PFIC”). The Tax Treaty has been approved for the purposes of the qualified dividend rule. In addition, based on our audited

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consolidated 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 2024 taxable year. Based on our audited consolidated 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 2025 taxable year. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.

Subject to generally applicable limitations and conditions, Mexican dividend withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for a credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the IRS in regulations promulgated in December 2021 and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that either (i) is eligible for, and property elects, the benefits of the Tax Treaty, or (ii) consistently elects to apply a modified version of these rules temporary guidance promulgated in December 2023 and complies with specific requirements set forth in such guidance the Mexican tax on dividends will be treated as meeting the requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Mexican tax on dividends is uncertain and we have not determined whether these requirements have been met. If the Mexican tax on dividends is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Mexican tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Dividend distributions will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations.

Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Subject to applicable tax treaties, any gain on the sale of our Series B shares by any holder is subject to a 10% withholding tax in Mexico on the net gain from the sale if the transaction is carried out through the Mexican Stock Exchange. These taxes are paid through withholdings made by the financial intermediary. However, these withholdings will not be applicable to a non-resident holder that demonstrates (before the relevant financial intermediary) residence in a country with which Mexico holds a tax treaty to avoid double taxation. The non-resident holder must provide the financial intermediary with a signed document stating that the non-resident holder is a foreign resident and that their country of residence has a tax treaty to avoid double taxation with Mexico and provide their Tax ID.

In accordance with current Mexican tax law, any gain on the sale or transfer of ADSs through a securities market recognized by the Mexican Tax Code (Código Fiscal de la Federación), including the NYSE, by any non-resident holder who resides in a country with which Mexico holds a tax treaty is exempt from income tax payment in Mexico. However, current Mexican tax law is not clear with respect to the treatment of sales of ADSs by non-resident holders who also do not reside in a country with which Mexico has a tax treaty.

The sale or transfer of shares not in the form of ADSs outside of the Mexican Stock Exchange will give rise to a 25% Mexican withholding tax on the gross proceeds realized from the transaction. Subject to certain exceptions, a non-Mexican holder may elect to pay taxes on the gains realized from the sale of shares on a net basis at a rate of 35.0%.

U.S. Federal Income Tax Considerations

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder will generally recognize gain or loss in an amount equal to the difference between the amount realized and such U.S. holder’s tax basis in the Series B shares or ADSs (in U.S. dollars). Such gain or loss will generally be capital gain or loss. Gain or loss recognized by a U.S. holder on such sale or other disposition generally is treated as long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs had been held for more than one year. Long-term capital gain recognized by a non-corporate U.S. holder is taxable at reduced rates. The deduction of a capital loss is subject to limitations. A U.S. holder that receives non-U.S. currency from a sale or other disposition of the Series B shares or ADSs generally will recognize an amount equal to the U.S. dollar value of such non-U.S. currency on the date the Series B shares or ADSs are disposed of. A cash basis or electing an accrual basis taxpayer will determine the U.S. dollar value of the amount realized by translating such amount at the spot rate on the settlement date of the sale. If an accrual basis U.S. holder makes the election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. holder will have a tax basis in any non-U.S. currency received in respect of the sale or other disposition of its Series B shares or ADSs equal to its U.S. dollar value calculated at the exchange rate in effect on the date of such sale or other disposition (or in the case of a cash basis or electing accrual basis taxpayer the exchange rate in effect on the date of the receipt).

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A U.S. holder generally will not be entitled to credit any Mexican tax imposed on the sale or other disposition of the series B shares or ADSs against such U.S. holder’s federal income tax liability, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under the temporary guidance discussed above and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the Mexican tax qualifies as a creditable tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican tax is not a creditable tax, the tax would reduce the amount realized on the sale or disposition of the Series B shares or ADSs even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposed amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the Series B shares or ADSs and any Mexican tax imposed on such sale or disposition.

Other Taxes

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 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 Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

Dividends paid on, and proceeds from the sale or other disposition of Series B shares or ADSs to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

U.S. Foreign Financial Asset Reporting

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 IRS 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 that are not held in accounts maintained by financial institutions. The understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000 extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. holders who fail to report the required information could be subject to substantial penalties. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.

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DOCUMENTS ON DISPLAY

We file reports, including annual reports on Form 20-F, and other information electronically with the SEC according to the rules and regulations of the SEC that apply to foreign private issuers. Any materials filed with the SEC are available to the public over the Internet at the SEC’s website at http://www.sec.gov/ and our website at https://www.aeropuertosgap.com.mx/en/financial-information.html. (This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this annual report.)

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

See Note 4 of our audited consolidated financial statements for disclosures about market risk.

Foreign Currency Exchange Rate Risk

Our primary exchange rate risk stems from fluctuations in the value of the Mexican peso relative to the U.S. dollar. Historically, a substantial portion of the revenue generated by our Mexican airports (primarily from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, but collected in pesos based on the average exchange rate from the previous month. In the years 2022, 2023, and 2024, approximately 28.1%, 24.9%, and 25.3% of our total revenues were generated from passenger charges for international passengers (in 2022, 2023, and 2024, 34.1%, 32.5%, and 31.8% of the combined aeronautical and non-aeronautical revenues came from passenger charges from international passengers). A depreciation of the peso against the U.S. dollar, particularly late in the year, could lead us to exceed the maximum rates at one or more of our airports. If this occurs, we may have to offer discounts on passenger charges or to airlines. Conversely, if the peso appreciates against the U.S. dollar, we might underestimate the specific tariffs we can charge for regulated services, limiting our ability to adjust prices upwards to maximize our regulated revenues. In 2024, approximately 20.0% of our aeronautical and non-aeronautical revenues were denominated in U.S. dollars. We estimate that approximately 27.7% of our consolidated costs and expenses were also in U.S. dollars. If the peso had depreciated by 10% annually against the U.S. dollar as of December 31, 2024, our revenues would have increased by approximately Ps.532.2 million, while our costs and expenses would have increased by approximately Ps.325.4 million.

As of December 31, 2022, 2023, and 2024, 57.0%, 81.3%, and 37.0% of our cash and marketable securities were denominated in U.S. dollars, respectively.

As of December 31, 2022, 2023, and 2024, 14.2%, 13.1%, and 12.9% of our debt was denominated in U.S. dollars. Future declines in the value of the peso compared to the U.S. dollar will increase the cost, in pesos, of servicing this debt.

On December 31, 2022, 2023, and 2024, we did not have any outstanding forward foreign exchange contracts.

Interest Rate Risk

Historically, we have funded the majority of our capital expenditures with bank loans. However, due to a strategic shift, we now fund the most significant portion of our capital investments through debt issuances on the Mexican capital markets. We expect to continue to do so, subject to market conditions. For more information regarding our funding and liquidity strategies, see “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”

As of December 31, 2024, we had approximately Ps.22.5 billion in variable rate debt. In the past, we entered into interest rate swaps covering Ps.3.0 billion to mitigate the risk of increased interest rates associated with our GAP 20 long-term debt securities, as well as MBJA’s loan with Bank of Nova Scotia. As of December 31, 2024, our fixed-rate debt amounted to Ps.25.5 billion, out of a total debt of Ps.48.0 billion. Consequently, 53.1% of our total debt is fixed, taking into account the interest rate swaps.

On March 2, 2020, we entered into a contract with Scotiabank for a derivative financial transaction involving an interest rate swap. This was done to mitigate the risk associated with the tranche of the GAP 20 long-term debt securities. The contract amount is Ps.3.0 billion, and with a fixed interest rate of 6.332% payable at the maturity of the long-term debt securities, which were settled on February 6, 2025.

On March 1, 2022, we entered into a contract with Scotiabank for a derivative financial transaction involving an interest rate swap. This actions was taken to hedge the risk of rising SOFR-1 month rates for two loans that MBJA has in USD for a total of U.S.$42.0 million. Specifically, U.S.$12.0 million, which accrues an interest rate SOFR-1 month plus 3.10%, is swapped for 1.59% until the loan expires. Additionally, U.S.$30.0 million, which accrues an interest rate SOFR-1 month plus 2.85%, is swapped for 1.785% until the loan expires.

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Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities is recognized.

During 2022, we paid (i) Ps.1,393.2 million of interest expense under variable interest rate loans, with an average TIIE-28 rate of 8.1% plus a contractual fixed spread and an average Libor rate of 1.88%, plus a contractual fixed spread and (ii) Ps.834.7 million of interest expense under fixed-rate loans. Based upon a 100 basis points increase in the TIIE-28 and the Libor rate as of December 31, 2022, our interest expense would have increased by Ps.240.7 million.

During 2023, we paid (i) Ps.2,281.2 million of interest expense under variable interest rate loans, with an average TIIE-28 rate of 11.42% plus a contractual fixed spread and an average SOFR of 5.19%, plus a contractual fixed spread and (ii) Ps.1,380.8 million of interest expense under fixed-rate loans. Based upon a 100 basis points increase in the TIIE-28 and the SOFR as of December 31, 2023, our interest expense would have increased by Ps.300.1 million.

During 2024, we paid (i) Ps.2,566.5 million of interest expense under variable interest rate loans, with an average TIIE-28 rate of 11.03% plus a contractual fixed spread and an average SOFR of 5.16%, plus a contractual fixed spread and (ii) Ps.1,610.7 million of interest expense under fixed-rate loans. Based upon a 100 basis points increase in the TIIE-28 and the SOFR as of December 31, 2024, our interest expense would have increased by Ps.326.3 million.

Because both our U.S. dollar loans and our peso bond debt have variable interest rates, an increase without interest rate hedges would reduce our cash flows. To reduce our exposure, we have contracted interest rate hedges with Scotiabank. The financial instruments with Scotiabank to cover the GAP 19 and GAP 20 long-term debt securities were entered into for speculative purposes and were formally designated. Therefore, these instruments qualify as hedging instruments for accounting purposes, and as a result, changes in their fair value are recognized in other comprehensive income and profit or loss in the cash flow hedge reserve.

Notional amount

Coverage

Market value at December 31, 2024

(millions)

start date

Rate

Due date

(in thousands)

Derivatives designated as hedge financial instruments

Scotiabank

Ps.

3,000.0

March 2020

6.332%

February 2025

18,256

Total Assets

Ps.

18,256

Derivatives designated as hedge financial instruments

The bank of nova scotia

USD

$

12.0

March 2022

1.59%

April 2025

(766

)

The bank of nova scotia

USD

$

30.0

March 2022

1.7850%

September 2025

(10,724

)

Total Liability

Ps.

(11,490

)

In 2022, 2023, and 2024, we recognized Ps.130.6 million, Ps.60.7 million and Ps. 4.6 million, respectively, in the reserve for the gain on cash flow hedges.

On February 27, 2019, we entered into a hedge of the variable interest rate generated by the debt securities issued in March 2019. These debt securities were issued at a 28-day TIIE variable rate plus 45 basis points, so a swap was contracted to convert it to a fixed rate of 8.03%. As of December 31, 2024, we recognized Ps.23.7 million as finance income as a result of the application of the hedge because the fixed rate contracted in the swap was lower than the TIIE.

On March 2, 2020, we entered into a hedge of the variable interest rate generated by the debt securities issued in February 2020. These debt securities were issued at a 28-day TIIE variable rate plus 17 basis points, so a swap was contracted to convert it to a fixed rate of 6.332%. As of December 31, 2024, we recognized Ps.146.7 million as finance income as a result of the application of the hedge because the fixed rate contracted in the swap was lower than the TIIE.

On March 1, 2022, we contracted Scotiabank for a derivative financial transaction by exchange of interest rates (swaps) in order to hedge the risk of increasing the SOFR-1 month, of the two loans that MBJA has in USD for a total of U.S.$42.0 million. U.S.$12.0 million that accrues an interest rate SOFR-1 month plus 3.10% is swapped for 1.59%, until the expiration of the loan and the U.S.$30.0 million that accrues

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an interest rate SOFR-1 month plus 2.85% is swapped for 1.785%, until the expiration of the loan. Changes in fair value will be recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the loans are recognized, the derivative is only for SOFR-1 month. As of December 31, 2022, we recognized U.S.$0.2 million as finance cost as a result of the application of the hedge because the fixed rate contracted in the swap was higher than SOFR-1 month. As of December 31, 2023, and 2024, we recognized U.S.$0.1 million and U.S.$0.1 million, respectively as finance income as a result of the application of the hedge because the fixed rate contracted in the swap was lower than SOFR-1 month.

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.

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Item 12D. American Depositary Shares

Deposit Agreement

The Bank of New York Mellon serves as the depositary for our ADSs. ADS holders are required to pay various fees to the depositary. The following is a summary of the fees payable by holders of our ADRs. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.

Service		Fee or Charge Amount		Payee
Execution and delivery of ADRs		U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Bank of New York Mellon
Surrender of ADRs		U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Bank of New York Mellon
Any cash distribution to ADR registered holders		U.S.$0.02 (or less) per ADS		Bank of New York Mellon
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR 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		Bank of New York Mellon
Registration of transfers of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares		Registration or transfer fees		Bank of New York Mellon
Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)		Expenses of the depositary		Bank of New York Mellon
Converting foreign currency to U.S. dollars		Expenses of the depositary		Bank of New York Mellon
Taxes and other governmental charges the Bank of New York Mellon or the custodian has to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes		As necessary		Bank of New York Mellon
Other fees, as necessary		Any charges incurred by Bank of New York Mellon or its agents for servicing the deposited securities		Bank of New York Mellon

The depositary of our ADSs, The Bank of New York Mellon, collects its fees directly from investors depositing shares or surrendering ADSs for withdrawal or from intermediaries acting for them by deducting the fees from the amounts distributed or by selling a portion of the distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors, or charge the book-entry 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.

Reimbursements by the Depositary

The Bank of New York Mellon, as depositary of our ADSs, pays us an agreed amount, which includes expenses related to the administration and maintenance of the ADS facility, including, but not limited to, investor relations expenses, the annual NYSE listing fees (as invoiced in the reimbursement request to the depositary) or any other program-related expenses. There are limits on the expenses the depositary will reimburse us, but the amount available to us is not necessarily tied to the fees the depositary collects from investors. In 2022, 2023, and 2024, we received no reimbursements from the depositary for expenses corresponding to 2021, 2022, and 2023, respectively.

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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

Our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were effective as of December 31, 2024.

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 Exchange Act. 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 international financial reporting standards. 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 in accordance with international financial reporting standards, 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, 2024. 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).

Based on our assessment and those criteria, our management has concluded that our Company maintained effective internal control over financial reporting as of December 31, 2024.

Our independent registered public accounting firm that audited the financial statements included in this filing has issued an attestation report on the effectiveness of our internal control over financial reporting.

c)Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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d)Report of Independent Registered Public Accounting Firm on Internal Controls

Opinion on Internal Control Over Financial Reporting

We have audited Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024, 2023 and 2022 and the related consolidated statements of profit or loss and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated April 23, 2025 expressed an unqualified opinion on those consolidated financial statements.

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 of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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.

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 the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG Cárdenas Dosal, S.C.

Guadalajara, Jalisco, México

April 23, 2025

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Item 16. Reserved

Item 16A. Audit Committee Financial Expert

Carlos Cárdenas Guzmán, an independent director under NYSE listing standards, joined our board of directors and our Audit Committee in 2011, and we believe that he is qualified to serve as our “audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities and Exchange Act of 1934. Our board of directors appointed Mr. Cárdenas as President of the Audit Committee and also as the financial expert of that Committee. For a discussion of Mr. Cárdenas qualifications, see “Item 6, Directors, Senior Management and Employees – Directors.”

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 chief executive officer and chief financial officer, and personnel performing similar functions as well as to our other officers and employees. Our code of ethics is an exhibit to this annual report on Form 20-F and is available on our website at www.aeropuertosgap.com.mx. If we amend the provisions of our code of ethics that apply to our chief executive officer and chief financial 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. The information found on our website, other than as specifically incorporated by reference into this annual report on Form 20-F, is not part of this annual report on Form 20-F.

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, KPMG Cárdenas Dosal S.C., during the fiscal years ended December 31, 2022, 2023, and 2024:

		Year ended December 31,
		2022					2023					2024
		(thousands of pesos)
Audit fees		Ps.		15,253			Ps.		15,892			Ps.		17,948
Other fees				3,027					2,186					3,574
Total fees		Ps.		18,280			Ps.		18,078			Ps.		21,522

Audit fees in the above tables are the aggregate fees billed by our independent auditors in connection with the audit of our annual consolidated financial statements and services related to the Sarbanes-Oxley Act of 2002, services related to the issuance of debt securities, the audit of the financial statements of certain subsidiaries and other statutory audit reports.

We have not engaged our independent auditors for tax compliance, tax advice or tax planning services in the fiscal years ended December 31, 2022, 2023, and 2024.

Other fees in the above table are fees billed by our independent auditors for transfer pricing services and other services contracts.

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

Not applicable.

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Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Pursuant to Section 303A.11 of the Listed Company Manual of the NYSE, 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 NYSE 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 Securities Market Law and the regulations issued by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). We also generally comply on a voluntary basis with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas), which was created in January 2001 by a group of Mexican business leaders and was endorsed by the Mexican Banking and Securities Commission. On an annual basis, we file a report with the Mexican Banking and Securities Commission and the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.

The table below discloses the significant differences between our corporate governance practices and the NYSE standards:

NYSE Corporate Governance Rule for U.S. Domestic Issuers		Our Corporate Governance Practices
Director Independence.
§303A.01 specifies that listed companies must have a majority of independent directors. To qualify as independent, a director must satisfy the criteria set forth in §303A.02. In particular, a director is not independent if such director is: (i) not a person who the board affirmatively determines has no material direct or indirect relationship with the company, its parent or a consolidated subsidiary; (ii) an employee, or an immediate family member of an executive officer, of the company, its parent or a consolidated subsidiary, other than employment as interim chair or CEO; (iii) a person who receives, or whose immediate family member receives, more than $120,000 during any twelve-month period within the last three years in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services only (and other than compensation for service as interim chair or CEO or received by an immediate family member for service as a non-executive employee); (iv) a person who is affiliated with or employed, or whose immediate family member is affiliated with or employed in a professional capacity, by a present or former internal or external auditor of the company, its parent or a consolidated subsidiary, within the last three years; (v) an executive officer, or an immediate family member of an executive officer, of another company whose compensation committee’s membership includes an executive officer of the listed company, its parent or a consolidated subsidiary; or (vi) an executive officer or employee of a company, or an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (charities are not included, but any such payments must be disclosed in the company’s proxy (or, if no proxy is prepared, its Form 10-K / annual report)).		Pursuant to the Securities Market Law and Article 15 of our bylaws, at least 25% of the members of our board of directors must be independent. Determinations regarding independence must be made by our shareholders applying the provisions of the Securities Market Law and our bylaws (which incorporate Section 10A-3 of the Exchange Act). The determination of independence under the Securities Market Law differs in certain respect from the provisions of §303A.02. Under Article 26 of the Securities Market Law, a director is not independent if such director is: (i) an employee or officer of the company or of another company that is a member of the same corporate group (consorcio o grupo empresarial ) as the company (or a person who has been so within the prior year); (ii) a person that, without being an employee or officer of the company, has influence or authority over the company or its officers, or over another company that is a member of the same corporate group as the company; (iii) an important client, supplier, debtor or creditor (or a partner, director or employee thereof). A client or supplier is considered important if its sales to or purchases from the company represent more than 10% of its total sales or purchases within the prior year. A debtor or creditor is considered important if the aggregate amount of the relevant loan represents more than 15% of its or the company’s aggregate assets; (iv) a shareholder that is a part of the control group of the company; or (v) a family member, spouse or concubine of any of the persons mentioned in (i) through (iv) above. Currently, our board of directors consists of eleven directors. Six of such directors qualify as independent in accordance with the Securities Market Law and our bylaws, and one director has been designated by a holder of 10% of our capital stock in the form of Series B shares in accordance with our bylaws.

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Executive Sessions.
§303A.03 specifies that non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.		Mexican law, our bylaws and the Mexican Code of Best Corporate Practices, which we adhere to, do not provide for non-management executive sessions. None of our managers are members of either our board of directors or our other committees, except that our chief executive officer is the chair of our Operating Committee, as provided for in Article 27 of our bylaws.
Committees for Director Nominations and Compensation and for Corporate Governance.
§303A.04 (a) specifies that listed companies must have a nominating/corporate governance committee composed entirely of independent directors. §303A.05 (a) specifies that listed companies must have a compensation committee composed entirely of independent directors.		We have a “Nominations and Compensation Committee.” We also have an Audit Committee, which, pursuant to Article 31 of our bylaws, has been assigned certain corporate governance ( prácticas societarias ) oversight obligations mandated by the Securities Market Law. Under Mexican corporate law, a corporation’s “board committees,” except for audit and corporate governance committees need not be composed only of members of the corporation’s board of directors. Article 28 of our bylaws provides that at least a majority of the members of our Nominations and Compensation Committee must be members of our board of directors. No express independence requirements apply to this committee. Currently, the committee consists of 2 members, both of whom are members of our board of directors, and one of whom is independent as defined under the Securities Market Law and Section 10A-3 of the Exchange Act.
Audit Committee.
§303A.06 specifies that listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. §303A.07 specifies other requirements for audit committees, including a minimum of three members who satisfy the independence requirements of Section 303A.02.		Foreign private issuers, such as us, are subject to §303A.06 and thus must comply with Rule 10A-3. We are in compliance with Rule 10A-3 and, as such, our Audit Committee consists entirely of members of our board of directors who meet the independence requirements prescribed in that rule. (The Securities Market Law likewise contains a requirement that our Audit Committee be entirely independent.) We are not subject to §303A.07. As such, our Audit Committee charter (contained in Article 32 of our bylaws) does not make provision for every one of the specific duties required by §303A.07. See above for a description of the composition of our Audit Committee.
Corporate Governance Guidelines.
§303A.09 specifies that listed companies must adopt and disclose corporate governance guidelines.		Mexican law does not require us to disclose corporate governance guidelines, and we have not done so. However, pursuant to the Securities Market Law, we have adopted board guidelines covering corporate governance matters such as the use of corporate assets, certain transactions with related parties (including loans to officers), repurchases of shares, communications with shareholders, managers and directors, and other matters.
Code of Ethics.
§303A.10 specifies that corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers.		We have adopted a code of ethics, which has been accepted by all of our directors and executive officers and other personnel. A copy of our code of ethics is available on our website: www.aeropuertosgap.com.mx.

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Equity Compensation Plans.
§303A.08 & 312.03 specify that equity compensation plans require shareholder approval, subject to limited exemptions.		No equity-compensation plans have been approved by our shareholders. Shareholders’ approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan.
Shareholder Approval for Issuance of Securities.
§§312.03(b)-(d) specify that issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval.		Mexican law and our bylaws require us to obtain shareholder approval of the issuance of new equity securities.
Conflicts of Interest.
§314.00 specifies that the determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §312.03(b) specifies that certain issuances of common stock to a related party require shareholder approval.		Pursuant to Mexican law, our bylaws and applicable internal guidelines, provided that the corporate practices committee of our board of directors has opined favorably, our board of directors must vote on whether or not to grant approval of certain transactions with a related party that (i) are outside the ordinary course of our business; or (ii) are at non-market prices. A director with an interest in the transaction is not permitted to vote on its approval.
Solicitation of Proxies.
§§402.01 & 402.04 specifies that the 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 NYSE.		We are not required to distribute proxy materials to, or solicit the return of proxies from, our 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 through a representative using a power of attorney. Under the new Mexican Securities Market Law, we have to make power of attorney forms available to shareholders at their request. Under the deposit agreements relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to vote at the shareholders’ meeting through the depositary.

(1)Reference to sections are references to sections of the NYSE Listed Company Manual. Pursuant to Section 303A.00, foreign private issuers, such as us, are exempt from the corporate governance standards of the exchange, with certain exceptions.

Item 16H. Mine Safety Disclosure

Not applicable.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J. Insider trading policies

We have adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of our securities by directors,senior management and employees. These policies are reasonably designed to promote compliance with applicable insider trading

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laws, rules, and regulations, as well as the listing standards applicable to us. See Exhibit 11.2 - Guidelines Regarding Securities Transactions and Control of Confidential Information.

Item 16K. Cybersecurity

Risk Management and Strategy.

We have implemented a comprehensive process to assess, identify, and manage material risks arising from cybersecurity threats, encompassing both the disruption of business operations and the security of financial reporting systems.

Our cybersecurity risk management practices entail the development, implementation, and continuous improvement of policies and procedures aimed at safeguarding information and ensuring the availability of critical data and systems.

The cybersecurity program is underpinned by advanced security technologies supported by a team of experienced and trained experts with deep knowledge of best practices in this field. This program is designed with controls aimed at identifying, protecting, detecting, responding to, and recovering from information and cybersecurity incidents.

As part of our continuous evolution in cybersecurity, we have integrated artificial intelligence (AI) and machine learning (ML) into our protection solutions, enhancing our ability to detect and respond to cyber threats in real time. Additionally, we have designed and are in the process of implementing a Zero Trust Network Access (ZTNA) architecture, reinforcing our approach to securing network access based on continuous verification.

Our Company has a comprehensive framework for cybersecurity and information security, structured into four domains: Governance, Surveillance, Resilience, and Protection. This framework includes risk assessment and mitigation through a threat intelligence-based approach, application controls, and enhanced security against ransomware. We rely on recognized standards such as the International Organization for Standardization (ISO) 27001:2022, which we have adopted as part of our cybersecurity strategy, initiating the path towards the certification of our cybersecurity incident response management process. Furthermore, we have successfully achieved PCI DSS v4.0 certification for card-present transactions (TPV use scope), ensuring compliance with the highest security standards in payment processing.

To protect and monitor our technological environment, we utilize a combination of policies, software, training programs, and hardware solutions. This includes firewalls, unified threat management, intrusion prevention and detection systems, vulnerability and penetration testing, identity management systems, privileged account management systems, anti-malware systems, and cybersecurity risk management systems, among others.

Cybersecurity risk management falls under the responsibility of the cybersecurity and information security team, supervised by our Director of Sustainability, Quality, Innovation, and Information Technology (IT). We conduct annual awareness training on information security for employees involved in our systems and processes handling customer data, as well as system audits and additional specialized training. Additionally, we publish monthly cybersecurity awareness bulletins and conduct theoretical exercises to simulate responses to cybersecurity incidents, using findings to continuously improve our practices, procedures, and technologies.

Our Incident Response Plan coordinates activities to prepare for, detect, respond to, and recover from cybersecurity incidents, including processes for classification, severity assessment, escalation, containment, investigation, and remediation, as well as compliance with applicable legal obligations and mitigating damage to brand and reputation.

Our cybersecurity team conducts periodic testing of our controls through vulnerability scanning, and attack simulations. Additionally, in connection with our cybersecurity risk management processes, our program includes reviews and assessments conducted by third-party external and independent parties to evaluate our internal incident response readiness and help identify areas for focus and continuous improvement.

Our cybersecurity risk management processes do not extend to the oversight and identification of threats associated with our use of third-party service providers, that assesses risks from vendors and suppliers.

Over the past three fiscal years, we have not experienced any material information security breaches, and expenses related to such incidents have not been material, including penalties and settlements. However, we cannot guarantee that we will not be materially affected by such risks or incidents in the future. See “Risk Factors” in Item 3 of this Annual Report on Form 20-F for more information on our cybersecurity related risks.

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Governance.

Our Audit Committee, as a cornerstone of our corporate governance structure, is primarily responsible for the oversight of risks from cybersecurity threats. To fulfill this responsibility, our Audit Committee receives comprehensive quarterly reports on cybersecurity and information security. These reports, prepared by the Manager of Cybersecurity and Information Security and presented by our Director of Sustainability, Quality, Innovation, and Information Technology, provide a complete overview of the Company’s digital security condition. The reports include a detailed assessment of various critical aspects of cybersecurity. This ranges from detected threats to an analysis of cybersecurity governance processes, evaluations of the status of ongoing projects to strengthen internal security, and reviews of prevention and mitigation efforts, along with an assessment of the results obtained from security breach simulations, such as penetration tests and incident response exercises.

In addition to the quarterly reports, additional updates are provided to the Audit Committee as needed, in response to significant events, regulatory changes, or cyber emergencies. This practice ensures continuous and adaptive surveillance against constantly evolving digital threats.

Furthermore, a thorough evaluation of the Company’s performance in each phase of the cybersecurity lifecycle is provided to the Director of Sustainability, Quality, Innovation, and Information Technology by the Manager of cybersecurity and Information Security. From proactive preparation and prevention to early detection, agile response, and effective recovery, each aspect is meticulously analyzed. This not only enables a clear understanding of current strengths and weaknesses in cybersecurity but also informs strategic and tactical decisions to continuously improve our cybersecurity posture.

Our Board of Directors retains responsibility for overseeing our overall risk management systems and processes, and the Audit Committee provides quarterly reports to the full Board of Directors on cybersecurity risk. As a result, the members of the Board of Directors stay apprised of all relevant updates, as well as of the rapidly evolving cyber threat landscape, and provide guidance to management as appropriate to address the effectiveness of our overall data privacy and cybersecurity program.

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PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

Our consolidated financial statements are included in this filing beginning on page F-1. The following is an index to the consolidated financial statements:

Consolidated Financial Statements for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

		Page
Report of Independent Registered Public Accounting Firm.		F-1
Consolidated Statements of Financial Position as of December 31, 2022, 2023 and 2024		F-3
Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2022, 2023 and 2024		F-5
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2022, 2023 and 2024		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2023 and 2024		F-8
Notes to Consolidated Financial Statements		F-9

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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 the Company.*
2.1		Deposit Agreement among the Company, The Bank of New York Mellon (formerly The Bank of New York) 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 registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
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 the Company, AMP and Bancomext, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.1		An English translation of the Amended and Restated Guadalajara Airport Concession Agreement and annexes thereto, together with a schedule highlighting the differences between this concession and the Company’s other concessions.*
4.2		Participation Agreement and Amendment No. 1 thereto among the Registrant, the Mexican Federal Government through the SICT, Nacional Financiera, S.N.C., the Company, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., Grupo Empresarial Ángeles, S.A. de C.V., Bancomext and the ASA, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.3		Technical Assistance and Technology Transfer Agreement among the Registrant, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., and Grupo Empresarial Ángeles, S.A. de C.V., together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.4		Professional Services Agreement between Aeropuerto de Guadalajara, S.A. de C.V. and AENA Desarrollo Internacional, S.A. dated as of August 4, 2008 (English translation) and a schedule highlighting the differences between this agreement and similar agreements with the Company’s other airport operating subsidiaries (incorporated by reference to our Form 20-F filed on June 29, 2010).
4.5		An English translation of the Amendment to Exhibit 7 of the Company’s concession titles dated as of October 19, 2023 (amending the original concession titles dated as of June 29, 1998, as amended on March 19, 1999) in connection with the Company’s Mexican Airports*
8.1		List of subsidiaries of the Company. *
11.1		Code of Ethics of the Company. *
11.2		Insider Trading Policy*
12.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
12.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
13.1		Certifications of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
97.1		Policy for the Recovery of Erroneously Awarded Compensation*
101. INS		Inline XBRL Instance Document.
101. SCH		Inline XBRL Taxonomy Extension Schema Document.
101. CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101. LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

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Exhibit No.		Description
101. PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF		Inline XBRL Taxonomy Extension Definition Document.
104		Cover Page Interactive Data File. Formatted in Inline XBRL and contained in exhibit 101.

* Filed herewith.

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities or results in an incurrence of debt in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

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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 Pacífico, S.A.B. de C.V.
By:		/s/ Saúl Villarreal García
Name:		Saúl Villarreal García
Title:		Chief Financial Officer

Dated: April 23, 2025

Table of Contents

Grupo Aeroportuario del Pacífico,

S.A.B. de C.V. and Subsidiaries

Consolidated Financial Statements as of

December 31, 2022, 2023 and 2024 and for the

Years Ended December 31, 2022, 2023 and 2024

and Report of Independent Registered Public

Accounting Firm Dated April 23, 2025

Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Report of Independent Registered Public Accounting Firm and 2022, 2023 and 2024 Consolidated Financial Statements

Contents		Page
Report of Independent Registered Public Accounting Firm (KPMG Cárdenas Dosal, S.C., Mexico: PCAOB ID 1141)		F-1
Consolidated Statements of Financial Position as of December 31, 2022, 2023 and 2024		F-3
Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2022, 2023 and 2024		F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022, 2023 and 2024		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2023 and 2024		F-8
Notes to Consolidated Financial Statements		F-9

i

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors Grupo Aeroportuario del Pacífico, S.A.B. de C.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the Company) as of December 31, 2024, 2023 and 2022, and the related consolidated statements of profit or loss and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, 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, 2024, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2024, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

We also have 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, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 23, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the classification of certain expenditures as improvements to concession assets or maintenance costs

As discussed in Notes 3d and 8 to the consolidated financial statements the Company has a net balance of Ps. 36,612,316 (thousand) of improvements to concession assets as of December 31, 2024. The Company holds concessions to operate airports and has significant expenditures in relation to these concessions, including expenditures under commitments made under the Master Development Programs which, once approved, form part of the concession terms. These expenditures are classified as either improvements to concession assets or as maintenance of concession assets. Expenditures classified as improvements to concession assets result in the recognition of intangible assets in the ‘improvements to concession assets’ account. Expenditures classified as maintenance of concession assets are recognized as expenses in profit or loss and no related intangible asset is recognized. Under the Company’s accounting policy this classification requires the assessment of a number of factors, including qualitative matters.

F-1

Table of Contents

We identified the evaluation of the classification of certain expenditures as improvements to concession assets or maintenance costs as a critical audit matter. During the year, the Company’s management assessed the classification of a large number of expenditures and, for certain of those expenditures, applied subjective judgment when assessing qualitative factors in order to determine their classification as either improvements to concession assets or maintenance costs which, in turn, required a high degree of auditor judgment to evaluate.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the classification of expenditures as improvements to concession assets or maintenance costs. This included controls related to the review and approval of expenditures. We read the concession contracts and Master Development Programs, including the expenditure commitments contained there-in.

We evaluated the reasonableness of the Company’s accounting policy for classifying expenditures as improvements to concession assets or as maintenance costs, considering the relevant accounting literature. For a sample of expenditures of improvements to concession assets made during the year ended December 31, 2024 we assessed the reasonableness of the classification as either improvements to concession assets or maintenance costs considering the Company’s accounting policy. As part of this assessment, when the classification involved significant judgment, we questioned management on its justification and challenged its assessment of the qualitative matters.

We have served as the Company’s auditor since 2016.

/s/ KPMG CÁRDENAS DOSAL S.C.

KPMG CÁRDENAS DOSAL S.C

Guadalajara, Jalisco, México

April 23, 2025

F-2

Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos)

Assets

		December 31, 2022					December 31, 2023					December 31, 2024
Current assets:
Cash and cash equivalents (Note 5)		Ps.		12,371,464			Ps.		10,055,211			Ps.		13,466,027
Trade accounts receivable – net (Note 6)				2,368,342					2,251,229					2,696,831
Recoverable taxes (Note 12.b)				658,121					1,253,017					1,010,710
Other current assets				113,853					149,945					283,943
Total current assets				15,511,780					13,709,402					17,457,511
Advanced payments to suppliers				2,564,880					2,105,833					1,158,227
Machinery, equipment and improvements on leased assets – net (Note 7)				3,928,258					4,552,283					4,819,108
Improvements to concession assets – net (Note 8)				20,260,493					28,997,244					36,612,316
Airport concessions – net (Note 9)				9,668,698					8,778,988					9,622,181
Rights to use airport facilities – net (Note 10)				703,500					646,801					597,799
Other acquired rights – net (Note 11)				431,509					814,297					2,867,859
Derivative financial instruments (Note 15)				292,697					167,696					18,256
Deferred income taxes – net (Note 12.e)				6,810,168					7,337,813					8,128,715
Right of use assets				57,258					47,255					31,793
Other assets – net				276,100					287,247					339,308
Total		Ps.		60,505,341			Ps.		67,444,859			Ps.		81,653,073

See accompanying notes to consolidated financial statements.

(Continued)

F-3

Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos)

Liabilities and Equity

		December 31, 2022					December 31, 2023					December 31, 2024
Current liabilities:
Bank loans, debt securities and current portion of debt (Note 16.a and b)		Ps.		2,256,891			Ps.		7,830,316			Ps.		13,982,903
Concession taxes payable				259,083					608,543					801,515
Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (Note 30.a)				621,722					722,923					704,612
Accounts payable (Note 13)				2,472,291					2,557,922					3,820,121
Advance payments from clients				106,353					87,599					90,907
Taxes payable				153,139					99,322					298,148
Liabilities for assets in lease (Note 14.b)				15,418					13,183					19,357
Derivative financial instruments (Note 15)				51,205					26,990					11,490
Income taxes payable (Note 12)				983,868					138,781					721,035
Total current liabilities				6,919,970					12,085,579					20,450,088
Deposits received in guarantee (Note 4)				916,961					1,022,148					1,144,288
Liabilities for assets in lease (Note 14.b)				46,207					39,508					20,684
Deferred income taxes (Note 12.e)				488,804					335,174					1,055,789
Retirement employee benefits (Note 17)				216,908					280,423					353,509
Long-term borrowings (Note 16.a)				6,232,858					4,481,792					4,103,254
Debt securities (Note 16.b)				25,855,588					28,255,588					29,903,722
Total long-term liabilities				33,757,326					34,414,633					36,581,246
Total liabilities				40,677,296					46,500,212					57,031,334
Stockholders’ equity (Note 18):
Common stock				8,197,536					8,197,536					1,194,390
Repurchased shares				(1,999,987	)				-					-
Legal reserve				34,076					478,185					920,187
Reserve for repurchase of shares				2,499,473					2,500,000					2,500,000
Retained earnings				9,187,597					8,787,568					16,957,723
Foreign currency translation reserve				575,534					(240,307	)				769,800
Remeasurements of employee benefits – Net of income tax				14,013					(1,919	)				8,282
Reserve for financial instruments of cash flow hedges – Net of income tax				130,624					60,720					(4,583	)
Total equity attributable to controlling interest				18,638,866					19,781,783					22,345,799
Non-controlling interest (Note 19)				1,189,179					1,162,864					2,275,940
Total Stockholders’ equity				19,828,045					20,944,647					24,621,739
Total		Ps.		60,505,341			Ps.		67,444,859			Ps.		81,653,073

See accompanying notes to consolidated financial statements.

(Concluded)

F-4

Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Profit or Loss and Other Comprehensive Income

For the years ended December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos, except per share amounts)

		2022					2023					2024
Revenues (Note 20):
Aeronautical services		Ps.		17,336,734			Ps.		19,267,395			Ps.		19,110,067
Non-aeronautical services				5,197,238					6,165,429					7,671,766
Improvements to concession assets				4,846,404					7,791,320					6,832,541
				27,380,376					33,224,144					33,614,374
Operating costs:
Employee cost (Note 22)				1,373,264					1,724,461					2,125,958
Maintenance				730,568					728,618					848,575
Safety, security and insurance				577,122					691,155					831,411
Utilities				474,032					485,265					542,482
Expected credit loss of the year				41,444					29,395					24,768
Others operation expenses				584,624					721,175					890,047
Technical assistance fees (Note 30)				756,648					851,320					845,234
Concession taxes (Note 9)				1,895,182					2,532,896					2,666,751
Depreciation and amortization (Note 21)				2,313,321					2,545,702					3,061,039
Cost of improvements to concession assets (Note 23)				4,846,404					7,791,320					6,832,541
Other (income) expense – net (Note 24)				(26,428	)				(15,876	)				(105,076	)
				13,566,181					18,085,431					18,563,730
Income from operations				13,814,195					15,138,713					15,050,644
Finance cost – net (Note 25):
Finance income				835,989					1,402,964					1,289,271
Finance cost				(2,455,918	)				(3,439,276	)				(4,104,423	)
Exchange gain (loss) – net				81,420					(340,711	)				(119,751	)
				(1,538,509	)				(2,377,023	)				(2,934,903	)
Income before income taxes				12,275,686					12,761,690					12,115,741
Income tax (Note 12.c):
Current				3,849,778					3,616,811					3,989,603
Deferred				(759,566	)				(544,721	)				(749,301	)
				3,090,212					3,072,090					3,240,302
Net profit for the year				9,185,474					9,689,600					8,875,439
Other comprehensive income:
Items that are or may be reclassified subsequently to profit or loss    Exchange differences on translating foreign operations				(488,316	)				(893,708	)				1,132,599
Cash flow hedges, effective portion of changes in fair value, net of income tax				100,966					(69,905	)				(65,303	)
Items that will not be reclassified to profit or loss    Remeasurements of employee benefit – net of income tax (Note 17)				8,802					(15,932	)				10,201
Total comprehensive income for the year		Ps.		8,806,926			Ps.		8,710,055			Ps.		9,952,936
Profit for the year attributable to:
Controlling interest		Ps.		9,013,147			Ps.		9,542,912			Ps.		8,612,157
Non-controlling interest				172,327					146,688					263,282
		Ps.		9,185,474			Ps.		9,689,600			Ps.		8,875,439
Total comprehensive income for the year attributable to:
Controlling interest		Ps.		8,664,216			Ps.		8,641,235			Ps.		9,567,162
Non-controlling interest				142,710					68,820					385,774
		Ps.		8,806,926			Ps.		8,710,055			Ps.		9,952,936
Weighted average number of common shares outstanding				508,371,309					505,277,464					505,277,464
Basic and diluted earnings per share (in Mexican Pesos, Note 3.r)		Ps.		17.7294			Ps.		18.8864			Ps.		17.0444

(Continued)

See accompanying notes to consolidated financial statements.

F-5

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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ equity

For the years ended December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos)

		Number of Shares		Common stock			Repurchased shares			Legal reserve			Reserve for repurchase of shares			Retained earnings			Foreign currency translation reserve			Remeasurements of employee benefits – Net of income tax			Reserve for financial instruments of cash flow hedges – Net of income tax			Total equity attributable to controlling interest			Non- controlling interest			Total equity
Balances as of January 1, 2022		525,575,547		Ps.	170,381		Ps.	(3,000,037)		Ps.	1,592,551		Ps.	5,531,292		Ps.	13,925,091		Ps.	1,034,233		Ps.	5,211		Ps.	29,658		Ps.	19,288,380		Ps.	1,140,220		Ps.	20,428,600
Cancellation of Legal Reserve (note 18.h)		—			—			—			(1,558,475)			—			1,558,475			—			—			—			—			—			—
Capitalization of retained earnings (Note 18.j)		—			8,027,155			—			—			—			(8,027,155)			—			—			—			-			—			-
Cancellation of repurchase of shares (Note 18.j)		(13,273,970)			—			3,000,037			—			(3,000,037)			—			—			—			—			—			—			—
Reserve for repurchase of shares (Note 18.h)		—			—			—			—			(31,782)			31,782			—			—			—			—			—			—
Repurchase of shares (Note 18.l)		—			—			(1,999,987)			—			—			—			—			—			—			(1,999,987)			—			(1,999,987)
Dividends paid, Ps.14.40 pesos per share (Note 18.i)		—			—			—			—			—			(7,313,743)			—			—			—			(7,313,743)			—			(7,313,743)
Dividends declared non-controlling interest (Note 19)		—			—			—			—			—			-			—			—			—			-			(93,751)			(93,751)
Profit of the year		—			—			—			—			—			9,013,147			—			—			—			9,013,147			172,327			9,185,474
Other comprehensive income for the year		—			—			—			—			—			—			(458,699)			8,802			100,966			(348,931)			(29,617)			(378,548)
Total comprehensive income for the year		—			—			—			—			—			9,013,147			(458,699)			8,802			100,966			8,664,216			142,710			8,806,926
Balances as of December 31, 2022		512,301,577		Ps.	8,197,536		Ps.	(1,999,987)		Ps.	34,076		Ps.	2,499,473		Ps.	9,187,597		Ps.	575,534		Ps.	14,013		Ps.	130,624		Ps.	18,638,866		Ps.	1,189,179		Ps.	19,828,045
Transfer of earnings to legal reserve (Note 18.n)											444,109						(444,109)
Cancellation of repurchase of shares (Note 18.m)		(7,024,113)			—			1,999,987			—			(1,999,987)			—			—			—			—			—			—			—
Reserve for repurchase of shares (Note 18.l)		—			—			—			—			2,000,514			(2,000,514)			—			—			—			—			—			—
Dividends paid Ps.3.71 pesos per share (Note 18.k)		—			—			—			—			—			(7,498,318)			—			—			—			(7,498,318)			—			(7,498,318)
Dividends declared non-controlling (Note 19)		—			—			—			—			—			—			—			—			—			-			(95,135)			(95,135)
Comprehensive income:		—			—			—			—			—			—			—			—			—			—			—			—
Profit for the year		—			—			—			—			—			9,542,912			—			—			—			9,542,912			146,688			9,689,600
Other comprehensive income for the year		—			—			—			—			—			—			(815,841)			(15,932)			(69,904)			(901,677)			(77,868)			(979,545)
Total comprehensive income for the year		—			—			—			—			—			9,542,912			(815,841)			(15,932)			(69,904)			8,641,235			68,820			8,710,055
Balances as of December 31, 2023		505,277,464		Ps.	8,197,536		Ps.	-		Ps.	478,185		Ps.	2,500,000		Ps.	8,787,568		Ps.	(240,307)		Ps.	(1,919)		Ps.	60,720		Ps.	19,781,783		Ps.	1,162,864		Ps.	20,944,647

(Continued)

See accompanying notes to consolidated financial statements.

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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ equity

For the years ended December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos)

		Number of Shares		Common stock			Legal reserve			Reserve for repurchase of shares			Retained earnings			Foreign currency translation reserve			Remeasurements of employee benefits – Net of income tax			Reserve for financial instruments of cash flow hedges – Net of income tax			Total equity attributable to controlling interest			Non-controlling interest			Total equity
Balances as of January 1, 2024		505,277,464		Ps.	8,197,536		Ps.	478,185		Ps.	2,500,000		Ps.	8,787,568		Ps.	(240,307)		Ps.	(1,919)		Ps.	60,720		Ps.	19,781,783		Ps.	1,162,864		Ps.	20,944,647
Transfer of earnings to legal reserve (Note 18.m)		—			—			442,002			—			(442,002)			—			—			—			—			—			—
Capital distribution, Ps. 13.86 pesos per share (Note 18.l)		—			(7,003,146)			—			—			—			—			—			—			(7,003,146)			—			(7,003,146)
Business combinations non-controlling interest		—			—			—			—			—			—			—			—			—			826,787			826,787
Dividends declared non-controlling (Note 19)		—			—			—			—			—			—			—			—			—			(99,485)			(99,485)
Comprehensive income:
Profit for the year		—			—			—			—			8,612,157			—			—			—			8,612,157			263,282			8,875,439
Other comprehensive income for the year		—			—			—			—			—			1,010,107			10,201			(65,303)			955,005			122,492			1,077,497
Total comprehensive income for the year		—			—			—			—			8,612,157			1,010,107			10,201			(65,303)			9,567,162			385,774			9,952,936
Balances as of December 31, 2024		505,277,464		Ps.	1,194,390		Ps.	920,187		Ps.	2,500,000		Ps.	16,957,723		Ps.	769,800		Ps.	8,282		Ps.	(4,583)		Ps.	22,345,799		Ps.	2,275,940		Ps.	24,621,739

(Concluded)

See accompanying notes to consolidated financial statements.

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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos)

		2022					2023					2024
Cash flows from operating activities:
Net profit for the year		Ps.		9,185,474			Ps.		9,689,600			Ps.		8,875,439
Adjustments for:
Employee benefits				35,532					45,501					35,082
Allowance expected credit loss				41,444					29,395					24,708
Depreciation and amortization				2,313,321					2,545,702					3,061,039
(Gain) loss on sale of machinery, equipment and improvements to leased assets				14,232					(668	)				21,011
Net (gain) on derivative financial instruments				(6,967	)				-					-
Interest expense for financing activity				2,356,116					3,439,276					4,201,085
Unrealized exchange (gain)				(261,258	)				(311,969	)				519,672
Labor provisions				3,284					22,986					77,867
Income tax expense				3,090,212					3,072,090					3,240,302
				16,771,390					18,531,913					20,056,205
Changes in:
Trade accounts receivable				(705,576	)				50,837					(432,955	)
Recoverable income tax and other current assets				601,434					(469,839	)				173,461
Concession taxes payable				(10,719	)				374,872					(540,644	)
Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V.				227,514					101,201					(18,311	)
Accounts payable				(139,794	)				(213,268	)				739,036
Taxes payable				23,229					(47,181	)				84,613
Deposits received in guarantee				109,061					108,236					87,699
Cash generated by operating activities				16,876,539					18,436,771					20,149,104
Income taxes paid				(4,356,833	)				(4,501,917	)				(3,474,764	)
Net cash provided by operating activities				12,519,706					13,934,854					16,674,340
Cash flows from investing activities:
Purchases of machinery, equipment, improvements on leased assets, improvements to concession assets and advance payments to suppliers				(8,431,106	)				(10,444,346	)				(7,844,983	)
Proceeds from sales of machinery and equipment				5,198					3,535					6,573
Acquisition of subsidiary, net of cash acquired				—					(614,792	)				(875,504	)
Other investment activities				(56,475	)				(36,553	)				(71,070	)
Net cash used in investing activities				(8,482,383	)				(11,092,156	)				(8,784,984	)
Cash flows from financing activities:
Dividends declared and paid				(7,313,743	)				(7,498,318	)				—
Dividends paid to non-controlling interest				(153,959	)				(135,913	)				(139,996	)
Capital distribution				—					—					(7,003,146	)
Repurchase of shares				(1,999,987	)				—					—
Proceeds from issuance of debt securities				7,757,588					5,400,000					8,648,134
Proceeds from bank loans				6,872,783					3,715,459					5,658,480
Repayments on bank loans				(4,039,007	)				(1,642,132	)				(4,929,881	)
Payment of debt securities				(3,800,000	)				(602,000	)				(3,000,000	)
Interest paid on leases				(5,391	)				(4,805	)				(3,695	)
Payment of liabilities for lease				(16,098	)				(17,517	)				(33,292	)
Interest capitalized on financial loans				—					(342,554	)				(39,417	)
Interest paid on financial loans				(2,227,888	)				(3,661,981	)				(4,177,241	)
Net cash used for by financing activities				(4,925,702	)				(4,789,761	)				(5,020,054	)
Effects of exchange rate changes on cash held:				(73,034	)				(369,190	)				541,514
Decrease in cash and cash equivalents				(961,413	)				(2,316,253	)				3,410,816
Cash and cash equivalents at beginning of year				13,332,877					12,371,464					10,055,211
Cash and cash equivalents at the end of year		Ps.		12,371,464			Ps.		10,055,211			Ps.		13,466,027
Non-cash investing activities:
Purchases of machinery, equipment, improvements on leased    assets and improvements to concession assets		Ps.		853,467			Ps.		901,486			Ps.		1,193,561

See accompanying notes to consolidated financial statements.

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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Notes to Consolidated Financial Statements

For the years ended December 31, 2022, 2023 and 2024

(In thousands of Mexican Pesos)

1.Activities of the Company and significant events

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company” or “GAP”) was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico’s Pacific region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, San José del Cabo, Guanajuato (Bajío), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes. Moreover the Company operates, maintains and utilizes two airports in Jamaica, starting in April 2015, the Sangster International Airport in Montego Bay, Jamaica by the subsidiary MBJ Airports Limited (MBJA), and on October 2019 the Norman Manley International Airport (NMIA) by the subsidiary PAC Kingston Airport Limited (PACKAL) and since July 2024,we are in control of the company Guadalajara World Trade Center, S.A. de C.V. (“GWTC”) which its main activity is related with the operation of Bonded Warehouses in Guadalajara Airport. The Company’s principal address is Mariano Otero Avenue 1249 B, six floor, Rinconada del Bosque, zip code 44530, Guadalajara, Jalisco, Mexico.

a.Activities

The Company began operations on November 1, 1998. Prior to that date, the Company’s activities were carried out by Aeropuertos y Servicios Auxiliares (ASA), a Mexican Governmental agency, which was responsible for the operation of all public airports in Mexico.

In June 1998, the subsidiaries of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. were granted concessions by the Ministry of Infrastructure, Communications and Transportation (SICT) (formerly called Ministry of Communications and Transportation) to manage, operate and develop each of the Pacific Group’s 12 airports and benefit from the use of the airport facilities, for a 50-year term beginning November 1, 1998 (The Concession or Concessions). The cost of the concessions, which totaled Ps.15,938,359, was determined by the Mexican Government in August 1999, based upon the price paid by Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (AMP, the strategic shareholder of the Company) for its interests in GAP. On August 20, 1999, GAP entered into a Liabilities Assumption Agreement with each of its subsidiaries, whereby it assumed the liabilities incurred by each subsidiary derived from obtaining the concession. Such liabilities were capitalized by GAP as equity in favor of the Mexican Government on the same date.

The term of the concession is 50 years as of November 1, 1998 and may be extended by the SICT on one or more occasions for up to 50 additional years under certain circumstances. Beginning on November 1, 1998, the Company is required to pay an annual tax to the Mexican Government, through the SICT, for use of the public property, equivalent to 5% of each concessionaire’s annual gross revenues, according to the concession terms and the Mexican Federal Duties Law. As of January 1, 2024, this percentage increases to 9% in accordance with the decree issued by the Federal Government and notified to the Company on November 13, 2023.

Title to all of the long-term fixed assets within the airports is retained by the Mexican Government. Accordingly, upon expiration of the term of the concessions granted to the Company, the assets, including all of the improvements made to the airport facilities during the term of the concessions, shall automatically revert to the Mexican Government. Additionally, Auxiliary Services Agency (ASA) and other agencies of the Mexican Government maintain the rights to provide certain services such as air traffic control, fuel supply and immigration control.

On February 24, 2006, the Company made an initial public offering of its Series B shares, under which the Mexican Government, which held 85% of the voting common stock of the Company sold its 100% shares participation, both in the United States of America, via the New York Stock Exchange (NYSE) and in Mexico, via the Mexican Stock Exchange (BMV). Consequently, as of this date, the Company became a public entity in both Mexico and in the United States of America and is required to meet various legal obligations and regulations for public entities applicable in each country.

On April 20, 2015, the Company carried out a transaction for the acquisition of 100% of the shares of the Spanish company Desarrollo de Concesiones Aeroportuarias, S.L. (DCA). The transaction was fully paid on the same date. The acquisition was the result of a private and confidential bidding process among various participants, which concluded in favor of GAP. The total amount of the transaction was USD$192.0 million.

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DCA has a 74.5% stake in MBJA, the entity that operates Sangster International airport in Montego Bay in Jamaica. MBJA holds the concession to operate, maintain and utilize the airport for a period of 30 years, beginning April 12, 2003. Vantage Airport Group Limited (Vantage) owns the remaining 25.5% stake in MBJA.

DCA also has a 14.77% stake in SCL Terminal Aéreo Santiago, S.A. (SCL), the operator of the international terminal in Santiago, Chile until September 30, 2015. On September 30, 2015, the concession to operate the Santiago de Chile airport expired, consequently, those assets were immediately returned to the Chilean government and the new operator without any significant incidents. Though SCL will no longer have operations, SCL must remain in effect for an additional year after the transfer. After that first year, SCL will remain in effect until its dissolution, which was confirmed on December 12, 2023.

On October 10, 2018, the Company through its subsidiary PACKAL, entered into a concession agreement with Airport Authority of Jamaica (AAJ), with which the authority guaranteed to PACKAL the right to rehabilitate, develop, operate and maintain NMIA for a period of 25 years with a possible extension of 5 years, as of October 10, 2019. In accordance with the terms of the concession agreement, the Company paid USD $7.1 million (USD $2.1 million to the International Finance Corporation (IFC) and USD $5.0 million to the AAJ). Once the operation begins, PACKAL is obliged to pay the AAJ a concession right of 62.01% of the total aeronautical and commercial revenues. All long-lived assets located in the NMIA are owned by AAJ. Upon the expiration of the term of the concession’s agreement granted to the Company, the assets, including all the improvements made to the airport facilities during the term of the concessions, will automatically revert in favor of AAJ.

b.Significant events

–On March, 2024 the Company issued 30.0 million sustainability-linked long-term debt securities for a total Ps.3,000,000, and payment of principal at maturity, under the modality of communicating vessels: i) GAP 24L Ps.1,384,868 of these bonds at a variable rate of TIIE-28 plus 25 basis points, payment of the principal on March 17, 2027 and ii) GAP 24-2L Ps.1,615,132 that will pay interest every 182 days at a fixed annual rate of 9.94%, with payment of the principal on March 12, 2031. The resources were allocated for payment of the maturity of the GAP 19 debt securities of Ps.3,000,000.

–In an Ordinary Shareholders’ Meeting held on April 25, 2024, the shareholders approved the proposal of cancellation of the remaining of the repurchase fund reserve, approved in an Ordinary General Shareholders’ Meeting held on April 13, 2023 for an amount of Ps.2,500,000, as well as, approval a maximum amount of resources allocated for the repurchase of the Company’s own shares of Ps.2,500,000 during the 12 months after April 25, 2024, in accordance with Article 56 of the Securities Market Law. Of the amount approved in fiscal year 2023, no shares were repurchased.

–In a General Extraordinary Shareholders’ Meeting held on April 25, 2024 the shareholders approved: i) a capital reduction of Ps.13.86 pesos per outstanding share to be paid within the following 12 months. The Shareholder’s Meeting was informed that, as a consequence, all the necessary corporate legal procedures were carried out, as well as the reform of Article Six of the By-laws of the Company that derive from the approvals, to read as follows: “The Capital Stock will be variable. The minimum fixed portion of the capital is Ps.1,194,390, represented by 505,277,464 shares, registered of Class I and without value expression, fully subscribed and paid”. The two payments of the capital reductions were made on July 2, 2024 and November 26, 2024, equivalent to Ps.3,501,573 for each payment.

–On June 7, 2024, the loan with Banco Nacional de México, S.A. (“Citibanamex”) was refinanced for Ps.1,500,000, extending the maturity in 18 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 24 basis points, without commissions, the payment of the principal will be at maturity on December 5, 2025.

–On June 11, 2024, the acquisition of 51.5% of the shares representing the capital stock of Guadalajara World Trade Center, S.A. de C.V. (“GWTC”) was signed, for a total amount of Ps.875,504. GWTC is a Group comprised of seven subsidiaries, specialized in handling, storage and custody services for international trade merchandise in facilities qualified as fiscal precincts at the Guadalajara Airport and the Puebla Airport. This acquisition was completed on June 20 with the payment of the amount before mentioned. GWTC was consolidated as of July 1, 2024, the date in which control of the company was assumed. The amount of incomes generated between the period of January to December 2024 represents 3.9% over the total incomes and the asset represents 0.9% of the GAP assets.

–On June 20, 2024, the Company entered into loan agreement with BBVA México, S.A. (“BBVA”), for Ps.875,000 for a 12-month term, the loan agreement was destinated for the acquisition of 51.5% of GWTC. Interest will be paid monthly at a variable rate of TIIE-28 plus 20 basis points, the payment of the principal will be at maturity on June 19, 2025, without commissions.

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–On July 10, 2024, the loan with Citibanamex was refinanced for Ps.1,000,000, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 18 basis points, without commissions, the payment of the principal will be at maturity on July 10, 2025.

–On August 27, 2024, it was announced that the ordinary review process of the Master Development Programs (“PMD”) and Maximum Tariffs for Mexico’s airports, approved by the Ministry of Infrastructure, Communications and Transportation (“SICT”), through the Federal Civil Aviation Agency (“AFAC”) for the period 2025-2029, was concluded.

–On September 5, 2024, the Company issued 56.5 million long-term debt securities for a total Ps.5,648,134 with unsecured guarantee and payment of principal at maturity, under the “GAP 24” name at a variable rate TIIE-28 plus 60 basis points, principal payment on August 30, 2029. The proceeds were used to pay the maturity of GAP 15-2, for a total amount of Ps.1,500,000 and the remain resources to comply MDP capital investments in Mexico for 2024 and commercial investments.

–On September 26, 2024, the loan with Citibanamex was refinanced for USD$40.0 million, extending the maturity by an additional 6 months. Interest will be payable monthly at a variable SOFR rate plus 25 basis points, without commissions, the payment of the principal will be at maturity on March 21, 2025.

–On October 18, 2024, the loan with Banco Santander México, S.A. (Santander) was refinanced for Ps.1,500,000, extending the maturity by an additional 12 months. Interest will be payable monthly at a variable rate of TIIE-28 plus 38 basis points, without commission, the payment of the principal will be at maturity on October 17, 2025.

2.Basis of presentation

a.Statement of compliance – These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards Accounting Standards (IFRS) issued by the International Accounting Standards Board (IASB), its amendments and interpretations issued and outstanding or issued and adopted early on the date of preparation of these consolidated financial statements.

b.Translation into English – The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico.

c.Basis of preparation – The consolidated financial statements have been prepared on the historical cost basis except for assets and liabilities assumed in the business combinations on the date of purchase, which were recorded at fair value, derivative financial instruments and non-derivative financial instruments with changes in profit and loss, rights use of assets, liabilities for corresponding lease and the liabilities for defined benefits are recognized at present value.

–Historical cost – Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

–Fair value – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on 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 on the measurement date. When there are no market and/or market participants willing to create a market, IFRS establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).
 

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The levels of fair value hierarchy are as follows:

•Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access on the measurement date;

•Level 2 inputs are 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.Consolidation of financial statements – The consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and its subsidiaries in which the Company has control, for the years ended December 31, 2022, 2023 and 2024. The consolidated subsidiaries are as follows:

Company		% participation				Location		Activity
Aeropuerto de Aguascalientes, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto del Bajío, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Guadalajara, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Hermosillo, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de La Paz, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Los Mochis, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Manzanillo, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Mexicali, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Morelia, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Puerto Vallarta, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de San José del Cabo, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Aeropuerto de Tijuana, S.A. de C.V.			99.99	%		Mexico		Operation of airport
Corporativo de Servicios Aeroportuarios, S.A. de C.V. (CORSA)			99.99	%		Mexico		Provides personnel services
Fundación Grupo Aeroportuario del Pacífico, A.C. (Fundación GAP)			99.99	%		Mexico		Non-profit Organization dedicated to social orientation and infrastructure support of educational institutions
Puerta Cero Parking, S.A. de C.V. (PCP)			99.99	%		Mexico		Operation of parking lot
Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (SIAP)			99.99	%		Mexico		Administrative services
Aerocomercializadora del Pacifico, S.A. de C.V. (ADP)			99.99	%		Mexico		Operation of infrastructure and other commercial services
Desarrollo de Concesiones Aeroportuarias, S.L. (DCA)			100.0	%		Spain		Management administration, maintenance, servicing of all types of infrastructure
MBJ Airports Limited (MBJA)			74.50	%		Jamaica		Operation of airport
PAC Kingston Airport Limited (PACKAL)			100	%		Jamaica		Operation of airport
GA del Pacífico es do Brasil, LTDA			99.99	%		Brazil		No operation
Inmuebles Especializados Matrix, S.A. de C.V. (IEM)			100	%		Mexico		Subleasing of cargo operation areas and hangars
Aerohoteles del Pacífico, S.A. de C.V. (AHP)			100	%		Mexico		Operation of hotels with other integrated services
Guadalajara World Trade Center, S.A. de C.V. (GWTC)*			51.50	%		Mexico		Bonded warehouses
Diseños Técnicos de Infraestructura MCE, S.A. de C.V. (DTI)*			100	%		Mexico		Project development

(1) Consolidation began on July 1, 2024.

(2) It was established in November 2023.

Control is achieved when the Company:

•Has power over the investee;

•Is exposed, or has rights, to variable returns from its involvement with the investee; and

•Has the ability to use its power to affect its returns.

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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.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

e.Application of new and revised International Financing Reporting Standards.

Modification of International Financing Reporting Standards (“IFRSs” or “IAS”) and new interpretations that are mandatorily effective from 2024

Classification of current or non-current liabilities and non-current liabilities with covenants (amendments to IAS 1)

The amendments issued in 2020 and 2022 are intended to clarify the requirements for determining whether a liability is current or non-current and require new disclosures for non-current liabilities that are subject to future obligations. The amendments apply to annual periods beginning on or after January 1, 2024.

As shown in Note 16 the Company has secured bank loans and promissory notes that are subject to specific covenants. While the liabilities are classified as non-current as of December 31, 2024, a default on the related obligations may require the Company to repay the liabilities from the maturity dates set forth in the contracts.

The adoption of this standard had no material impact on the Company’s consolidated financial statements.

Vendor financing arrangements (amendments to IAS 7 and IFRS 7)

The amendments introduce new disclosures related to vendor financing arrangements that assist users of financial statements in assessing the effects of these arrangements on an entity’s liabilities and cash flows and on the entity’s exposure to liquidity risk. The amendments are effective for annual periods beginning on or after January 1, 2024.

The adoption of this standard had no material impact on the Company’s consolidated financial statements.

Other accounting standards (amendments to IFRS 16 and IAS 21)

The following new accounting standards and amendments to existing accounting standards are not expected to have a material impact on the Company’s consolidated financial statements.

- Lease liability on a sale and leaseback (amendments to IFRS 16)

- Amendments to IAS 21 (lack of ability to exchange currencies)

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The adoption of this standard had no material impact on the Company’s consolidated financial statements.

f.Functional and presentation currency – The consolidated financial statements and notes as of December 31, 2022, 2023 and 2024, and for the years then ended, are prepared in pesos, which is the presentation currency. The consolidated financial statements are presented in thousands of pesos.

The assets and liabilities of foreign operations, including the fair value of assets arising on acquisition, are translated at the exchange rates as of year–end for each period.

Income and expenses of foreign operations are translated at the average exchange rate for the period of transactions. During 2022, 2023 and 2024, the average exchange rate were as follows:

Currency		2022					2023					2024
Pesos / USD		Ps.		20.1254			Ps.		17.7665			Ps.		18.3001
USD / Euros			USD$1.0539					USD$1.0816					USD$1.0821

g.Use of estimates and critical judgments in preparing the consolidated financial statements – The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies relating to the reported amounts of assets, liabilities and income and expenses of the relevant period. Actual results could differ from these estimates.

The following are estimates and assumptions that involve inherent uncertainty within the next financial year and are included in the following notes:

–Expected credit loss (ECL) (Note 6)

–Definition of useful lives and depreciation and amortization periods (Notes 3.c. and 3.d.)

–Capitalization of improvements to concession assets (Notes 3.d and 8)

–Cash flow hedges (Notes 3.h and 15)

–Probability of recovery of deferred income tax from tax loss carryforwards (Note 12.g)

–Assumptions used to determine liabilities for retirement benefits (Note 17)

–Contingent liabilities (Note 27)

–Discount rates to determine the right-of-use assets and lease liabilities.

In addition to the estimates, the Company makes critical judgments in applying its accounting policies, which have a material effect on the amounts recognized in the consolidated financial statements. Management believes that the decisions made are the most reasonable based on the information available, on the judgments made and the way it manages the operation of the Company. Critical judgments relate to the following:

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-Accounting for the Concession – Management believes it has carried out a comprehensive implementation of the standards applicable to the accounting treatment of its concessions in Mexico and Jamaica and it determined that, among others, International Financial Reporting Interpretation (IFRIC) 12 Service Concession Arrangements is applicable to the Company. The Company treats its investments related to improvements and upgrades to be performed in connection with the MDP for Mexican and Jamaican Entities under the intangible asset model established by IFRIC 12 and does not recognize a provision for maintenance, as all investments required by the MDP, regardless of their nature, directly increase the Maximum Tariff per traffic unit (MT). Accordingly, all amounts invested under the MDP have a direct correlation to the amount of fees the Company will be able to charge each passenger or cargo service provider, and thus, a direct correlation to the amount of revenues the Company will be able to generate. As result, management defines all expenditures associated with investments required by the MDP as revenue generating activities given that they ultimately provide future benefits, whereby subsequent improvements and upgrades made ​​to the concession are recognized as intangible assets based on the principles of IFRIC 12. Additionally, compliance with the committed investments per the MDP is mandatory, as well as the fulfillment of the MT and therefore, in case of default in any of these obligations (MDP or MT), the Company could be subject to sanctions and even its concession could be revoked. To determine the amortization period of the intangible asset associated with the improvements and upgrades made to comply with the MDP, the Company focuses on the period in which it will generate future economic benefits or the concession term, whichever is less.

h.Income from operations – This line item is made up by total revenues less operating costs. Although the presentation of income from operations is not required by nor is it defined under IFRS, it is included in the consolidated statements of profit or loss and other comprehensive income because management believes it represents a useful and reliable measure of the economic and financial performance of the Company.

i.Comprehensive income – Comprehensive income comprised the net income of the period, plus other comprehensive income (loss) items of the same period. For the years ended December 31, 2022, 2023 and 2024, other comprehensive income is represented by the effects of translation of foreign operations, actuarial remeasurements and the reserve of cash flow hedges of financial instruments net of taxes. At the moment the assets and liabilities giving rise to other comprehensive income are realized, the latter are reclassified to the income statement, if permitted under IFRS.

j.Classification of cost and expenses – Costs and expenses presented in the consolidated statements of profit or loss and other comprehensive income were classified according to their nature.

3.Material accounting policies

The consolidated financial statements comply with IFRS. Its preparation requires management to make certain estimates and use certain assumptions that affect certain items of the consolidated financial statements and their related disclosures. However, actual results could differ from those estimates. The Company’s management, upon applying professional judgment, considers that estimates and assumptions used were adequate under the circumstances (Note 2.g). The material accounting policies of the Company are as follows:

a.Financial instruments

i.Recognition and initial measurement

Trade account receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at Fair Value Through Profit or Loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. A commercial debtor without a significant financing component is initially measured at the transaction price.

ii.Classification and subsequent measurement financial assets and liabilities.

Financial assets

All regular way purchases or regular incomes of financial assets are recognized and derecognized on a trade date basis. Purchases or income from regular services are purchases or income from services of financial assets that require the delivery of assets within the period established by regulation or common market practices. 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.

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Financial asset that meets the following conditions is subsequently measured at amortized cost:

•the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

•the contractual terms of the financial asset give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at Fair Value Trough Other Comprehensive Income (FVTOCI):

•the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and

•Its contractual terms give rise to specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss. This election is made individually on the initial recognition date.

–Financial assets – Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset a level of trade account receivables because this best reflects the way the business is managed and information is provided to management.

Repurchase of the Company’s common stock is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss at the purchase, sale, issue or cancellation of the Company’s own equity instruments.

–Offsetting

Even when the Company has the legally enforceable right, in certain cases, for a compensation of financial assets and liabilities, as of the date of this consolidated financial statements, the Company does not have the intention of compensating a liability with an asset, nor expect in the short term to require it. Therefore, deposits received in guarantee are presented separately from accounts receivable.

b.Cash and cash equivalents – Cash and cash equivalents consist mainly of bank deposits in checking accounts and readily available daily investments of cash surpluses with immediate availability as well as cash equivalents designates for expenditure, held in trust (see Note 5). Cash is stated at nominal value and cash equivalents are valued at fair value that does not exceed their market value; the yields, which are recognized as interest income as it accrues.

c.Machinery, equipment and improvements on leased assets

–Recognition and measurement – Machinery, equipment and improvements to leased assets are recognized at acquisition cost less accumulated depreciation and any accumulated impairment losses. The acquisition cost includes expenses directly attributable to the acquisition of the asset.

When significant parts of an asset of machinery, equipment and improvements to leased assets have different useful lives, they are accounted for separately as a component of the asset.

Gains and losses from sales or retirements of machinery, equipment and improvements to leased assets are determined comparing the proceeds from the sale or retirement against the book value of machinery, equipment and improvements to leased assets and are recognized net in other income in the consolidated statement of profit and loss and other comprehensive income.

–Subsequent costs – The cost to replace a part or item of machinery, equipment and improvements to leased assets are recognized in the value of the asset when it is probable that future economic benefits associated with that part will flow to the Company and its cost can be measured reliably. The net value of the replaced item is derecognized at its net book value. Minor maintenance costs are recognized in the consolidated statement of profit and loss and other comprehensive income.

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–Depreciation – Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other substitute value of that cost based on the straight-line method, this is the value that reflects more certainty the expected pattern of consumption of future economic benefits implicit in the asset. The Company does not determine residual values ​​for machinery, equipment, improvements to leased assets as they are not considered to be material.

–Depreciation of machinery and equipment is recognized in the consolidated statement of profit and loss and other comprehensive income and is calculated under the straight-line method based on the useful lives of the related assets. Also, improvements to leased assets are amortized using the straight-line method based on the remaining useful life of the improvements or the lease term, whichever is shorter. The estimated useful life and the depreciation method are reviewed at the end of each year, and the effect of any changes in the recorded estimate is recognized on a prospective basis.

Lands are not depreciated.

The estimated useful lives for the current period and comparative period are as follows:

		Useful life (years)		Annual depreciation rate
Machinery and equipment		10		10%
Office furniture and equipment		10		10%
Computer equipment		3.3  – 4		25% - 30%
Transportation equipment		4 – 5		20% - 25%
Communication equipment		3.3 – 4 – 10		10% - 25% - 30%
Improvements on leased assets		10 – 20		5% – 10%

d.Intangible assets

– Improvements to concession assets – Improvements to concession assets are accounted for as improvements that are made pursuant to the MDP and improvements carried out by the daily operation of the Company’s airports. All infrastructure investments made ​​by the airports will be returned to the Mexican government or the government of Jamaica as applicable at the end of the term of the Concession.

Under the Company’s concession agreements, through the MDP agreed with each government every five years, the Company is committed to carry out various improvements, upgrades and additions to each of its airports on an annual basis in the case of Mexican airports and every five years in Jamaica. In exchange for investing in those additions and upgrades, each government grants the Company the right to obtain benefits for services provided using those assets. The Company, as the operator of the concession assets, recognizes an intangible asset as it receives a right granted by each government to charge users for the public service associated with the use of its airports. Minor maintenance costs are recognized in the consolidated statement of profit and loss and other comprehensive income as they are incurred.

– Airport concessions – The Company recognized an intangible asset of the Concession granted by the SICT to manage and operate each of the airports in Mexico for 50 years since its acquisition. In regards to MBJA, the Company recognized an intangible asset at the fair value of the concession to operate and develop that airport until 2034 according to the determination of fair values resulting from the acquisition of DCA and MBJA in accordance with IFRS 3 Business Combinations. Likewise, PACKAL recognized an intangible asset for the amount specified in the contract with the AAJ for the right to operate the airport at the time control was assumed and for a period of 25 years.

– Rights to use airport facilities – Rights to use airport facilities in Mexico are recorded based on the acquisition cost of the assets recorded by ASA and transferred to the Company according to the Concession granted, in order to manage, operate and develop them during the Concession term. In MBJA and PACKAL no rights to use airport facilities were identified.

– Other acquired rights – These rights related to payments made by the Company after the date the Mexican concessions were granted, in order to early-terminate certain long-term lease contracts that existed at that time between ASA and third-party leaseholders, these rights are recorded based on their acquisition cost. In MBJA and PACKAL there are no other acquired rights. In the acquisition of GWTC, an intangible asset was recognized for the fair value of the right to use the facilities of the (free trade zone bonded warehouses) to operate and exploit them until 2032 and 2033, in accordance with IFRS 3, Business Combinations.

– Amortization – After its initial recognition, intangible assets are valued at acquisition cost plus capitalized borrowing costs, less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statement of comprehensive income under the straight line method applied to the shorter between the estimated period of future economic benefits the intangible assets will generate, and the concession period, from the date they are available for use.

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Amortization periods for the current and comparative period are as follows:

		Period (years)		Annual amortization rate
Improvements to concession assets		12.5 – 20		5% - 8%
Airport concessions		18 – 25 – 49		2% - 4% - 5.5%
Rights to use airport facilities		10 – 49		2% - 10%
Other acquired rights		44 – 48		2%
Right to operate bonded warehouses		8		12.5%

The amortization method and useful lives are reviewed at each year end date and adjusted prospectively if necessary.

e.Capitalized borrowing costs – Machinery and equipment, as well as improvements to concession assets are measured at historical cost and when they are considered qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until the time such assets are substantially ready for their intended use. Investment income earned on the temporary investment of specific borrowings while they remain used is deducted from the borrowing costs eligible for capitalization.

f.Impairment of financial and non-financial assets (tangible and intangible)

– 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, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. 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.

The Company always recognizes lifetime ECL for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

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.

– 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

•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.

–Credit-impaired financial assets

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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. Evidence that a financial asset is credit-impaired includes observable data about the following events:

(a)significant financial difficulty of the issuer or the borrower;

(b)a breach of contract, such as a default or past due event;

(c)the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

(d)it is becoming increasingly probable that the borrower will enter bankruptcy or other financial reorganization; or

(e)the disappearance of an active market for that financial asset because of financial difficulties.

– Non-financial assets – Non-financial assets of the Company are assessed at each period end date to determine whether there is any indication of impairment. If there is such an indication of impairment, management estimates the recoverable amount.

The recoverable amount of an asset or cash-generating unit is the higher of the asset’s value in use and fair value less costs of disposal. To determine the asset’s value in use, the estimated future cash flows are discounted to present value using an appropriate discount rate before tax that reflects current market conditions in relation to the time value of money and the risks specific to the asset. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating unit or CGU). An impairment loss is recognized immediately in profit and loss.

The individual airports of the Company in Mexico cannot be considered as separate cash-generating units, as the bidding process, in which it decided to sell up to 15% of the shares representing the capital stock of the holding company Shares of the companies that were received for the concession, and made by the Mexican Federal Government that included the package of twelve airports, and therefore the Company is required to operate and maintain all 12 airports independently of the results they generate individually. Considering the above, if there are indicators of impairment that exist, the Company performs an impairment assessment on a consolidated basis with Mexican companies. Moreover, the value of the assets of MBJA, PACKAL and GWTC are individually valued at the end of each period to determine whether there are indications of impairment to be single separate cash-generating units.

When an impairment loss is reversed in subsequent periods, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimated recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had an impairment loss not been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit and loss, unless the relevant asset is recognized on a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

The CGU’s are tested for impairment annually or more frequently when there are indications that the CGU may be impaired. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill, if it exists, and is allocated to the CGU and then to the other assets of the CGU pro rata basis and based on the book value of each asset within the CGU. Any impairment loss of goodwill is recognized directly in profit and loss.

g.Derivative financial instruments and hedge accounting – The Company uses derivative financial instruments, specifically interest rate CAPS and SWAPS, to hedge its exposure to the risk of an increase in the interest rate arising primarily from debt instruments.

Derivatives are initially recognized at fair value at the date the derivative contract is entered into and subsequently remeasured at fair value at the end of each reporting period.

The gain or loss is recognized in the consolidated profit or loss statement immediately, unless the derivative is designated as a hedging instrument and is considered to be effective. In which case the gain or loss is recognized in other comprehensive income. The timing of the recognition of the hedging instrument in earnings will depend on the nature of the hedge.

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The Company may designate certain instruments as hedges for accounting purposes if at inception of the hedge, it documents the relationship between the hedging instrument and the hedged item, as well as the risk management and management strategy objectives for undertaking various hedging transactions.

Additionally, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting the exposure to changes in fair value or changes in cash flows of the hedged item attributable to the hedged risk, which is when the hedges meet all of the following hedge accounting requirements:

•there is an economic relationship between the hedging instrument and the hedged item;

•the effect of credit risk does not dominate the value of the changes that were related to the economic relationship; and

•the coverage ratio of the hedges is the same as the result of the amount of the hedged item that the Company actually covers and the amount of the hedging instrument that the Company actually uses to cover that amount of the hedged item.

If a hedge fails to meet the coverage effectiveness requirement related to the hedging relationship, but the risk management objective for that designated hedging relationship remains the same, the Company adjusts the hedging relationship (i.e. rebalance coverage) to meet the qualification criteria again.

Cash flow hedges

The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the financial instrument of cash flow hedge reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included in the ‘financial cost’ line item.

Amounts previously recognized in OCI and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are removed from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. This transfer does not affect other comprehensive income. Furthermore, if the Company expects that some or all of the loss accumulated in the cash flow hedge reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.

The Company discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognized in other comprehensive income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in cash flow hedge reserve is reclassified immediately to profit or loss.

h.Business combinations – Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities assumed by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss and other comprehensive income statement as incurred.

Transaction costs, different from those associated with the issuance of debt or capital, and incurred by the Company in connection with a business combination are expensed as incurred.

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i.Other intangible assets – Costs incurred in the development phase, as well as other intangible assets that meet certain requirements and which the Company has determined will have future economic benefits, are capitalized and amortized based on the straight-line method. Expenditures that do not meet such requirements, as well as research costs, are recorded in the results of the period in which they are incurred.

j.Leases – The Company has consistently applied the accounting policies to all periods presented in these consolidated financial statements.

The Company recognizes the right-of-use assets and lease liabilities for most leases, that is, these leases are in the consolidated statement of financial position in the short and long term, except for short term leases (12 months or less) and those of low value , for these leases, the Company recognizes rent payments as an operating expense under the straight-line method through the term of the lease, unless another method is more representative of the pattern of time in which the economic benefits from the consumption of the leased assets.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease contract.

Lease payments included in the measurement of the lease liability comprise the following:

•fixed payments, including in-substance fixed payments;

•variable lease payments that depend on an index or a rate, initially measured using the index or;

•amounts expected to be payable under a residual value guarantee;

•the exercise price under a purchase option that the Company is reasonably certain to exercise, and

•lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option.

Amortization of right of use asset – After initial recognition, amortization is recognized in the consolidated statements of profit or loss in accordance with the straight-line method applied to the period of the lease contract from the commencement date of the leased asset.

Lease payments are allocated between financial expenses and the reduction of lease obligations in order to achieve a constant interest rate on the remaining balance of the liability. Financial expenses are charged directly to profit or loss for the year within the finance cost line item.

–As a lessor

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term. The initial direct costs incurred in the negotiation and arrangement of the operating lease are added to the book value of the leased asset and recognized under a straight line through the term of the lease.

The outstanding amounts of financial leases are recognized as receivable leases for the amount of the net investment in the leases. Income from financial leases is allocated to accounting periods to reflects a constant periodic rate of return on net insoluble investment with respect to leases.

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If an arrangement contains lease and non-lease components, then the Company applies the policy to allocate the consideration in the contract.

k.Provisions and contingent liabilities – Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, 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.

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 surrounding 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 some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, an account receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Provisions are classified as current or noncurrent based on the period of time estimated to meet the obligations covered.

A contingent liability is a possible obligation that arises from a past event and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Company, or a present obligation that arises from a past event but 1) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or 2) the amount of the obligation cannot be measured with sufficient reliability. A contingent liability is not recognized in the consolidated financial statements, but rather is disclosed unless the probability of an outflow of resources embodying economic benefits is remote.

l.Direct employee benefits – The Company provides its employees in Mexico and abroad with different types of benefits. In Mexico, the liabilities for direct employee benefits are recognized based on the services rendered by employees, considering their most recent salaries. These benefits primarily include statutory employee profit sharing (PTU) payable, compensated absences, vacations and vacation premium and other incentives. The PTU is recorded in the consolidated statement of profit or loss when it is incurred and presented under operating cost.

m.Employee benefits – The seniority premium liability is calculated by independent actuaries based on the projected unit credit method using nominal interest rates. The measurements of the defined benefit liability, which includes actuarial gains and losses and the effect of the asset ceiling, are recognized immediately in other comprehensive income. The Company has determined the net interest income for the defined benefit liability net of the period applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset), considering any change in the liability (asset) for net defined benefit during the period as a result of contributions and benefits payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit and loss in the year.

The past service cost is recognized in the profit or loss in the year in which the plan was amended. Interest is calculated using the discount rate at the beginning of the period the balance of the defined benefit obligation. Defined benefit costs are classified as follows:

–Cost of service (including current service cost, past service cost and gains and losses on reductions and compensations).

–Interest expenses.

–Remeasurements.

The Company presents the first two components of defined benefit cost as an expense in the cost of services. The reduction and early liquidation of obligations are recognized as past service costs.

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Contributions to benefit plans of defined contribution retirement are recognized as expenses overtime as the employees render services that give them the right to contributions.

Remeasurements of the net defined benefit liability, which comprises actuarial gains and losses and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in Other Comprehensive Income.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Any liability for compensation / vendors is recognized when the Company can no longer withdraw the offer of compensation which creates a constructive obligation and / or when the Company recognizes related restructuring costs.

n.Revenue recognition –Aeronautical and non-aeronautical revenues are recognized at their fair value, in the same period subsequent to the time passengers depart, planes land or other services are provided, as applicable considering that the events that occur and services that are rendered in any given month are invoiced and recognized within that same month.

– Aeronautical services – The majority of the revenues in México are derived from rendering aeronautical services, related to the use of airport facilities by airlines and passengers. These revenues are regulated by the SICT through a “maximum rate” per “workload unit.” 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. A workload unit is currently equivalent to one terminal passenger (excluding passengers in transit) or 100 kilograms (220 pounds) of cargo. Moreover, in MBJA and PACKAL aeronautical revenues correspond to the fee for passengers and security, which are collected by airlines who also invoice other charges for landing and parking aircraft.

– Revenues from non-aeronautical services – Revenues from non-aeronautical services consist mainly of leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees charged to third parties providing food catering and other services at the airports, VIP Lounges, Publicity, Convenience Store lodging services and other miscellaneous income Since July 1° 2024 the Company recognized revenues from handling storage and custody services in facilities considered as bonded warehouses.

Commercial space within the terminals is leased through operating lease agreements, based on either a monthly fixed rent variable charges based on the higher between a minimum monthly rent or a percentage of the lessee’s monthly revenues. Rental income from the Company’s leases is recognized on a straight-line basis over the term of the relevant lease.

– Revenues and cost of improvements to concession assets – In conformity with IFRIC 12, the Company recognizes revenues and the associated costs of improvements to concession assets which it is obligated to perform at the airports as established by the MDP. Revenues represent the value of the exchange between the Company and the government with respect to the improvements, given that the Company constructs or provides improvements to the airports as obligated under the MDP and in exchange, the government grants the Company the right to obtain benefits for services provided using those assets. The Company has determined that its obligations per the MDP should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the MDP are included in the maximum tariff it charges its customers and therefore it recognizes the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP. Through bidding processes, the Company contracts third parties to carry out such construction.

The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The services are contracted with independent third parties, and the assignment of its execution is carried out through a bidding process.

o.Foreign currency transactions – Transactions in currencies other than the functional currency of the Company (foreign currencies) are recognized using exchange rates prevailing on the dates in which the transactions occur. At the end of each reporting period, monetary items denominated in foreign currencies are converted at the exchange rates prevailing at that time.

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Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the exchange rates prevailing at the date of the consolidated financial statements. Exchange fluctuations are recorded in the results of the period within the financial costs and presented as exchange gain or loss, on a net basis in the consolidated profit or loss and other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are converted at the exchange rate at the date of the transaction.

Foreign currency differences are generally recognized in profit or loss and presented within finance costs.

However, currency translation reserve arising from the translation of the following items are recognized in OCI:

– an investment in equity securities designated as at FVOCI;

– a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective;

– and qualifying cash flow hedges to the extent that the hedges are effective.

p.Conversion of foreign operations – The assets and liabilities of foreign operations and the fair value adjustments arising from the acquisition, are translated at the exchange rates prevailing at the reporting date. Revenues and expenses of foreign operations are translated at the average exchange rate for the period of transactions.

The differences associated with foreign currency translation of foreign operations to the presentation currency (pesos) are recognized in other comprehensive income and presented in the foreign currency translation reserve in equity.

q.Income taxes – Current income tax is recorded in the income statement of the year in which it is incurred. The expense for income taxes includes both the current tax and deferred tax. Deferred and current tax are recognized in the consolidated statement of profit or loss, except when they are related to items recognized in other comprehensive income, or directly in equity, in which case the deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

Current tax expense is the tax payable that is determined for the year, using tax rates enacted or substantially enacted at the reporting date, plus any adjustment to tax payable in respect of previous years. Taxable income differs from profit or loss "income before income taxes" reported in the consolidated statements of comprehensive income because there are items of income or expense that are taxable or deductible in other years and items that will never be taxable or deductible.

Deferred income tax is calculated by applying the statutory rate for temporary differences, resulting from comparing the accounting and tax assets and liabilities, and when applicable, the benefits from tax loss carryforwards (that are paid in previous years and expected to be recovered in future periods in accordance with the rules established in the tax laws, to the extent that it is probable the existence of future taxable profit that can be applied against such tax benefits) and certain tax credits.

The Company has determined that the overall minimum tax payable under the Pillar 2 model of the Organization for Economic Cooperation and Development’s Inclusive Framework on Base Erosion and Profit Shifting (Pillar 2 income taxes) falls within the regulatory framework of IAS 12 Income Taxes. The Company has determined that the effects indicated by the standard would not

be applicable to it and in case of occurrence would be before the application of the temporary mandatory exemption of the deferred

tax accounting for the impacts of the complementary tax and would account for it as a current tax when it is incurred.

The rates applied to determine the deferred tax are those that correspond to the year in which it is expected the reversal of the temporary difference.

The Company did not recognize deferred taxes for the following items:

– Initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor tax results.

– Differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future and where the Company has the power to control the reversal date.

– At the time of any transaction, that does not affect the accounting or tax result and does not give rise to temporary differences, taxable and deductible.

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r.Earnings per share – Basic earnings per common share are calculated by dividing consolidated net income by the weighted average number of outstanding shares during the period, adjusted by repurchased shares retained in treasury. The Company does not have any potentially diluted shares; and therefore, basic and diluted earnings per share are the same.

s.Finance cost and finance income – Finance income comprises interest income from investments in debt securities, changes in the market value of financial assets at FVTPL and gains on hedging instruments that are recognized in the consolidated statements of comprehensive income, among other concepts. Interest income is recognized when it's occurred probable that the economic benefits will flow to the Company and the amount can be reliably measured. Interest income is recorded on a regular basis, with reference to the capital invested and the effective interest rate.

Finance cost comprise interest costs of loans net of interest cost capitalized on qualifying assets, changes in the market value of profit or loss and financial assets at FVTPL, losses on hedging instruments that are recognized in the consolidated statement of profit or loss comprehensive income, interest paid to the tax authorities, among other items. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the consolidated statement of profit or loss comprehensive income, using the effective interest method.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

–the gross carrying amount of the financial asset; or

–the amortized cost of the financial liability.

t.Operating segments – An operating segment is a component of the Company:1) that is engaged in business activities from which it may earn revenue and incur expenses, including revenues and expenses relating to transactions with other components of the Company, 2) whose operating results are regularly reviewed by Company’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and 3) for which discrete financial information is available. The Company has determined that its Chief Executive Officer is its CODM. Each of the airports of the Company represents an operating segment. The Company has determined that its reportable segment, based on quantitative tresholding testing, to be the Guadalajara, Tijuana, Puerto Vallarta, San José del Cabo, Montego Bay, Hermosillo and Guanajuato airports. The operating segment information relating to the remaining seven airports are combined and reported under the “Other airports”. The corresponding information related with SIAP (a company that provides highly qualified professional services), CORSA (a company that provides specialized operational services in aeronautical industry), PCP (a company that manages the parking lot operation), ADP (company that provides commercial services), IEM (a company subleasing the cargo operation areas and hangars), AHP (company that manages the operation of hotels), Fundación GAP, DCA, Company’s own operation (including investments in subsidiaries), GWTC (company controlling bonded warehouses in Guadalajara and Puebla) and DTI (infrastructure studies company), as well as the was combined and included under the “Other Companies”. Segment profit and loss is determined based on income before income taxes. The accounting policies used in reporting segment information are the same as those used in the preparation of these consolidated financial statements, except for those investments in subsidiaries that are accounted for under the equity method for purposes of determining segment assets and segment profit and loss reported under the “Other Companies”.

u.Cash flow statement – The Company presents cash flows from operating activities using the indirect method, in which the net income is adjusted for the effects of transactions that do not require cash flows including those associated with investing and financing activities. Additionally, the Company has elected to present cash paid for interest as part of the financing activities and cash received from interest income as part of its operating activities.

4.Financial risk management

The Company is exposed to the following risks from the use of financial instruments:

-Credit risk

-Liquidity risk

-Market risk

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This note presents information about the Company’s exposure to each of the above risks, the objectives, policies and processes of measuring and risk management of the Company. In different sections of these consolidated financial statements, the Company has included additional in-depth disclosures.

As of December 31, 2022, 2023 and 2024, financial instruments held by the Company are comprised of the following:

		December 31, 2022					December 31, 2023					December 31, 2024
Financial assets
Cash and cash equivalents		Ps.		12,371,464			Ps.		10,055,211			Ps.		13,466,027
Trade accounts receivables net				2,368,342					2,251,229					2,696,831
Derivative financial instruments				292,697					167,696					18,256
Financial liabilities at amortized cost
Short and long-term debt securities		Ps.		26,457,588			Ps.		31,255,588			Ps.		36,903,722
Current and long-term bank loans				7,887,749					9,312,108					11,086,157
Accounts payable (1)				2,696,573					2,743,873					3,241,369
Financial liabilities at Fair Value
Derivative financial instruments				51,205					26,990					11,490
Liabilities for assets in lease				61,625					52,691					40,041

(1)Include suppliers, other suppliers, AMP and other accounts payable

Financial risk management objectives – The Audit Committee of the Company is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established for identifying and analyzing potential risks, to set appropriate limits and controls, and for monitoring such risks on an ongoing basis. Policies and risk management systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop an environment of disciplined and constructive control in which all employees understand their roles and obligations.

The Audit Committee of the Company supervises how management monitors compliance with policies and procedures of risk management, and reviews what is appropriate to the risk management framework in relation to the risks faced by the Company. The Audit Committee is supported in its oversight role by the Company’s Internal Audit Function. Internal Audits perform routine and special reviews of controls and risk management procedures, and report their results directly to the Audit Committee.

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Credit risk – Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company and arises primarily from trade accounts receivable and the Company’s investments, including investment funds and derivative financial instruments.

–Accounts receivable and others – The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographic characteristics of its customers, including the default risk of the industry and country in which its customers operate, as these factors could also affect credit risk, particularly considering the recent economic downturn. The main source of income for the Company is the Passenger Charge Fees (TUA) and leasing revenues from commercial areas in its airports. The TUA is charged to each departing passenger (except diplomat, infant or transit passenger), and is collected by the airlines and subsequently refunded to the airports. For the years ended December 31, 2022, 2023 and 2024 the revenues for TUA represented 52.8%, 48.3% and 46.6% of the total revenues, respectively. The leasing revenues from commercial areas are collected from other clients, which are not airline customers.

The 34.0%, 32.4% and 31.5% of the Company’s revenues in 2022, 2023 and 2024 are derived from the TUA collected by three major client airlines, which collect the TUA and remit it to the airports. However, geographically there is no credit risk concentration because airports are located in different cities in Mexico and Jamaica, and therefore if one airport has an operating problem the other airports would not be affected. In addition, 82.9%, 83.9% and 80.1% of aeronautical and non-aeronautical revenues earned during the years ended December 31, 2022, 2023 and 2024, respectively, were generated by seven of the Company’s airports (Guadalajara, Tijuana, San José del Cabo, Puerto Vallarta, Montego Bay, Guanajuato and Hermosillo).

The Company has a credit policy under which each new customer is analyzed individually for creditworthiness before offering the standard terms and conditions of payment and delivery of the services provided by the Company. The review of the Company includes external ratings, when they are available, and in some cases bank references. Every customer has established credit limits, which must be approved by the Company’s management and are reviewed periodically.

The Company has entered into agreements with all its airline customers to collect the TUA in Mexico, by who receives the payment for the use of the airport services collected from the passengers on behalf of the airports. According to these agreements, each customer airline could have a grace period of up to a maximum of 60 days to reimburse the airport for the TUA paid by passengers. If an airline customer needed a credit term of up to 60 days, it must provide a guarantee to the airport covering this period in the form of a bond, or cash equivalent of 30 days more than the estimated consumption for the credit period requested by that airline.

In the event of insolvency of any airline or a notice by the authorities on suspension of operations, the Company may recover the unpaid amounts regarding TUA up to the value of the guarantee. In order to mitigate credit risk with its customers, mainly TUA, airlines have granted ​​cash guaranties, which are reported as deposits received, in the consolidated statements of financial position, in addition to the cash guaranties of other commercial customers. As of December 31, 2022, 2023 and 2024, the Company has customer deposits received in guarantee of Ps.916,961, Ps.1,022,148 and Ps.1,144,288, respectively. These deposits are considered long-term based on the duration of the contracts signed with these airlines and the expectation that they will maintain long-term operations at the Company’s airports.

When reviewing credit risk, management groups the Company’s clients according to their credit characteristics that include whether the customer is an individual or a corporation, if they are airline customers, commercial customers, aging and the existence of previous financial difficulties.

The Company systematically and periodically reviews the aging and collection of trade accounts receivable and recognizes a change in credit loss according to the average loss rated.

The Company determines the expected credit losses on these items using a provision matrix, estimated based on the historical experience of credit losses, the past due status of customers and adjusted as appropriate to reflect current conditions and estimates of future economic conditions.

As a result, the credit risk profile of these assets is presented based on their maturity status in terms of the provision matrix. Note 6 includes additional details on the estimate for losses for these assets.

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The following tables presents information on the exposure to credit risk and expected credit losses for accounts receivable from customers as of December 31, 2022, 2023 and 2024.

Balance of the trade account receivables as of December 31, 2022		Weighted average loss rate		Balance of the trade account					Amount of credit loss					Credit impairment
Current (not past due)		0%		Ps.		2,244,320			Ps.		-			No
1 to 30 days past due		7.00%				87,863					6,174			No
31 to 60 days past due		17.30%				38,892					6,716			No
61 to 90 days past due		34.60%				15,526					5,369			No
More than 90 days past due		100%				97,221					97,221			Yes
Legal		100%				87,141					87,141			Yes
				Ps.		2,570,963			Ps.		202,621

Balance of the trade account receivables as of December 31, 2023		Weighted average loss rate		Balance of the trade account					Amount of credit loss					Credit impairment
Current (not past due)		0%		Ps.		2,083,956			Ps.		-			No
1 to 30 days past due		3.50%				124,985					4,413			No
31 to 60 days past due		13.00%				48,939					6,354			No
61 to 90 days past due		16.90%				4,955					839			No
More than 90 days past due		100%				100,540					100,540			Yes
Legal		100%				79,090					79,090			Yes
				Ps.		2,442,465			Ps.		191,236

Balance of the trade account receivables as of December 31, 2024		Weighted average loss rate		Balance of the trade account					Amount of credit loss					Credit impairment
Current (not past due)		0%		Ps.		2,500,049			Ps.		-			No
1 to 30 days past due		8.6%				157,478					13,554			No
31 to 60 days past due		27.20%				58,208					15,852			No
61 to 90 days past due		27.60%				14,497					3,994			No
More than 90 days past due		100%				40,618					40,618			Yes
Legal		100%				22,286					22,287			Yes
				Ps.		2,793,136			Ps.		96,305

Expected loss rates are based on actual credit loss experience over the past three years. These rates are multiplied by scaling factors to reflect differences between economic conditions during the period in which the historical data has been collected, the current conditions and the Company’s view of economic conditions over the expected life of the trade account receivables.

–Financial instruments held for trading purposes – The Company limits its exposure to credit risk by investing in government-backed securities. Management constantly monitors credit ratings to anticipate any counterparty defaults.

–Liquid funds and derivative financial instruments – The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by recognized rating agencies.

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Liquidity risk – The risk of liquidity means the possibility that the Company will have difficulty to fulfill its obligations related to its financial liabilities that will be paid in cash or another financial asset. The Company focuses its liquidity management to ensure, as much as possible, that it will have sufficient liquidity to comply with its obligations at their maturity date, both in normal and in extraordinary conditions, without incurring in unacceptable losses or risking the reputation of the Company.

The Company utilizes its budget, prepared at a cost center level, to allocate resources to render its services, which helps to monitor cash flow requirements and to optimize the performance of its investments. Generally, the Company ensures availability of sufficient cash flows to cover operating expenses for a period of 60 days, including payment of its financial debt, the aforementioned excludes the possible impact of extreme circumstances that are not reasonably predictable, such as natural disasters. The Company has external financing as described in Note 16 for compliance with its obligations under the MDP, whereas for other obligations it uses cash flows from operating activities and resources received at the maturity of its financial investments. As of December 31, 2022, the Company has credit line available to dispose for USD$30.0 million. As of December 31, 2023 and 2024, there were no credit lines committed pending to dispose.

The following is a table with a summary of the Company’s contractual maturities for its financial liabilities, including the interest to be paid, as of December 31, 2024:

		December 31, 2024
		Weighted average of effective interest rate				Less than 1 month					From 1 to 3 months					From 3 months to 1 year					From 1 year to 5 years					More than 5 years					Total
Long-term debt securities (fixed rate)						Ps.		—			Ps.		—			Ps.		1,500,000			Ps.		6,598,000			Ps.		8,895,132			Ps.		16,993,132
Long-term debt securities (variable rate)								—					3,000,000					2,500,000					14,410,590					—					19,910,590
Fixed rate loans								—					—					—					3,871,246					232,008					4,103,254
Variable rate bank loans								—					1,560,659					5,422,244					—					—					6,982,903
Fixed rate interest			8.50	%				11,369					521,884					1,028,697					4,670,789					1,284,763					7,517,502
Variable rate interest			8.94	%				175,741					435,273					887,339					825,997					—					2,324,350
Cash flow hedges			6.04	%				9,523					(223	)				(369	)				—					—					8,931
Trade accounts payable and other payables		N/A						612,169					1,742,326					—					—					—					2,354,495
AMP		N/A						—					—					704,612					—					—					704,612
'Liabilities for assets in lease		N/A						1,383					2,898					12,104					23,656					—					40,041
						Ps.		810,185			Ps.		7,262,817			Ps.		12,054,627			Ps.		30,400,278			Ps.		10,411,903			Ps.		60,939,810

The interest payable from loans with variable interest rates was determined based on projected interest rates, plus the basis point adjustment corresponding to each bank loan.

The Company has bank loans, which include, among other obligations, restrictions that limit the destination of the resources, in addition to maintaining some financial ratios, as described in Note 16.

Market risk – Is the risk that changes in market prices, such as exchange rates, interest rates and prices of equity instruments that may affect the amount of the Company’s financial instruments. The Company’s market risk management objectives include controlling the risk exposures between acceptable parameters, while optimizing profits.

The Company in certain cases enters into derivatives instrument contracts to manage market risks. These transactions are in-line within the policies established by management. The Company also applies hedge accounting to minimize the volatility in profit or loss associated with certain financial instruments.

–Foreign exchange risk – The Company is exposed to currency risk for its revenues and trade accounts receivable denominated in a currency other than the functional currency of the Company. The foreign currencies in which transactions are primarily denominated is the U.S. dollar (USD) (Note 29).

In Mexico, the tariffs to be charged to international passengers and international flights are published in the Official Gazette of the Federation (Diario Oficial de la Federación) in USD, however, in accordance with Mexican law these tariffs are billed and collected in Mexican pesos. A significant depreciation of the peso during the last two months in each year could lead to an increase in aeronautical

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revenues that could lead to exceeding the maximum tariff per traffic unit allowed, which may be a breach of compliance with the Concession’s maximum rates of each airport. If a significant depreciation of the peso occurs, the Company may be required to provide discounts to avoid exceeding the maximum tariffs. On the other hand, a significant appreciation of the peso could lead to our rates substantially decreasing. The Company has no way to recover the lost revenue if it charges less than the maximum rate as a result of a significant appreciation of the peso.

In MBJ, the tariffs are billed and charged to domestic and international passengers in USD, which are assimilated into a fixed amount for 12 months (from April to March), and then updated for inflation in the United States. In January 2020, the new tariffs approved by the Jamaican Civil Aviation Authority (JCAA) in December 2019 came into effect, where the increase in the rate for international passengers was USD$19.34 to USD$24.74 per person and domestic passenger’s tariffs remained USD$5.52 per person. Therefore, the Company’s revenues would not be exposed to a possible devaluation or appreciation of the Jamaican dollar against the US dollar.

In PACKAL, the tariffs are billed and charged to domestic and international passengers in USD, which they are assimilated into a fixed amount for 12 months (from April to March), and then updated for inflation in the United States. In April 2020, the new tariffs approved by the Jamaican Civil Aviation Authority (JCAA) in December 2019 came into effect, where the increase in the rate for international passengers was USD$16.81 to USD$28.80 per person and increase in domestic passenger’s tariffs was USD$5.83 to USD$9.99 per person, therefore, the Company’s revenues would not be exposed to a possible devaluation or appreciation of the Jamaican dollar against the US dollar.

While the Company can ensure that it does not exceed the maximum rates in Mexico as mentioned above, the depreciation of the Mexican peso can have a positive effect on commercial revenues and aeronautical revenues, while that appreciation of the Mexican peso generally has a negative effect. The rates applied to international passengers, international flights and some of our commercial contracts are denominated in USD and are billed and collected in Mexican pesos translated at the average exchange rate of the previous month. Therefore, the depreciation of the Mexican peso against the dollar results in the Company obtaining more Mexican pesos than before the depreciation, while the appreciation of the Mexican peso against the USD results in the Company obtaining less Mexican pesos. As the Mexican peso appreciates against the USD, the Company obtains fewer Mexican pesos which could result in a decrease in profit, especially if the appreciation continues or exceeds historical levels. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a consequence of the depreciation of the peso, or as a result of other factors.

In MBJA and PACKAL, expenses are comprised 70% in USD, with the rest payable in Jamaican dollars. An appreciation of the Jamaican dollar would therefore increase expenses in USD terms.

The following is a sensitivity analysis of the Company financial assets and liabilities denominated in USD, if the peso were to depreciate or appreciate by 10%, which is the amount management considers reasonably possible of occurring at year end:

		USD amounts on December 31, 2024					Peso amounts at exchange rate of Ps. 20.2683 on December 31, 2024					Peso amounts if exchange rate depreciated 10%					Peso amounts if exchange rate appreciated 10%
Thousands of U.S. dollars:
Financial assets:			246,540					4,996,937					4,542,670					5,496,631
Cash and cash equivalents			25,967			Ps.		526,316			Ps.		478,470			Ps.		578,948
Trade accounts receivable			272,507					5,523,253					5,021,140					6,075,579
Financial liabilities:
Accounts payable			(61,465	)				(1,245,793	)				(1,132,540	)				(1,370,373	)
Bank loans			(306,447	)				(6,211,157	)				(5,646,506	)				(6,832,272	)
			(367,912	)		Ps.		(7,456,950	)		Ps.		(6,779,046	)		Ps.		(8,202,645	)
Net asset position			(95,405	)		Ps.		(1,933,697	)		Ps.		(1,757,906	)		Ps.		(2,127,066	)

Interest rate risk – The Company is exposed to fluctuations in interest rates on financial instruments, such as investments, loans and debt issuances. The Company monitors its interest rate risk and when bank loans are entered into with variable interest rates, it determines whether it should enter into derivative financial instruments, in order to reduce its exposure to the risk of volatility in interest rates type CAP and SWAPS. The negotiation with derivative financial instruments is only entered into with institutions of high repute and credit rating. The Company does not enter into financial instruments for speculative purposes.

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The Company was exposed to LIBOR reference interest rate, which is subject to the reference interest rate reform. As indicated in Note 16, the loans include debt contracted at a variable rate in US dollars. The Company adopted the transition to new benchmark interest rates, this includes announcements made by regulators of LIBOR on the transition to SOFR rate.

As a result of this, the Company determined that LIBOR exposure allowed an easy transition to the new SOFR rate beginning in September 2023, the Company’s derivative instruments only hedge the positions at a variable rate in pesos (Note 15).

Fluctuations in interest rates impact primarily loans, changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt). Management does not have a formal policy to determining how much exposure the Company should have to fixed or variable rates. However, when getting new loans, management uses its judgment to decide if it believes that a fixed or variable rate would be more favorable during the term of the loan.

The following sensitivity analysis has been determined based on the exposure to interest rates for both derivatives and non-derivative financial instruments at the end of the reporting period. For loans with variable interest rates, an analysis is prepared assuming the amount of outstanding liability at the end of the reporting period under review has been the current liability for the year. The sensitivity analysis used assumes an increase or decrease of 100 basis points, which is the change management considers reasonably possible of occurring at year end.

The Company has financial debt denominated in pesos and U.S. dollars, which accrues interest at a variable rate based on TIIE 28-days and SOFR 1-month, respectively. If on the 2024 of year-end closing date the variable interest rates to which the Company is exposed had been 100 basis points (higher) or lower than the interest rate at year-end with the other variables remaining constant, the effect on net income and stockholders’ equity for the years ended December 31, 2022, 2023 and 2024 would have been as follows:

		2022					2023					2024
Effect in case of interest rate increase in 100 basis points
Variable rate long term debt		Ps.		(240,679	)		Ps.		(300,056	)		Ps.		(326,275	)
Effect in case of interest rate decrease in 100 basis points
Variable rate long term debt		Ps.		240,679			Ps.		300,056			Ps.		326,275

On May 2, 2017, the Company contracted HSBC México, S.A. (HSBC) for a derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the TIIE rate, the tranche of the “GAP 17” debt securities for a value of Ps.1,500,000 that accrues an interest rate TIIE and is swapped for 7.21%, until the end of the debt securities, the derivative is only for TIIE rate and concluded with the payment of the debt securities on March 31, 2022.

On February 26, 2019, the Company contracted Scotiabank for a derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the TIIE rate the tranche of the “GAP 17-2” debt securities for a value of Ps.2,300,000 that accrues an interest rate TIIE and is swapped for 8.0315%, until the expiration of the debt securities. Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities are recognized, the derivative is only for TIIE rate and concluded with the payment of the debt securities on November 3, 2022.

On February 27, 2019, the Company contracted Scotiabank for a derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the TIIE rate the tranche of the “GAP 19” debt securities for a value of Ps.3,000,000 that accrues an interest rate TIIE and is swapped for 8.03%, until the expiration of the debt securities. Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities are recognized, the derivative is only for TIIE and concluded with the payment of principal on March 22, 2024.

On March 2, 2020, the Company contracted Scotiabank for a derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the TIIE rate the tranche of the “GAP 20” debt securities for a value of Ps.3,000,000 that accrues an interest rate TIIE and is swapped for 6.33%, until the expiration of the debt securities. Changes in fair value are recognized temporarily through other comprehensive income within equity and profit and loss as hedging reserve and are recycled to financial expenses as the interest of the debt securities are recognized, the derivative is only for TIIE rate, and concluded with the payment of principal on February 06, 2025.

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On March 1, 2022, the Company contracted Bank of Nova Scotia two derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the 30-day Libor interest rate on two loans held by MBJA in U.S. dollars totaling USD$34.0 million. The USD$4.0 million SOFR 1-month interest plus 3.10% bearing loan was swapped at a rate of 1.59%, until maturity of the loan. The second loan of USD$30.0 million bearing interest at SOFR 1-month plus 2.85% was swapped at a rate of 1.785% until maturity of the loan in September 2025.

Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative is only for SOFR 1-month rate.

The interest rate profile of the Company interest-bearing financial instruments as of December 31, 2022, 2023 and 2024 is as follows:

		2022					2023					2024
Fixed-rate instruments
Financial liabilities		Ps.		(15,017,675	)		Ps.		(18,798,036	)		Ps.		(21,096,385	)
Effect of interest rate swaps				(6,968,075	)				(6,709,527	)				(3,689,122	)
		Ps.		(21,985,750	)		Ps.		(25,507,563	)		Ps.		(24,785,507	)
Variable-rate instruments
Financial liabilities				(19,327,663	)				(21,769,660	)				(26,893,494	)
Effect of interest rate swaps				6,968,075					6,709,527					3,689,122
		Ps.		(12,359,588	)		Ps.		(15,060,133	)		Ps.		(23,204,372	)

As of December 31, 2022, 2023 and 2024, the amounts at the reporting date relating to items designated as hedged items were as follows:

		2022					2023					2024
Interest rate risk	Variable-rate instruments
Change in value used for calculating hedge ineffectiveness		Ps.		(44,898	)		Ps.		(226,307	)		Ps.		(116,064	)
Cash Flow hedge reserve				130,624					60,720					(4,583	)

The amounts relating to items designated as hedging instruments and hedge ineffectiveness as of December 31, 2022, 2023 and 2024, were as follows:

		2022					2023					2024
Interest rate risk	Interest rate swaps
Nominal amount		Ps.		6,968,075			Ps.		6,709,527			Ps.		3,689,122
Carrying amount				130,624					60,720					(4,583	)
Line item in the consolidated statement of financial position where the hedging instrument is included	Derivative financial instruments (liabilities)
Changes in the value of the hedging instrument recognized in OCI		Ps.		123,197			Ps.		(120,038	)		Ps.		(102,873	)
'Line item in profit or loss affected by the reclassification	Finance costs
Amount reclassified from costs of hedging reserve to profit or loss		Ps.		21,040			Ps.		20,175			Ps.		9,583

The following tables provides a reconciliation by risk category of components of equity and analysis of OCI items and net of tax, resulting from cash flow hedge accounting as of December 31, 2022, 2023 and 2024:

		2022					2023					2024
Cash flow hedges			Hedge Reserve					Hedge Reserve					Hedge Reserve
Balance on January 1		Ps.		29,658			Ps.		130,624			Ps.		60,720
Changes in fair value				123,197					(120,038	)				(102,873	)
Amount reclassified to profit or loss				21,040					20,175					9,583
Changes in deferred tax asset				(43,271	)				29,959					27,987
Balance at December 31		Ps.		130,624			Ps.		60,720			Ps.		(4,583	)

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–Sensitivity analysis for hedge accounting - The methodology used was a sensitivity analysis calculating the estimated fair value based on variations in each of the reference variables individually (keeping the other variables fixed). We emphasize that the sensitivities in the market value consider the change to international standards (IFRS), therefore, it is included in the counterparty risk in the valuation process and in the respective measurement of sensitivities in the fair market value. In the case of sensitivity to reference interbank interest rates, the three scenarios analyzed are:

-Likely: decrease over the entire curve of 25 basis points (0.25%)

-Possible: decrease over the entire 50 basis point curve (0.50%)

-Stress: decrease over the entire curve of 100 basis points (1.00%)

During 2019, the company entered into SWAPS interest rate contracts to cover the interest payments of the “GAP 17-2” and “GAP 19” debt securities and “GAP 20” during 2020, referenced to floating interbank interest rates. With these instruments, GAP will pay amounts based on a fixed rate and will receive amounts based on the TIIE reference rate at the valuation date.

For accounting purposes under IFRS, the Company has designated these contracts as cash flow hedges, so changes in fair value will be recognized through other comprehensive income. The fair value of these instruments is exposed to decreases in interbank interest rates, such exposure is included in the sensitivity table of derivative financial instruments. The Company estimates that an increase in the reference rates would have similar exposures but opposite. As of December 31, 2022, the “GAP 17-2” debt securities concluded with the paid of principal on November 3, 2022.

During 2022, the Company entered into two SWAPS as cash flow hedges to hedge the risk of an increase in the SOFR 1 month rate on two loans held by MBJA in U.S. dollars. Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative only hedge the SOFR 1 month rate.

The fair value of these instruments is exposed to decreases in interbank interest rates, such exposure is included in the sensitivity table of derivative financial instruments. The Company estimates that an increase in the reference rates would have similar exposures, but opposite.

Decrease in interbank interest rates (basis points)
				Likely					Possible					Stress
Type of derivative, value or contract		Hedge type		(25 bps)					(50 bps)					(100 bps)
Hedge accounting derivatives		Cash flow		Ps.		(4,087	)		Ps.		(8,183	)		Ps.		(16,407	)
Total effect on fair value				Ps.		(4,087	)		Ps.		(8,183	)		Ps.		(16,407	)

Capital Management – The policy of the Board of Directors of the Company is to maintain a strong capital position to provide confidence to its investors, creditors, and the market and to sustain future development of the business. The Board of Directors monitors the return on equity, which the Company defines as the net profit divided by the total Shareholders' equity.

The Board of Directors seeks to maintain the optimal balance for the ratio between total liabilities and the Shareholders' equity, which may result from increased levels of bank loans up to the financial structure that it deems optimal, therefore, management seeks authorization from the Board of Directors for any additional debt issuances or for the prepayment of debt. While total liabilities grow in relation to equity and net profit continues to increase, the Company will generate higher returns on capital. The Company has no obligation to maintain a ratio of equity to total liabilities in particular.

The following is the ratio of stockholders’ equity to total liabilities of the Company at the end of the reporting period:

		2022					2023					2024
Shareholders’ equity –controlling interest		Ps.		18,638,866			Ps.		19,781,783			Ps.		22,345,799
Total liabilities				40,677,296					46,500,212					57,031,334
Ratio of total Shareholders’ equity – controlling interest to liabilities				0.5					0.4					0.4

The Company may elect to repurchase its own shares in the stock market, under the following terms and conditions:

–The acquisition has to be previously approved at a Shareholders’ Meeting and be at market price (except in the case of public offerings or auctions authorized by the stock market).

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–If the acquisition is made against the Company’s Shareholders equity and reflects the acquisition within the repurchased shares account. If the Company decides to cancel the shares it reduces common stock accordingly.

–Announcing the amount of common stock issued and paid when determining the authorized stock for repurchase. The Ordinary Shareholders’ Meeting shall expressly agree, for each year, the maximum amount of funds that may be used for the repurchase of the Company’s shares, with the only limitation that the sum of the resources that can be used for this purpose, in no event shall exceed the total balance of retained earnings of the Company.

As long the shares belong to the Company, they are not subject to vote at the Company’s Shareholders’ Meeting, nor do they provide rights or economic benefits and are also not considered when determining a quorum to vote.

During the year, there was no change in the Company’s capital management policy. The Company is not subject to external equity requirements, except for those corresponding to the minimum common stock required by Mexican Companies Law (Ley General de Sociedades Mercantiles).

Fair value of the financial instruments – Except for loans and debt securities, management believes the carrying amounts of financial assets and financial liabilities, recognized at amortized cost in the consolidated financial statements, approximate their fair value due to their short-term maturities.

As of December 31, 2022, 2023 and 2024, the fair value of financial liabilities recognized at amortized cost was Ps.33,910,543, Ps.40,836,961 and Ps.48,256,614, respectively, while their book value is Ps.34,633,794, Ps.41,004,371 and Ps.48,454,441, respectively. The fair value of loans is determined in accordance with generally accepted pricing models based on discounted cash flow analysis determined in accordance with Level 2 of fair value.

The fair value of financial assets and liabilities is determined as follows:

–Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

–Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e., derived from prices) (Level 2); and

–Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3)

The fair value of the derivative financial instruments is determined based on the effect of the relevant economic variables in the future, according to the market valuation curves as of the reporting date and is analyzed with the total exposure in which the Company assigns to variations in the interest rates.

Financial instruments recognized at fair value are categorized according to the fair value hierarchy into levels 1 to 3, and are based on the degree to which their fair value is objectively observable, are:

–Financial instruments classified as fair value – Are classified within Level 2 of the fair value hierarchy.

–Derivative financial instruments – Are classified within Level 2 of the fair value hierarchy.

5.Cash and cash equivalents

As of December 31, 2022, 2023 and 2024, the balances are comprised of the following:

		December 31, 2022					December 31, 2023					December 31, 2024
Cash		Ps.		2,857,459			Ps.		1,796,444			Ps.		1,261,199
Investments of cash surpluses				8,497,057					8,258,622					12,204,662
Cash equivalents designated for expenditure, held in trust in short term				1,016,948					145					166
Total		Ps.		12,371,464			Ps.		10,055,211			Ps.		13,466,027

During 2022 and 2023 the investments were made and paid for the trusts entirety.

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6.Trade accounts receivable - net

As of December 31, 2022, 2023 and 2024, the trade accounts receivable was comprised of the following:

		December 31, 2022					December 31, 2023					December 31, 2024
Trade accounts receivable		Ps.		2,570,963			Ps.		2,442,465			Ps.		2,793,136
Expected credit loss of the year				(202,621	)				(191,236	)				(96,305	)
		Ps.		2,368,342			Ps.		2,251,229			Ps.		2,696,831

The accounts receivable includes balances to be reimbursed to the Company by domestic and international airlines for passenger charges fees (TUA) of Ps.1,949,995, Ps.1,745,152 and Ps.2,054,031 as of December 31, 2022, 2023 and 2024, respectively. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.

The movements for allowance for expected credit loss are recognized under operating cost in the consolidated statement of profit or loss and other comprehensive income.

		2022					2023					2024
Beginning balance		Ps.		(156,403	)		Ps.		(202,621	)		Ps.		(191,236	)
Allowance for ECL				(73,579	)				(43,348	)				(24,459	)
Reversal of allowance for ECL				27,361					54,733					119,390
Ending balance		Ps.		(202,621	)		Ps.		(191,236	)		Ps.		(96,305	)

The allowance for expected credit loss includes customer balances that are in litigation or bankruptcy procedure and legal proceedings, which at the date of the consolidated financial statements are not yet completed. As of December 31, 2022, 2023 and 2024 these balances amounted to Ps.87,141, Ps.79,090 and Ps.22,286, respectively.

The allowance also includes customer balances in arrears in their payments and in a process of regularization; therefore, these are not yet in a legal proceeding at year-end. As of December 31, 2022, 2023 and 2024 the amount of these balances are to Ps.115,480 Ps.112,146 and Ps.73,084, respectively. During 2022, 2023 and 2024, the Company recognized reversals of allowance of the balances that were in a legal process with an unfavorable outcome for the Company, the amount of these bad debt expense totaled Ps.27,237, Ps.42,243 and Ps.117,113, respectively also decreasing the balance of accounts receivable. The reversal of bad debts had no effect on the operating results of the Company during 2022, 2023 and 2024. In 2022, 2023 and 2024 cancellations were for Ps.124, Ps.12,490 and Ps.2,277, respectively.

The allowance for expected credit loss of trade accounts receivable and contracts asset are based on assumptions about the probability and severity of expected loss. The Company applies its judgment to make these assumptions, selecting key input data for the calculation of the such estimate based on historical, existing market conditions and prospective estimates at the end of each reporting period.

The following are past due balances of accounts receivable, for which there has not been reserve of allowance for expected credit loss, according to the Company’s policy and their maturity date:

		December 31, 2022					December 31, 2023					December 31, 2024
Accounts receivables past due from 1 to 30 days		Ps.		75,581			Ps.		124,985			Ps.		198,096
Accounts receivables past due 31 to 60 days				31,162					48,939					58,208
Accounts receivables past due 61 to 90 days				16,572					17,409					22,496
Accounts receivables past due more than 90 days				36,306					5,967					1,511
		Ps.		159,621			Ps.		197,300			Ps.		280,311

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The following is the percentage of the main clients of the Company in relation to the total of the trade accounts receivable, segregating the accounts receivable of airport services (SAE) and the passengers charges (TUA) that correspond to the amounts that airlines recover from passengers on behalf of the Company and subsequently pay:

		December 31, 2022								December 31, 2023								December 31, 2024
		% receivable of TUA				% receivable of SAE				% receivable of TUA				% receivable of SAE				% receivable of TUA				% receivable of SAE
Concesionaria Vuela Compañía de Aviación,    S.A.P.I. de C.V.			24.5	%			2.1	%			20.9	%			2.3	%			20.3	%			2.2	%
Aeroenlaces Nacionales, S.A. de C.V.			16.2	%			1.1	%			19.0	%			1.7	%			20.1	%			0.1	%
Aerovías de México, S.A. de C.V.			9.8	%			0.6	%			7.5	%			0.6	%			8.3	%			0.7	%
American Airlines, Inc.			4.5	%			1.7	%			3.5	%			1.9	%			4.3	%			0.5	%

The Company has cash, bonds and other assets that guarantee certain amounts from TUA as well as accounts receivable from clients as of December 31, 2022, 2023 and 2024. These guarantees could be applied to any unpaid balance in the event of a breach from clients and under certain circumstances.

The Company limits its exposure to credit risk from trade accounts receivable by establishing a maximum payment period 30 and 45 days for airlines and from 5 to 30 days for commercial customers, respectively.

7.Machinery, equipment and improvements on leased assets - net

As of December 31, 2022, 2023 and 2024, the machinery, equipment and improvements on leased assets are comprised as follows:

		Balance as of January 1, 2022					Additions					Disposals					Currency translation effect					Balance as of December 31, 2022
Investment:
Machinery and equipment		Ps.		4,288,366			Ps.		1,015,511			Ps.		(45,232	)		Ps.		(68,772	)		Ps.		5,189,873
Office furniture and equipment				374,645					54,093					(8,024	)				(4,202	)				416,512
Computer equipment				1,426,741					391,251					(83,642	)				(12,175	)				1,722,175
Transportation equipment				112,960					33,852					(4,104	)				(2,185	)				140,523
Communication equipment				58,205					4,250					(470	)				(3	)				61,982
Improvements on leased assets				117,783					71,717					(4,499	)				—					185,001
Total investment				6,378,700					1,570,674					(145,971	)				(87,337	)				7,716,066
Accumulated depreciation:
Machinery and equipment				(2,053,783	)				(357,057	)				40,760					39,674					(2,330,406	)
Office furniture and equipment				(194,595	)				(32,218	)				5,091					2,526					(219,196	)
Computer equipment				(909,756	)				(217,491	)				49,286					10,354					(1,067,607	)
Transportation equipment				(74,341	)				(22,223	)				1,459					1,342					(93,763	)
Communication equipment				(21,306	)				(4,883	)				363					—					(25,826	)
Improvements on leased assets				(30,699	)				(22,449	)				2,138					—					(51,010	)
Total accumulated depreciation				(3,284,480	)				(656,321	)				99,097					53,896					(3,787,808	)
Net amounts		Ps.		3,094,220			Ps.		914,353			Ps.		(46,874	)		Ps.		(33,441	)		Ps.		3,928,258

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		Balance as of January 1, 2023					Additions					Disposals					Currency translation effect					Balance as of December 31, 2023
Investment:
Machinery and equipment		Ps.		5,189,873			Ps.		766,872			Ps.		(41,829	)		Ps.		(138,775	)		Ps.		5,776,141
Office furniture and equipment				416,512					71,385					(8,371	)				(7,325	)				472,201
Computer equipment				1,722,175					359,100					(27,855	)				(32,568	)				2,020,852
Transportation equipment				140,523					41,840					(7,943	)				(3,920	)				170,500
Communication equipment				61,982					254					(1,183	)				(8	)				61,045
Improvements on leased assets				185,001					378,284					—					—					563,285
Total investment				7,716,066					1,617,735					(87,181	)				(182,596	)				9,064,024
Accumulated depreciation:
Machinery and equipment				(2,330,406	)				(454,682	)				41,829					43,869					(2,699,390	)
Office furniture and equipment				(219,196	)				(39,489	)				7,339					2,618					(248,728	)
Computer equipment				(1,067,607	)				(319,495	)				27,855					17,372					(1,341,875	)
Transportation equipment				(93,763	)				(25,681	)				5,784					1,942					(111,718	)
Communication equipment				(25,826	)				(5,172	)				988					—					(30,010	)
Improvements on leased assets				(51,010	)				(29,010	)				—					—					(80,020	)
Total accumulated depreciation				(3,787,808	)				(873,529	)				83,795					65,801					(4,511,741	)
Net amounts		Ps.		3,928,258			Ps.		744,206			Ps.		(3,386	)		Ps.		(116,795	)		Ps.		4,552,283

		Balance as of January 1, 2024					Additions					Disposals					Currency translation effect					Balance as of December 31, 2024
Investment:
Machinery and equipment		Ps.		5,776,141			Ps.		743,447			Ps.		(133,160	)		Ps.		242,356			Ps.		6,628,784
Office furniture and equipment				472,201					182,377					(16,330	)				37,777					676,025
Computer equipment				2,020,852					396,460					(130,524	)				85,371					2,372,159
Transportation equipment				170,500					57,592					(19,148	)				14,904					223,848
Communication equipment				61,045					1,825					(2,836	)				123					60,157
Property and improvements on leased assets				563,285					16,366					—					—					579,651
Total investment				9,064,024					1,398,067					(301,998	)				380,531					10,540,624
Accumulated depreciation:
Machinery and equipment				(2,699,390	)				(719,983	)				133,078					(143,524	)				(3,429,819	)
Office furniture and equipment				(248,728	)				(72,394	)				15,868					(9,277	)				(314,531	)
Computer equipment				(1,341,875	)				(438,401	)				129,647					(43,754	)				(1,694,383	)
Transportation equipment				(111,718	)				(32,101	)				15,351					(3,985	)				(132,453	)
Communication equipment				(30,010	)				(12,782	)				2,812					(14	)				(39,994	)
Property and improvements on leased assets				(80,020	)				(30,316	)				—					—					(110,336	)
Total accumulated depreciation				(4,511,741	)				(1,305,977	)				296,756					(200,554	)				(5,721,516	)
Net amounts		Ps.		4,552,283			Ps.		92,090			Ps.		(5,242	)		Ps.		179,977			Ps.		4,819,108

As of December 31, 2022, 2023 and 2024, the net balances of machinery, equipment and improvements on leased assets are:

		December 31, 2022					December 31, 2023					December 31, 2024
Net amounts:
Machinery and equipment		Ps.		2,859,467			Ps.		3,076,751			Ps.		3,198,965
Office furniture and equipment				197,316					223,473					361,494
Computer equipment				654,568					678,977					677,776
Transportation equipment				46,760					58,782					91,395
Communication equipment				36,156					31,035					20,163
Property and improvements on leased assets				133,991					483,265					469,315
Total amounts		Ps.		3,928,258			Ps.		4,552,283			Ps.		4,819,108

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On September 27, 2023, the Company through of its subsidiary ADP, carried out a transaction for the acquisition of 100% of the shares of the Mexican company Inmuebles Especializados Matrix, S.A. de C.V. (IEM), which is dedicated to the sublease of cargo operation areas, hangars and operational areas of the Tijuana Airport polygon. Derived from the acquisition, investments were recognized in the category of Machinery, equipment and improvements on leased assets for Ps.326,801 through the business combination.

On June 20, 2024, the Company closed and paid the transaction for the acquisition of 51.5% of the shares of the Mexican company Guadalajara World Trade Center, S.A. de C.V. (“GWTC”), which specializes in handling, storage and custody services for international trade goods in facilities qualified as bonded warehouses at the Guadalajara Airport and the Puebla Airport. As a result of the acquisition, investments of Ps.34,415 were recognized in Machinery, equipment and improvements to leased buildings through the business combination.

As of December 31, 2024, the Company has several buildings under operating leases for office use. In Note 14.b and 31, the costs and obligations under these leases are disclosed.

8.Improvements to concession assets - net

As of December 31, 2022, 2023 and 2024, the improvements to concession assets are comprised as follows:

		Balance as of January 1, 2022					Additions					Divestitures					Transfers					Currency translation effect					Balance as of December 31, 2022
Investment:
Improvements to concession assets		Ps.		19,032,526			Ps.		346,931			Ps.		(29,567	)		Ps.		2,997,862			Ps.		(241,843	)		Ps.		22,105,909
Construction in-progress				5,352,578					4,233,640					—					(2,997,862	)				(20,144	)				6,568,212
Total investment				24,385,104					4,580,571					(29,567	)				—					(261,987	)				28,674,121
Accumulated amortization				(7,527,252	)				(995,671	)				14,068					—					95,227					(8,413,628	)
Net amounts		Ps.		16,857,852			Ps.		3,584,900			Ps.		(15,499	)		Ps.		—			Ps.		(166,760	)		Ps.		20,260,493

		Balance as of January 1, 2023					Additions					Divestitures					Transfers					Currency translation effect					Balance as of December 31, 2023
Investment:
Improvements to concession assets		Ps.		22,105,909			Ps.		3,466,108			Ps.		(45,609	)		Ps.		1,474,633			Ps.		(497,455	)		Ps.		26,503,586
Construction in-progress				6,568,212					7,311,966					—					(1,474,633	)				(35,647	)				12,369,898
Total investment				28,674,121					10,778,074					(45,609	)				—					(533,102	)				38,873,484
Accumulated amortization				(8,413,628	)				(1,578,061	)				10,496					—					104,953					(9,876,240	)
Net amounts		Ps.		20,260,493			Ps.		9,200,013			Ps.		(35,113	)		Ps.		—			Ps.		(428,149	)		Ps.		28,997,244

		Balance as of January 1, 2024					Additions					Divestitures					Transfers					Currency translation effect					Balance as of December 31, 2024
Investment:
Improvements to concession assets		Ps.		26,503,586			Ps.		1,662,838			Ps.		(45,073	)		Ps.		7,522,852			Ps.		803,410			Ps.		36,447,613
Construction in-progress				12,369,898					6,917,645					—					(7,522,852	)				128,671					11,893,362
Total investment				38,873,484					8,580,483					(45,073	)				-					932,081					48,340,975
Accumulated amortization				(9,876,240	)				(1,533,638	)				35,443					—					(354,224	)				(11,728,659	)
Net amounts		Ps.		28,997,244			Ps.		7,046,845			Ps.		(9,630	)		Ps.		-			Ps.		577,857			Ps.		36,612,316

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As of December 31, 2022, 2023 and 2024, the net amounts of improvements to concession assets are:

Total balance as of

December 31, 2022

December 31, 2023

December 31, 2024

Net amounts:

Improvements to concession assets

Ps.

13,692,281

Ps.

16,627,346

Ps.

24,718,954

Construction in-progress

6,568,212

12,369,898

11,893,362

Total amounts

Ps.

20,260,493

Ps.

28,997,244

Ps.

36,612,316

Improvements to concession assets are comprised by intangible assets from additions and improvements to such assets in accordance with IFRIC 12, as well as other investments that have been carried out to the infrastructure of the airports qualifying as intangible assets, even though they are not in committed investments in the MDP.

As of December 31, 2022, 2023 and 2024, the balance of machinery, equipment, improvements on leased assets and improvements to concession assets includes investments pending to be paid in Mexican airports of Ps.853,467, Ps.901,486 and Ps.1,193,561, respectively. Construction in-progress relates mainly the building of a taxing runway, new parking building and roads at the Guadalajara airport, rehabilitation of taxiway in Puerto Vallarta airport, the rehabilitation of the runway and SSEI building at the Bajío Airport, the expansion of the New Transit Processing Building at the Tijuana Airport and the, expansion of the taxing runway of the Kingston Airports as well as the expansion of the terminal at the Montego Bay airport.

9.Airport concessions

a.Mexican Concessions

As described in Note 1.a, the Mexican Government granted concessions to manage, operate and develop 12 airports, and benefit from the use of the airport facilities over a 50-year term beginning November 1, 1998.

The value of airport concessions and rights to use airport facilities were determined as explained in Note 1.a, and paid by GAP through the issuance of shares to the Mexican Government.

The table below shows the values of airport concessions and rights to use airport facilities as of December 31, 2022, 2023 and 2024:

Acquisition cost		Ps.		16,600,878
assigned to:
Rights to use airport facilities (Note 10):
Runways, aprons, platforms		Ps.		519,057
Buildings				577,270
Other facilities				91,241
Land				930,140
				2,117,708
Airport concessions				13,820,651
Right of use of concessioned assets				662,519
				14,483,170
		Ps.		16,600,878

The original amortization term for the concessions is 49 years. As mentioned in Note 1.a, the concession value was assigned in August 1999, the date in which the amortization term began, and will run through November 2048. As regards the right of use of concession assets, their amortization period will be from January 1, 2025, until the end of the concession.

Each airport concession agreement contains the following terms and basic conditions:

–The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its MDP, and to provide airport, complementary and commercial services. The Company’s investment plans under the MDP must be updated every five years starting from 2000 and approved by the SICT. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP.

–The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and be subject to inspections by the SICT.

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–The concessionaire must pay a tax for the use of the assets under concession (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Tax Act. In accordance with the terms of the concessions and Mexican Federal Tax Act, the Mexican Congress may review each year the percentage and criteria upon which this tax is levied. As a result of this review process, in October 2023, an increase in the tax percentage from 5% to 9% was determined, applicable beginning in 2024.

–The concessionaire assumed ASA’s rights and obligations derived from airport-related agreements with third parties.

–ASA has the exclusive right to supply fuel for consumption at the airport.

–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 airport.

–According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of the law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SICT has applied in two firm sanctions during the period of 10 years.

–The SICT may modify concession terms and conditions that regulate the Company’s operations in accordance to the General Law on Airports.

–On October 19, 2023, the AFAC notified to the Company that it modified the Tariff Regulation bases establish in the Appendix 7 of the concession agreement. These bases have an application immediately, however, it respects the MDP and the current maximum tariff, it approved in the last tariff review for the period 2020-2024, so any modification to the tariff would occur as of January 1, 2025, once the ordinary review of the Joint Maximum Rate and MDP for the period 2025-2029 is completed. The main changes were the determination of the discount rate that must be calculated using the methodology of weighted average cost of capital, instead of cost of capital. In addition, the new bases consider an adjustment to the reference value if the actual traffic units of the previous five-year period have been 3% higher than the projected traffic units for those periods, the adjustment will be made under regulated revenues less the concession rights of surplus revenues; this change would be applicable for the period 2025-2029. Other changes exist such as the determination of terminal value, as well as the redistribution of values of reference between the airports, among others.

–The concession may be renewed in one or more instances for terms that do not exceed an additional 50 years.

b.Sangster International Airport (MBJ)

As disclosed in Note 1.a, the Company acquired DCA in 2015, which holds a 74.5% stake in MBJA in 2015, located in Montego Bay, Jamaica. MBJA has a concession to operate, maintain and utilize the airport for a period of 30 years, counted as of April 12, 2003. GAP consolidates thus subsidiary since April 2015. However or at the same time on July 26, 2024, it was announced that the modifications to the Concession Contract with the AAJ of the Montego Bay airport, derived from the effects suffered by the Concessionaires during the COVID-19 pandemic, have been signed. The main modification was the concession period, which will expire thirty-one (31) years after the start date of the contract, that is March 2034.

The concession of MBJ contains the following terms and conditions:

–On April 3, 2003, MBJ entered into a concession agreement with AAJ in pursuant to which Authority granted MBJA the right to rehabilitate, develop, operate and maintain MBJ. The MBJA is thereby designated as the approved airport operator and permitted to undertake the functions of AAJ, regarding MBJ. The agreement was amended on December 16, 2005 and further amended on April 12, 2006.

–The concession agreement requires MBJA to provide the airport services set out therein at MBJ.

–Through its concession agreement, MBJA is obliged to pay AAJ a monthly concession tax on the basis of traffic units (passengers) multiplied by the rate established in the concession. The rate is subject to an annual adjustment according to the National Consumer Price Index in the United States (CPI). MBJA is also required to pay an additional concession tax equal to 45% of any revenues earned in excess of the forecast revenues established in the Concession Agreement. This additional concession tax is for over the period from April to March of each year, with payment required annually.

–For the years ended December 31, 2022, 2023 and 2024 the Company recognized as concession taxes USD$14.5 million (Ps.290.9 millions), USD$44.2 million (Ps.784.8 millions) and USD$45.8 million (Ps.837.8 millions), respectively.

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–The concession agreement is governed by Jamaican laws and MBJA cannot assign its rights or obligations under the agreement (except by way of security for indebtedness, and without the prior written consent of AAJ).

–AAJ can terminate the concession agreement in the event of default of MBJA including insolvency of MBJA or its shareholders (if the latter had a material adverse effect on MBJA), cessation of business, material breach by MBJA of the concession agreement including non-payment of any amount due within 60 days after the due date, change of control, bribery or corruption or failure by the shareholders to provide equity funding required by applicable documents.

–In addition, the MBJA may terminate the concession agreement in the event of a material breach by the AAJ which has a material adverse effect on the business of the MBJ or expropriation or other material adverse action by the Jamaican Government.

c.Norman Manley International Airport (NMIA)

As disclosed in Note 1.a, on October 10, 2018, PACKAL entered into a concession agreement the NMIA with AAJ through which the Authorities granted to PACKAL the right to operate, modernize and expand NMIA, therefore, PACKAL is designated as the approved airport operator and permitted to undertake the functions of AAJ with respect to NMIA, and took over control on October 10, 2019.

The NMIA Concession contains the following terms and conditions:

–Through the Concession agreement, PACKAL is obliged to pay the AAJ a monthly concession tax of 62.01% of the total aeronautical and non-aeronautical revenues based on the gross revenues. On July 26 2024 it was announced a decrease of the monthly concession from 62.01% to 53.22%, enter into force on September 11 2023 until the end of the Concession Agreement. For the years ended December 31, 2022, 2023 and 2024 the Company recognized USD$34.7 million (Ps.697.5 millions), USD$41.3 million (Ps.733.6 millions) and USD$36.4 million (Ps.665.6 millions), respectively.

–The concession agreement is governed by Jamaican laws and PACKAL cannot assign its rights or obligations under the agreement (except by way of security for indebtedness, without the prior written consent of AAJ).

–The AAJ can terminate the concession agreement in the event of a default of PACKAL including insolvency of PACKAL or its shareholders, cessation of business, material breach by NMIA of the concession agreement including non-payment of any amount due within 60 days after the due date, change of control, bribery or corruption or failure by the shareholders to provide equity funding required by applicable documents. Furthermore, PACKAL may terminate the concession agreement in the event of a material breach by AAJ which has a material adverse effect on the business of NMIA or expropriation or other material adverse action by the Jamaican Government.

The value of the concessions as of December 31, 2022, 2023 and 2024 is as follows:

		December 31, 2022					December 31, 2023					December 31, 2024
Mexican airport concessions		Ps.		13,820,651			Ps.		13,820,651			Ps.		14,483,170
Concession airport MBJA (fair value on date of    acquisition in USD$176,086,000) (1)				3,409,289					2,974,709					3,568,964
Concession airport NMIA (upfront fees on date of    acquisition in USD$7,146,500)				138,367					120,729					144,847
Less - accumulated amortization (2)				(7,699,609	)				(8,137,101	)				(8,574,800	)
		Ps.		9,668,698			Ps.		8,778,988			Ps.		9,622,181

(1)The other airport concession includes translation effect for an amount of Ps.721,260, Ps.269,042 and Ps.887,415 as of December 31, 2022, 2023 and 2024, respectively.

(2)Amortization includes translation effect for an amount of Ps.(48,701), Ps.(21,141) and Ps.(30,067) as of December 31, 2022, 2023 and 2024, respectively.

The amortization charge for the years ended December 31, 2022, 2023 and 2024, amounts to Ps.483,984, Ps.458,633 and Ps.467,767, respectively.

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10.Rights to use airport facilities

The value of the rights to use airport facilities as of December 31, 2022, 2023 and 2024 was as follows (only Mexican airports):

		December 31, 2022					December 31, 2023					December 31, 2024
Rights to use airport facilities		Ps.		2,117,708			Ps.		2,117,708			Ps.		2,117,708
Less - accumulated amortization				(1,414,208	)				(1,470,907	)				(1,519,909	)
		Ps.		703,500			Ps.		646,801			Ps.		597,799

The amortization charge for the years ended December 31, 2022, 2023 and 2024 amounts to Ps.56,700, Ps. 56,699 and Ps.49,002, respectively.

11.Other acquired rights

As of December 31, 2022, 2023 and 2024 the other acquired rights correspond to payments made by the Company after the date the concessions were granted, in order to early-terminate certain long-term lease contracts that existed at that time between ASA and third-party leaseholders in Mexican airports. The rights acquired are comprised as follows:

		December 31, 2022					December 31, 2023					December 31, 2024
Right to operate the charter and general aviation terminal and FBO at San José del Cabo airport terminal		Ps.		344,443			Ps.		344,443			Ps.		344,443
Right to operate commercial space at Tijuana airport				15,935					15,935					15,935
Right to operate various commercial space, advertising spaces and skywalk services at Puerto Vallarta airport				309,616					309,616					309,616
Right to operate commercial space, advertising spaces and skywalk services at Guadalajara airport				93,560					93,560					93,560
Rights to operate cargo operation and hangars in the Tijuana airport polygon(1)			-						399,485					399,485
Right to operate various parking lots				5,673					5,673					5,673
Rights to operate bonded warehouses(2)			-					-						2,212,448
				769,227					1,168,712					3,381,160
Less – accumulated amortization				(337,718	)				(354,415	)				(513,301	)
		Ps.		431,509			Ps.		814,297			Ps.		2,867,859

(1) Derived from the acquisition of IEM, investments were recognized for the rights to lease cargo operation and hangars in the Tijuana airport polygon for Ps.399,845 through the business combination.

(2) As a result of the acquisition of GWTC, rights to operate bonded warehouses in the Guadalajara airport zone were recognized for Ps.2,212,448, through the business combination.

Amortization recognized for the years ended December 31, 2022, 2023 and 2024 amounted to Ps.16,697, Ps.16,697and Ps.158,886, respectively, for each of the three periods. These assets have a useful life until the end of the concession, as their use and operation will continue until the term expires, except for GWTC which ends the useful lives of the asset until 2033.

12.Income taxes

The Company is subject to income taxes, in accordance with the tax laws in Mexico, Spain and Jamaica.

Current income taxes – The income tax rate for the Mexican entities is 30%. With the exception of the airports of Mexicali and Tijuana located in the Border of Mexico with the United States of America, which for year 2019 was 20%, applying the “Decreto de Estímulos Fiscales Región Fronteriza Norte” in which one third of the income tax will be applied and according to the decree published by the Government of Mexico in December 2020, the decree is extended until 2024. The tax rate for MBJA and PACKAL is 25% in Jamaica, as well as for DCA in Spain.

To determine deferred income taxes as of December 31, 2022, 2023 and 2024 the Company applied the enacted tax rates to temporary differences based on their estimated reversal dates in Entities of the Company.

a.Recoverable income taxes paid on dividends – Dividends paid to Shareholders which are not derived from the net tax income account (CUFIN) generate current income taxes and can be credited against the taxes of the Company during the year of the dividend payment and the two subsequent years in the Mexican entities.

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b.Recoverable taxes – In the regular course of operations, the Company generates receivable balances due to overpayment of tax payable, according to the calculation mechanism established in the Tax Law, which are recoverable through tax returns or offsetting. The main recoverable taxes are Value Added Tax (IVA), Income Tax (ISR) and withholding taxes.

The balances of recoverable taxes are comprised as follows:

		December 31, 2022					December 31, 2023					December 31, 2024
Recoverable taxes:
ISR		Ps.		69,326			Ps.		645,868			Ps.		395,304
IVA				516,114					482,353					361,320
Withholding taxes				31,955					20,513					43,418
IMPAC				23,781					1,203					1,203
Corporation taxes				11,515					96,547					185,080
Other				5,430					6,533					24,385
		Ps.		658,121			Ps.		1,253,017			Ps.		1,010,710

c.Income Tax – Income tax expense (benefit) for the years ended December 31, 2022, 2023 and 2024 consists of the following:

		2022					2023					2024
ISR:
Current		Ps.		3,849,778			Ps.		3,616,811			Ps.		3,989,603
Deferred				(759,566	)				(544,721	)				(749,301	)
		Ps.		3,090,212			Ps.		3,072,090			Ps.		3,240,302

d.Effective tax rate – The reconciliation of the statutory income tax rate and the actual effective income tax rate as a percentage of income before income taxes for the years ended December 31, 2022, 2023 and 2024 is shown below:

		%		2022			%			2023		%		2024
'Income before income taxes				Ps.	12,275,686				Ps.	12,761,690				Ps.	12,115,741
Income tax by applying the weighted    average statutory rate (1)		30.0%			3,682,706		28.3%			3,615,812		30.9%			3,634,722
Effects of inflation over monetary    assets		(4.5)%			(547,859)		(3.6)%			(454,352)		(4.3)%			(403,499)
(Unrecognized) applied tax loss    carryforwards		((0.0)%			(6,105)		(0.2)%			(28,028)		(0.1)%			(2,160)
Employee benefits		(0.1%)			(9,553)		(0.1%)			(17,939)		(0.3%)			(9,243)
Tax rate change		(—%)			-		(—%)			-		0.4%			15,236
Other		(0.2)%			(28,977)		(0.3)%			(43,403)		0.1%			5,246
Effective tax rate		25.2%		Ps.	3,090,212		24.1%		Ps.	3,072,090		26.7%		Ps.	3,240,302

(1)The tax rate used for the 2022, 2023 and 2024 previous reconciliations above is the average corporate tax rate, respectively payable by corporate entities in Mexico, Jamaica and Spain on taxable profits in accordance with tax laws in these jurisdictions.

e.Assets and liabilities deferred income tax recognized –

Deferred taxes are presented according to the origin of the operations of the individual subsidiaries of the Company as IAS - 12 Income taxes does not allow the offsetting of taxes in accordance with the following:

An entity must offset deferred tax assets with tax deferred tax liabilities if, and only if:

(a)It has a legally enforceable right to offset before the tax authorities the amounts recognized in these items; and

(b)deferred tax assets and deferred tax liabilities arising from a tax on profits corresponding to the same fiscal authority, which fall under:

(i)the same company or taxable entity; or

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(ii)different companies or individuals for tax purposes that seek to either liquidate assets and current tax liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which expected to be settled or recovered significant amounts of assets or liabilities for deferred taxes.

The net assets for deferred taxes belong to Mexico subsidiaries:

		December 31, 2022					December 31, 2023					December 31, 2024
Deferred ISR asset (liability):
Expected credit loss		Ps.		40,449			Ps.		37,063			Ps.		14,857
Machinery and equipment				122,854					139,178					148,473
Improvements to concession assets				1,037,511					1,293,468					1,363,641
Airport concessions and rights to use airport facilities				5,432,747					5,588,605					5,673,273
Other acquired rights				176,967					183,100					187,441
Derivative financial instruments				(87,067	)				(50,231	)				(5,420	)
Other assets				492					622					899
Tax loss carryforwards				-					28,028					588,177
Employee benefits				66,073					81,562					117,555
Accruals				20,142					36,418					39,819
Net deferred income tax asset		Ps.		6,810,168			Ps.		7,337,813			Ps.		8,128,715

The net deferred income tax liabilities relate to subsidiaries in Mexico and Jamaica:

		December 31, 2022					December 31, 2023					December 31, 2024
Deferred tax (liability) asset:
Trade receivables		Ps.		-			Ps.		4,863			Ps.		8,383
Machinery, equipment and improvements    on leased assets				(3,161	)				25,309					33,599
Improvements to concession assets				(1,461	)				(1,089	)				(1,215	)
Airport concessions				(528,757	)				(394,725	)				(1,174,504	)
Accruals				44,575					30,468					77,948
Deferred tax liability		Ps.		(488,804	)		Ps.		(335,174	)		Ps.		(1,055,789	)

f.Unrecognized deferred income tax assets – Unrecognized deferred income tax assets in the consolidated statement of financial position are comprised of the following items of the Mexican Companies:

		December 31, 2022					December 31, 2023					December 31, 2024
Tax loss carryforwards		Ps.		392,549			Ps.		431,934			Ps.		465,308
Deductible tax temporary difference				132,089					138,326					142,942
		Ps.		524,638			Ps.		570,260			Ps.		608,250

The Company does not recognize deferred tax assets on tax loss carryforwards for which it is not probable to generate future taxable profits to utilize such tax losses.

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The Company does not recognize deferred tax assets relating to temporary differences between the accounting and tax value of investments in subsidiaries, as it has the power to control the reversal date of those temporary differences, and does not expect them to reverse in the foreseeable future.

g.Deferred income tax from tax loss carryforwards – The Company generated tax loss carryforwards in the airport of Los Mochis, Manzanillo, IEM, GAP and CORSA. With respect to tax legislation relating to concessions, such losses will expire in 2048, except for IEM whose losses were originated in 2014 to expire in this fiscal year and GAP that its loss were originated in 2024 and expire until 2034 for their application. Tax losses that can be recovered based on management’s financial projections are recognized as part of the deferred tax asset.

		December 31, 2022					December 31, 2023					December 31, 2024
Tax loss carryforwards		Ps.		1,308,497			Ps.		1,579,920			Ps.		3,418,190
Unrecognized tax loss carryforwards				(1,308,497	)				(1,439,780	)				(1,551,027	)
Recognized tax loss carryforwards		Ps.		-			Ps.		140,140			Ps.		1,867,163

h.Balances and movements of deferred taxes during the period.

		Balance as of January 1, 2022					Effects of profit and loss					Other comprehensive income					Balance as of December 31, 2022
Temporary differences for the deferred tax asset:
Expected credit loss		Ps.		30,238			Ps.		10,211			Ps.		—			Ps.		40,449
Machinery, equipment and improvements    on leased assets				75,671					47,183					—					122,854
Improvements to concession assets				834,813					202,698					—					1,037,511
Airport concessions and rights to use airport facilities				5,046,004					386,743					—					5,432,747
Other acquired rights				161,316					15,651					—					176,967
Derivative financial instruments				(5,160	)				(38,636	)				(43,271	)				(87,067	)
Other assets				459					33					—					492
Tax loss carryforwards				6,104					(6,104	)				—					-
Employee benefits				56,313					10,602					(842	)				66,073
Accruals				25,128					(4,986	)				—					20,142
Total deferred tax asset		Ps.		6,230,886			Ps.		623,395			Ps.		(44,113	)		Ps.		6,810,168

		Balance as of January 1, 2023					Effects of profit and loss					Other comprehensive income					Balance as of December 31, 2023
Temporary differences for the deferred tax asset:
Expected credit loss		Ps.		40,449			Ps.		(3,386	)		Ps.		—			Ps.		37,063
Machinery, equipment and improvements    on leased assets				122,854					16,324					—					139,178
Improvements to concession assets				1,037,511					255,957					—					1,293,468
Airport concessions and rights to use airport facilities				5,432,747					155,858					—					5,588,605
Other acquired rights				176,967					6,133					—					183,100
Derivative financial instruments				(87,067	)				6,876					29,959					(50,232	)
Other assets				492					130					—					622
Tax loss carryforwards				-					28,028					—					28,028
Employee benefits				66,073					16,088					(599	)				81,562
Accruals				20,142					16,277					—					36,419
Total deferred tax asset		Ps.		6,810,168			Ps.		498,285			Ps.		29,360			Ps.		7,337,813

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		Balance as of January 1, 2024					Effects of profit and loss					Other comprehensive income					Balance as of December 31, 2024
Temporary differences for the deferred tax asset:
Expected credit loss		Ps.		37,063			Ps.		(22,206	)		Ps.		—			Ps.		14,857
Machinery, equipment and improvements on leased assets				139,178					9,295					—					148,473
Improvements to concession assets				1,293,468					70,173					—					1,363,641
Airport concessions and rights to use airport facilities				5,588,605					84,668					—					5,673,273
Other acquired rights				183,100					4,341					—					187,441
Derivative financial instruments				(50,232	)				16,825					27,987					(5,420	)
Other assets				622					277					—					899
Tax loss carryforwards				28,028					560,149					—					588,177
Employee benefits				81,562					33,764					2,229					117,555
Accruals				36,419					3,400					—					39,819
Total deferred tax asset		Ps.		7,337,813			Ps.		760,686			Ps.		30,216			Ps.		8,128,715

		Balance as of January 1, 2022					Effects of profit and loss					Other comprehensive income					Balance as of December 31, 2022
Temporary differences for the deferred tax liability:
Trade accounts receivable		Ps.		(1,204	)		Ps.		2,935			Ps.		(1,731	)		Ps.		-
Machinery, equipment and improvements on leased assets				(27,644	)				83,377					(58,894	)				(3,161	)
Improvements to concession assets				(1,702	)				101					140					(1,461	)
Airport concessions				(618,567	)				48,546					41,264					(528,757	)
Accruals				42,485					1,212					878					44,575
Total deferred tax liability		Ps.		(606,632	)		Ps.		136,171			Ps.		(18,343	)		Ps.		(488,804	)

		Balance as of January 1, 2023			Effects of profit and loss			Other comprehensive income			Balance as of December 31, 2023
Temporary differences for the deferred tax liability:
Trade accounts receivable		Ps.	-		Ps.	4,863		Ps.	-		Ps.	4,863
Machinery, equipment and improvements on leased assets			(3,161)			1,986			26,484			25,309
Improvements to concession assets			(1,461)			89			283			(1,089)
Airport concessions			(528,757)			42,855			91,177			(394,725)
Accruals			44,575			(3,357)			(10,750)			30,468
Total deferred tax liability		Ps.	(488,804)		Ps.	46,436		Ps.	107,194		Ps.	(335,174)

		Balance as of January 1, 2024					Effects of profit and loss					Acquired in business combinations					Other comprehensive income					Balance as of December 31, 2024
Temporary differences for the deferred tax liability:
Trade accounts receivable		Ps.		4,863			Ps.		2,549			Ps.		-			Ps.		971			Ps.		8,383
Machinery, equipment and improvements on leased assets				25,309					3,234					-					5,056					33,599
Improvements to concession assets				(1,089	)				92					-					(218	)				(1,215	)
Airport concessions				(394,725	)				(58,653	)				(642,273	)				(78,853	)				(1,174,504	)
Accruals				30,468					41,393					-					6,087					77,948
Total deferred tax liability		Ps.		(335,174	)		Ps.		(11,385	)		Ps.		(642,273	)		Ps.		(66,957	)		Ps.		(1,055,789	)

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13.Accounts payable

The Company receives credit from its suppliers for 30 and 45 days without charging interest, whereby the provider payment policy is to pay the maximum term granted. As of the date of these consolidated financial statements there is no supplier that represents more than 10% of its investments in productive assets and/or the total operating costs.

		December 31, 2022					December 31, 2023					December 31, 2024
Suppliers		Ps.		1,894,474			Ps.		1,808,751			Ps.		2,354,495
Others suppliers				90,021					109,472					182,759
Interest payable				288,457					420,048					456,599
Direct or short term employee benefits				108,987					116,924					165,189
Others				90,352					102,727					661,079
Total		Ps.		2,472,291			Ps.		2,557,922			Ps.		3,820,121

The balance of direct employee benefits corresponding principally of provisions of vacation pay, employee profit sharing, bonuses and others benefits.

14.Leases Obligations

a.Lease contracts

The Company leased space for its corporate offices and the lease of utility vehicles and operating vehicles, under a lease agreement. The average lease term is from 1 to 3 years in 2024 and there are options to buy the operating vehicles for a nominal amount at the end of the terms of the lease.

The obligations of the Company stem from financial leases that are guaranteed by the title of the lessors to the leased assets.

b. Future minimum lease payment

The amount of future minimum lease payments as of December 31, 2024 were as follows:

		Future minimum lease payments					Interest					Present value of minimum lease payments
Less than one year		Ps.		21,523			Ps.		(2,166	)		Ps.		19,357
Liabilities for assets in lease long term				21,401					(717	)				20,684
Total liabilities for leased assets		Ps.		42,924			Ps.		(2,883	)		Ps.		40,041

As of December 31, 2022, 2023 and 2024 the Company recognized Ps.16,098, Ps.17,517 and Ps.17,815, respectively for the amortization of assets for the rights of use.

The interest rates that underlie all obligations under lease agreements are fixed by an average discount interest of 9.38%, 10.36% and 10.71% during the years 2022, 2023 and 2024, respectively. As of December 31, 2022, 2023 and 2024 was recognized Ps.5,391, Ps.4,805 and Ps.3,695, respectively, due interest on the liability for lease in the consolidated statement of profit or loss and other comprehensive income.

15.Derivative financial instruments

The Company has borrowings denominated in US dollars and debt securities at variable interest rates in pesos, which in case of an increase in interest rates, would reduce the Company’s cash flows.

The Company’s derivative financial instruments are negotiated in the Over The Counter (OTC) market, through national and international counter parties.

On May 2, 2017, the Company contracted an interest rate SWAP with HSBC, in order to cover the risk of an increased interest rate, related to the issuance of the “GAP 17” with a value of Ps.1,500,000, which were issued at an interest rate TIIE and was swapped to

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7.21% fixed rate, until the end of the debt securities certificates and, concluded with the maturity and paid of the debt securities in March 2022.

On February 26, 2019, the Company contracted an interest rate SWAP with Scotiabank, in order to cover the risk of an increased interest rate, related to the issuance of the “GAP 17-2” with a value of Ps.2,300,000 which were issued at an interest rate TIIE and was swapped to 8.0315% fixed rate, until the end of the debt certificates. Changes in fair value were recognized in other comprehensive income in the consolidated statement of profit or loss and other comprehensive income and were presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized and concluded with the maturity and paid of the debt securities in November 2022.

On February 27, 2019, the Company contracted an interest rate SWAP with Scotiabank, in order to cover the risk of an increased interest rate, related to the issuance of the “GAP-19” with a value of Ps.3,000,000 which were issued at an interest rate TIIE and was swapped to 8.03% fixed rate, until the end of the debt certificates. Changes in fair value were recognized in other comprehensive income in the consolidated statement of profit or loss and other comprehensive income and were presented in the hedge reserve and were recycled to financial expenses to the extent that the interest of the associated debt is recognized and concluded with the maturity and paid of the debt securities in March 2024.

On March 2, 2020, the Company contracted an interest rate SWAP with Scotiabank, in order to cover the risk of an increased interest rate, related to the issuance of the “GAP 20” with a value of Ps.3,000,000 which were issued at an interest rate TIIE and was swapped to 6.33% fixed rate, until the end of the debt certificates. Changes in fair value are recognized in other comprehensive income in the consolidated statement of profit or loss and other comprehensive income and are presented in the hedge reserve and were recycled to financial expenses to the extent that the interest of the associated debt is recognized and concluded with the maturity and paid of the debt securities in February 2025.

On March 1, 2022, the Company contracted with the Bank of Nova Scotia two derivative financial transaction by exchange of interest rates (SWAP’s) in order to hedge the risk of increasing the 30-day Libor interest rate, currently SOFR 1-month interest rate on two loans held by MBJA in U.S. dollars totaling USD$34.0 million. The USD$4.0 million SOFR 1-month interest plus 3.10% bearing loan was swapped at a rate of 1.59%, until maturity of the loan in September 2025. The second loan of USD$30.0 million bearing interest at SOFR 1-month plus 2.85% was swapped at a rate of 1.785% until maturity of the loan in September 2025. Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income of profit or loss and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative is only for SOFR 1-month rate.

The financial instruments with Scotiabank to cover the debt securities “GAP 17-2”, “GAP 19” and “GAP 20” were not entered into for speculative purposes and were formally designated and therefore did qualify as hedging instruments for accounting purposes and as a result changes in their fair value are recognized in OCI and profit or loss in the financial instrument of cash flow hedges reserve. The hedging of the “GAP 17” and “GAP 17-2” debt certificates terminated in November 2022, “GAP 19” in March 2024 and “GAP 20 in February 2025, respectively, with the payment.

The main characteristics and the fair value of these derivatives as of December 31, 2022, 2023 and 2024 are as follows:

		Notional amount (millions)					Hedge start date		Rate		Due date		Fair value as of December 31, 2022
Derivatives designated as hedge financial instruments
Scotiabank		Ps.	$	3,000.0			February 2019		8.03%		March 2024		Ps.		91,885
Scotiabank		Ps.	$	3,000.0			March 2020		6.332%		February 2025				200,812
											Total asset				292,697
Derivatives designated as hedge financial instruments
The Bank of Nova Scotia		USD.		20.0			March 2022		1.59%		April 2025				(14,972	)
The Bank of Nova Scotia		USD.		30.0			March 2022		1.7850%		September 2025				(36,233	)
Total											Total liability		Ps.		(51,205	)

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		Notional amount (millions)					Hedge start date		Rate		Due date		Fair value as of December 31, 2023
Derivatives designated as hedge financial instruments
Scotiabank		Ps.	$	3,000.0			February 2019		8.03%		March 2024		Ps.		144,096
Scotiabank		Ps.	$	3,000.0			March 2020		6.332%		February 2025				23,600
											Total asset				167,696
Derivatives designated as hedge financial instruments
The Bank of Nova Scotia		USD.		12.0			March 2022		1.59%		April 2025				(5,455	)
The Bank of Nova Scotia		USD.		30.0			March 2022		1.7850%		September 2025				(21,535	)
											Total liability		Ps.		(26,990	)

		Notional amount (millions)					Hedge start date		Rate		Due date		Fair value as of December 31, 2024
Derivatives designated as hedge financial instruments
Scotiabank		Ps.		3,000.0			March 2020		6.332%		February 2025				18,256
											Total asset				18,256
Derivatives designated as hedge financial instruments
The Bank of Nova Scotia		USD.	$	12.0			March 2022		1.59%		April 2025				(766	)
The Bank of Nova Scotia		USD.	$	30.0			March 2022		1.7850%		September 2025				(10,724	)
											Total liability		Ps.		(11,490	)

For the year ended on December 31, 2022 was recognized of Ps.6,765, within finance income as income of the period, due to the net income for its extrinsic value presented net within the finance income. As of December 31, 2022, 2023 and 2024 Ps.130,624, Ps.60,718 and Ps.4,583, respectively as income of the fair value of the coverage for cash flow hedges of the GAP 17-2, GAP 19 and GAP 20 certificates.

The hedge of the variable interest rate started on March 4, 2016. During 2019, hedge was used because the 30-day Libor exceeded the CAP 1 of 1.75%. As of December 31, 2022 the Company recognized an income of Ps.1,228, for the application of hedge in the comprehensive financing result in the interest item.

The hedge of the variable interest, rate generated by the debt securities issued in April 2017, started on May 4, 2017; these stock certificates were placed at a 28-day TIIE variable rate plus 49 basis points, so a SWAP was contracted to convert it to a fixed rate of 7.21%. As of December 31, 2022, an amount of Ps.5,066 was recognized to finance cost, respectively, due to the variation of the TIIE according to the fixed rate agreed in the SWAP, which ended on March 31, 2022 with the maturity and paid of the debt securities.

The hedge of the variable interest rate, generated by the debt securities issued in November 2017, started on February 26, 2019; these stock certificates were placed at a 28-day TIIE variable rate plus 44 basis points, so a SWAP was contracted to convert it to a fixed rate of 8.0315%. As of December 31, 2022, Ps.19,633, was recognized to finance cost, and for December 31, 2022, a financial income Ps.4,295, due to the variation of the TIIE according to the agreed fixed rate of the SWAP which ended on November 3, 2022, with the expiration and payment of the stock certificates.

The hedge of the variable interest rate, generated by the debt securities issued in March 2019, started on February 27, 2019; these stock certificates were placed at a 28-day TIIE variable rate plus 45 basis points, so a SWAP was contracted to convert it to a fixed rate of 8.03%. As of December 31, 2022, Ps.25,707, was recognized to finance cost, and for December 31, 2022, 2023 and 2024, a financial income of Ps.14,909, Ps.101,504 and Ps.23,715, respectively due to the variation of the TIIE according to the agreed fixed rate of the SWAP and concluded with the payment of principal on March 22, 2024.

The hedge of the variable interest rate, generated by the debt securities issued in February 2020, started on March 2, 2020; these stock certificates were placed at a 28-day TIIE variable rate plus 17 basis points, so a SWAP was contracted to convert it to a fixed rate of 6.332%. As of December 31, 2022, 2023 and 2024 an amount of Ps.45,669, Ps.152,487 and Ps.146,711, respectively were recognized as finance income and as of December 31, 2022, a financial expense of Ps.4,158, due to the variation of the TIIE according to the agreed fixed rate of the SWAP.

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On March 1, 2022, the Company contracted Bank of Nova Scotia two derivative financial transaction by exchange of interest rates (SWAPS) in order to hedge the risk of increasing the 30-day Libor interest rate, currently SOFR 1-month, on two loans held by MBJA in U.S. dollars totaling USD$34.0 million. The USD$4.0 million SOFR 1-month interest plus 3.10% bearing loan was swapped at a rate of 1.59%, until maturity of the loan. The second loan of USD$30.0 million bearing interest at SOFR 1-month plus, 2.85% was swapped at a rate of 1.785% until maturity of the loan. Changes in the fair value are recognized in other comprehensive income in the consolidated statement of income and other comprehensive income and are presented in the hedge reserve and are recycled to financial expenses to the extent that the interest of the associated debt is recognized, the derivative is only for SOFR 1-month. As of December 31, 2022, a financial expense of USD$0.2 million (Ps.355) and as of December 31, 2023 and 2024, a financial income of USD$0.1 million and USD$0.1 million, respectively were recognized due to the variation of the SOFR 1-month according to the agreed fixed rate of the SWAP.

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16.Bank Loans and issuance of Debt Securities

a.Bank Loans

The Company issued debt securities in Mexico to finance capital investments and refinance debt maturities, in addition to contracting bank loans for business acquisitions and for the financing of investments in airports located in Jamaica. The totality of the credits contracted with banking institutions and third parties are described below:

		December 31 2022					December 31 2023					December 31 2024
MBJA signed a simple unsecured loan with its shareholder Vantage in June 2007 for USD$10,936,000, which is repayable at the same maturity date as the IFC´s loans but are subject to restrictions. Interest is accrued at an interest rate of 14% per annum and semi-annual instalments.		Ps.		211,754			Ps.		184,762			Ps.		221,671
In February 2009, MBJA signed a simple unsecured loan with its shareholder Vantage for USD$510,000 to finance expenses related to a construction project of MBJA. The interest rate was set at 8%. The loan does not have an expiration date, no payments on account of capital have been made.				9,874					8,616					10,337
On December 28, 2017, MBJA signed a simple unsecured loan with The Bank of Nova Scotia Jamaica Limited for USD$40,000,000. The loan bears interest at SOFR 1-month plus 280 basis points for a period of 7 years from this disposition and semi-annual instalments. As of December 31, 2024 the balance amounted to USD$4.0 million.				387,230					202,722					81,073
On September 3, 2020, MBJA signed a simple unsecured loan with The Bank of Nova Scotia Jamaica Limited for USD$30,000,000. The loan bears interest at SOFR 1-month plus 310 basis points for a period of 5 years from this disposition and semi-annual instalments. On September 3, 2023, the last dispose of USD$30,000,000 was made. As of December 31, 2023 the balance amounted to USD$60,000,000.				580,845					1,013,610					1,216,098
On March 18, 2022, GAP refinanced with Bank of Nova Scotia the simple unsecured loan contracted previously for the amount of USD$95.5 million, with a four-years maturity. The loan bears interest at a fixed annual interest rate of 2.64%.				1,849,023					1,613,329					1,935,623
On March 18, 2022, GAP refinanced with BBVA Bancomer the simple unsecured loan contracted previously for the amount of USD$95.5 million, with a four-years maturity. The loan bears interest at a fixed annual interest rate of 2.45%.				1,849,023					1,613,329					1,935,623
On November 7, 2022, GAP signed a simple unsecured loan with Scotiabank for Ps.1,500,000 for a period of 12 months with a possible extension of 6 months a variable interest rate 28 days TIIE plus 38 basis points, the payment of the principal will be at maturity.				1,500,000					—					—
On June 7, 2024, GAP refinanced a simple unsecured loan with Citibanamex for Ps.1,500,000 for a period of 18 months a variable interest rate 28 days TIIE plus 24 basis points, the payment of the principal will be at maturity.				1,500,000					1,500,000					1,500,000
On July 10, 2024, GAP refinanced the simple loan with Citibanamex for Ps.1,000,000 with a 12-month maturity, bearing interest at a variable rate of 28-day TIIE plus 18 basis points.				—					1,000,000					1,000,000
On September 26, 2024, GAP refinanced the simple loan agreement with Citibanamex for USD$40,000,000 with a maturity of 6 months, bearing interest at a variable rate of SOFR plus 25 basis points, with payment of principal at maturity.				—					675,740					810,732
On October 18, 2024, GAP refinanced the simple loan agreement with Santander for Ps.1,500,000 with a 12-month maturity, bearing interest at a variable rate of 28-day TIIE plus 38 basis points, with payment of principal at maturity.				—					1,500,000					1,500,000
On June 20, 2024, GAP signed a simple credit agreement with BBVA México, S.A., for Ps.875,000, maturing in 12 months, bearing interest at a variable rate of 28-day TIIE plus 20 basis points, with payment of principal at maturity on June 19, 2025, with no commissions.				—					—					875,000
Total unpaid balance of bank loans and long-term debt				7,887,749					9,312,108					11,086,157
Less - Current portion				(1,654,891	)				(4,830,316	)				(6,982,903	)
Long-term portion		Ps.		6,232,858			Ps.		4,481,792			Ps.		4,103,254

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b)Issuance of Debt Securities

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		December 31 2022					December 31 2023					December 31 2024
Unsecured debt securities issued in the Mexican market on February 20, 2015, for Ps.1,500,000 under the name "GAP 15-2" at a fixed annual interest rate of 7.08% over a period of 10 years, maturing on February 7, 2025.				1,500,000					1,500,000					1,500,000
Unsecured debt securities issued in the Mexican market on March 29, 2019, for Ps.3,000,000 under the "GAP 19" name, at a variable interest rate of 28-day TIIE plus 45 basis points for a period of five years. As of December 31, 2024, the TIIE rate is 10.2440%.				3,000,000					3,000,000					—
Unsecured debt securities issued in the Mexican market on February 13, 2020, for Ps.3,000,000 under the "GAP 20" name, at a variable interest rate of 28-day TIIE plus 17 basis points for a period of five years. As of December 31, 2024, the TIIE rate is 10.2440%				3,000,000					3,000,000					3,000,000
Unsecured debt securities issued in the Mexican market on June 25, 2020, for Ps.602,000 under the "GAP 20-2" name, at a variable interest rate of 28-day TIIE plus 85 basis points for a period of three years, which one was paid on June 22, 2023.				602,000					—					—
Unsecured debt securities issued in the Mexican market on June 25, 2020, for Ps.3,598,000 under the "GAP 20-3" name, at a fixed interest rate of 8.14% for a period of seven years.				3,598,000					3,598,000					3,598,000
Unsecured debt securities issued in the Mexican market on May 7, 2021, for Ps.2,500,000 under the "GAP 21" name, at a variable interest rate of 28-day TIIE plus 60 basis points for a period of four years. As of December 31, 2024, the TIIE rate is 10.2440%.				2,500,000					2,500,000					2,500,000
Unsecured debt securities issued in the Mexican market on May 7, 2021, for Ps.3,000,000 under the "GAP 21-2" name, at a fixed interest rate of 7.91% for a period of seven years.				3,000,000					3,000,000					3,000,000
Green debt securities with unsecured guarantee, issued in the Mexican market on October 15, 2021, for 5-year with ticker symbol “GAP21V”, for Ps.1,500,000. Interest payable every 28 days at a variable rate of TIIE-28 plus 25 basis points; the payment of the principal will be at maturity, on October 9, 2026, with the option of early amortization. As of December 31, 2024, the TIIE rate is 10.2440%.				1,500,000					1,500,000					1,500,000
Unsecured 5-year debt securities issued in the Mexican market on March 17, 2022, for Ps.2,000,000 under the “GAP 22” name, at a variable rate of TIIE-28 plus 18 basis points for a period of five years. As of December 31, 2024, the TIIE rate is 10.2440%.				2,000,000					2,000,000					2,000,000
Unsecured debt securities issued in the Mexican market on March 17, 2022, for Ps.3,000,000 under the "GAP 22-2" name, at a fixed interest rate of 9.67% for a period of ten years.				3,000,000					3,000,000					3,000,000
Unsecured debt securities issued in the Mexican market on September 26, 2022, for Ps.2,757,588 under the "GAP 22L" name, at a variable rate of TIIE-28 plus 26 basis points for a period of five years. As of December 31, 2024, the TIIE rate is 10.2440%.				2,757,588					2,757,588					2,757,588
Unsecured 5-year debt securities issued in the Mexican market on March 27, 2023, for Ps.1,120,000 under the “GAP 23-L” name, at a variable rate of TIIE-28 plus 2 basis points for a period of four years. As of December 31, 2024, the TIIE rate is 10.2440%.				—					1,120,000					1,120,000
Unsecured debt securities issued in the Mexican market on March 27, 2023, for Ps.4,280,000 under the "GAP 23-2L" name, at a fixed interest rate of 9.65% for a period of seven years.				—					4,280,000					4,280,000
Unsecured notes, issued in the Mexican market on March 20, 2024, for Ps.1,384,868 under the ticker “GAP 24-L”, at a variable interest rate of 28-day TIIE plus 25 basis points, for a term of 3 years. As December 31, 2024, the value of the TIIE rate is 10.2440%.				—					—					1,384,868

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Debts Certificates, issued in the Mexican market on March 20, 2024, for Ps.1,615,132 under the ticker “GAP 24-2L”, interest payable every 182 days at a fixed interest rate of 9.94% for a period of seven years.				—					—					1,615,132
Debts Certificates, issued in the Mexican market on September 5, 2024, for Ps.5,648,134 under the ticker “GAP 24”, at a variable interest rate of 28-day TIIE plus 60 basis points, for a term of 5 years. As December 31, 2024, the value of the TIIE rate is 10.2440%.				—					—					5,648,134
Total unpaid balance of long-term debt				26,457,588					31,255,588					36,903,722
Less - Current portion				(602,000	)				(3,000,000	)				(7,000,000	)
Long-term portion		Ps.		25,855,588			Ps.		28,255,588			Ps.		29,903,722

The resources obtained during 2024 from the issuance of the long-term debt securities were used for the payment of the principal amount of Ps.3,000,000 of the “GAP 19” debt securities issued on March 27, 2019 and maturing on March 22, 2024 and the “GAP 15” debt securities issued on February 20, 2015 and maturing on February 7, 2025 in the amount of Ps.1,500,000.

The debt previously described, matures as follows:

Year		Amount
2025		Ps.		13,982,903
2026				9,248,833
2027				6,982,868
2028				3,000,000
2029				5,648,134
Thereafter				9,127,141
		Ps.		47,989,879

As of December 31, 2022, 2023 and 2024, debts are payable by the following companies:

At December 31, 2022

Company

Current

Long-Term

Total

GAP

Ps.

2,102,000

Ps.

31,053,634

Ps.

33,155,634

MBJA

154,891

1,034,812

1,189,703

Total

Ps.

2,256,891

Ps.

32,088,446

Ps.

34,345,337

At December 31, 2023

Company

Current

Long-Term

Total

GAP

Ps.

7,000,000

Ps.

32,157,986

Ps.

39,157,986

MBJA

830,316

579,394

1,409,710

Total

Ps.

7,830,316

Ps.

32,737,380

Ps.

40,567,696

At December 31, 2024

Company

Current

Long-Term

Total

GAP

Ps.

12,685,732

Ps.

33,774,967

Ps.

46,460,699

MBJA

1,297,171

232,009

1,529,180

Total

Ps.

13,982,903

Ps.

34,006,976

Ps.

47,989,879

The loan agreements limit the Company’s use of proceeds for the financing of capital expenditures, working capital and prepayments of loans, in addition to prohibiting the merger of the airport creditors with any other entity, as well as the prohibition of sales or transfers of assets in an amount greater than Ps.1,000, without previous authorization from the creditors. In the event of non-compliance with any of the contracts, dividends from the legal entity may not be decreed. The obligation to maintain certain financial metrics is also established, with the refinancing of the loans some modifications were made and have been fulfilled.

As a result of the issuance of the debt securities, the Company has covenants which have been fulfilled during 2022, 2023 and 2024. The principal payment of the debt securities will be made at the end of the contractual term. Direct costs incurred in the issuance or incurrence of debt are deferred and amortized as part of interest expense, using the effective interest rate method over the term of each transaction. These costs include commissions and professional fees.

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c)Reconciliation of liabilities arising from financing activities

									Non-cash changes
	Balance as of January 1, 2023		Repayments on bank loans and payments of debt securities		Proceeds from issuance of Debt securities		Proceeds from Debt long-term		Exchange effects		Long-term reclassification		Fair value adjustments in P&L		Hedges fair value adjustments		Balance as of December 31, 2023
Debt securities current portion	Ps.	2,256,892	Ps.	(2,244,132)	Ps.	—	Ps.	2,715,459	Ps.	(552,569)	Ps.	5,654,576	Ps.	—	Ps.	—	Ps.	7,830,226
Long-term borrowings		6,232,858		—		—		1,000,000		(96,490)		(2,654,576)		—		—		4,481,792
Debt securities		25,855,588		—		5,400,000		—		—		(3,000,000)		—		—		28,255,588
Derivative financial instruments (Note 15)		(241,492)		—		—		—		—		—		-		100,786		(140,706)
Total	Ps.	34,103,846	Ps.	(2,244,132)	Ps.	5,400,000	Ps.	3,715,459	Ps.	(649,059)	Ps.	—	Ps.	-	Ps.	100,786	Ps.	40,426,900

									Non-cash changes
	Balance as of January 1, 2024		Repayments on bank loans and payments of debt securities		Proceeds from issuance of Debt securities		Proceeds from Debt long-term		Exchange effects		Long-term reclassification		Fair value adjustments in P&L		Hedges fair value adjustments		Balance as of December 31, 2024
Debt securities current portion	Ps.	7,830,226	Ps.	(7,929,881)	Ps.	—	Ps.	5,658,480	Ps.	99,565	Ps.	8,324,513	Ps.	—	Ps.	—	Ps.	13,982,893
Long-term borrowings		4,481,792		—		—		-		945,975		(1,324,513)		—		—		4,103,254
Debt securities		28,255,588		—		8,648,134		—		—		(7,000,000)		—		—		29,903,722
Derivative financial instruments (Note 15)		(140,706)		—		—		—		—		—		-		133,940		(6,766)
Total	Ps.	40,426,900	Ps.	(7,929,881)	Ps.	8,648,134	Ps.	5,658,480	Ps.	1,045,540	Ps.	—	Ps.	-	Ps.	133,940	Ps.	47,983,103

																	Non-cash changes
	Balance as of January 1, 2022				Repayments on bank loans and payments of debt securities				Proceeds from issuance of Debt securities				Proceeds from Debt long-term				Exchange effects				Long-term reclassification				Fair value adjustments in P&L				Hedges fair value adjustments				Balance as of December 31, 2022
Debt securities current portion	Ps.		3,964,668		Ps.		(3,964,668	)	Ps.		—		Ps.		1,500,000		Ps.		—		Ps.		756,892		Ps.		—		Ps.		—		Ps.		2,256,892
Long-term borrowings			5,196,240				(3,874,339	)			—				5,372,783				(306,934	)			(154,892	)			—				—				6,232,858
Debt securities			18,700,000				—				7,757,588				—				—				(602,000	)			—				—				25,855,588
Derivative financial instruments (Note 15)			(18,324	)			—				—				—				—				—				(6,756	)			(216,412	)			(241,492	)
Total	Ps.		27,842,584		Ps.		(7,839,007	)	Ps.		7,757,588		Ps.		6,872,783		Ps.		(306,934	)	Ps.		—		Ps.		(6,756	)	Ps.		(216,412	)	Ps.		34,103,846

17.Retirement employee benefits

a.Defined contribution plans – Under Mexican legislation, the Company makes payments equivalent to 2% of its workers’ daily comprehensive salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps.12,496, Ps.15,860 and Ps.24,961 in 2022, 2023 and 2024, respectively.

In Jamaica, the Company operates a defined contribution pension plan, which is managed by an independent trust. The Company has no further obligation other than its contribution mandated under the plan. The pension plan is financed primarily by payments from employees and the Company.

b.Defined benefit plans – According to the Federal Labor Law in Article 162, the Company is required to pay in Mexico a seniority premium as post employment benefits if an employee leaves and if have at least 15 years of service, which consist of a payment of 12 days per worked year based on the last salary, not to exceed twice the legal minimum wage established by law. The present value of the retirement benefit obligation and the current service cost and past service costs were calculated by independent experts using the projected unit credit method.

The defined benefit plans in Mexico usually expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.

Interest risk		A decrease in the interest rate bond will increase the plan liability.
Longevity risk		The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of the plan participants, 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 the plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

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The amount included in the consolidated statement of financial position arising from the obligation of the Company for defined benefit plans on December 31, 2022, 2023 and 2024 is as follows:

		2022					2023					2024
Present value of defined benefit obligations		Ps.		216,908			Ps.		280,423			Ps.		353,509

The table below shows the movements in the present value of defined benefit obligations:

		2022					2023					2024
Opening defined benefit obligation		Ps.		193,126			Ps.		216,908			Ps.		280,423
Service cost recognized in net income				35,530					51,452					68,020
New measurement losses / (gains):
Actuarial losses (gains) resulting from changes in    financial and demographic assumptions				(8,802	)				15,932					(10,201	)
Benefits paid				(2,946	)				(3,869	)				15,267
Ending defined benefit obligation		Ps.		216,908			Ps.		280,423			Ps.		353,509

Below are the amounts for the years ended December 31, 2022, 2023 and 2024 that were recognized in the consolidated statements of profit or loss and other comprehensive income:

		2022					2023					2024
Current service labor cost		Ps.		20,213			Ps.		22,352			Ps.		36,997
Interest cost				15,999					30,273					30,834
Actuarial (gains) losses				(682	)				(1,173	)				189
Components of defined benefit costs recognized in net income (Note 24)				35,530					51,452					68,020
Benefits paid				(2,946	)				(3,869	)				15,267
Measurement of net defined benefit liability:
Actuarial losses arising from changes in financial and demographic assumptions recognized in other comprehensive income				(8,802	)				15,932					(10,201	)
Total recognized as employee benefit cost		Ps.		23,782			Ps.		63,515			Ps.		73,086

The main actuarial assumptions at the reporting date (expressed as weighted average nominal rates) are shown below:

		2022		2023		2024
Discount of the projected benefit obligation at present value		10.2%		9.7%		10.7%
Salary increase		6.0%		5.3%		6.2%
Remaining labor life		15.7 years		15.9 years		16.4 years
Inflation		5.8%		3.80%		4.2%

The discount rate is determined based on the structure of the interest rate curve of government bonds for 30 years. The net interest cost on the retirement benefit obligation is recorded in profit and loss within the operating cost, in conjunction with the other components of liabilities for retirement benefits.

If the discount rate had a variation of 100 basis points upward or downward, the effect on the liability for retirement benefits would be impacted by Ps.26,328.

Assumptions related to expected mortality are based on statistics and experience of the Mexican population. The average life expectancy of an individual retiring at age 65 is 17 years for men and 19 years for women (Demographic Mortality Experience for Active people, EMSSA 2009).

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18.Equity

a.As of December 31, 2022, common stock consists of the following:

		Number of    shares				Nominal value
Fixed Capital
Series B			435,456,340			Ps.		6,967,905
Series BB			76,845,237					1,229,631
Total			512,301,577			Ps.		8,197,536

b.As of December 31, 2023, common stock consists of the following:

		Number of  shares				Nominal    value
Fixed Capital
Series B			429,485,845			Ps.		6,967,905
Series BB			75,791,619					1,229,631
Total			505,277,464			Ps.		8,197,536

c.As of December 31, 2024, common stock consists of the following:

		Number of  shares				Nominal    value
Fixed Capital
Series B			429,485,845			Ps.		1,015,232
Series BB			75,791,619					179,158
Total			505,277,464			Ps.		1,194,390

As of December 31, 2024, all shares are fully subscribed and paid. The Company’s shares are represented by common ordinary shares and without nominal value. Series “BB” shares, which may represent up to 15% of common stock, may only be transferred upon prior conversion into Series “B” shares, based on certain time restrictions.

Each share of Series “B” and “BB” gives the holder the right to one vote at any Ordinary Shareholders’ Meeting. According to the Company’s bylaws, shareholders of Series “B” shares either individually or jointly with their related parties, cannot hold more than 10% of the total outstanding common stock of the Company, and therefore are prohibited from exceeding such limits by participating through trusts, agreements, social pacts or bylaws, pyramid schemes or any other mechanism that provides a larger share than legally allowed. Additionally, the Company’s bylaws provide that if a person individually or jointly with its related parties, acquires a percentage of shares exceeding the limits of participation previously mentioned, the person or group of persons will be required to sell the excess over what is allowed through a public offering, during which time, the shares owned over the 10% threshold by such individuals will not have voting rights and cannot be represented in any Shareholders’ Meeting. Furthermore, the shareholders of Series “BB” shares, either individually or jointly with their related parties, may also be owners of shares of Series “B” shares, regardless of the shares they hold in the aggregate of Series “B” and Series “BB”. However, for those shareholders of the Series “BB” shares, their votes will be limited to no more than 10% of the voting common stock, and any additional participation is required to vote in the same way of the majority of the votes in any Shareholders’ Meeting.

Shareholders of Series “BB” shares are entitled to elect four members to the board of directors and their alternates, whereas shareholders of Series “B” shares with rights to vote, even limited or restricted, that individually or together owning 10% or more of the Company’s capital stock is entitled to elect one member to the board of directors at a Shareholders’ Meeting, and in such instances, such a shareholder or group of shareholders may not exercise the right to vote for the board members corresponding to the majority. If any shareholder or group of shareholders representing at least 10% of the common shares of which the common stock is comprised, exercises the right to appoint a board member, such a shareholder will not have the right to vote in the designation of the board members that correspond to appointment by the majority of Series “B” shareholders. The total number of members of the Board of Directors of the Company is 11, therefore holders of Series “B” shares have the right to appoint only seven members.

The members of the Board of Directors appointed by the Shareholders of the Series “BB” will have the ability to make the following valid designations: (i) upon consultation with the Company’s Nomination and Compensation Committee, appointment and dismissal of the Chief Executive Officer and the top-level executive officers; (ii) appointment of three of the six members of the Operating Committee

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and three alternates, and the number of members and their alternates to the Audit Committee, including the acquisition, nominations and compensation corresponding to 20% (twenty percent) of the total members, with the understanding that there will be at least one member and alternate, for each of them, iii) in the creation and determination of the Operating Committee whom are not part of the Company, members of the Board of Directors or the Company’s officers. In the case of the Audit Committee, the legal requirements of independence are also met.

d.In an Ordinary Shareholders’ Meeting held on April 22, 2022, the Shareholders approved the cancellation of the remnant of the repurchase fund for Ps.2,031,782, approved in an Ordinary General Shareholders’ Meeting held on April 27, 2021 and September 14, 2021 and a maximum amount of resources allocated was approved for the repurchase of the Company’s own shares of Ps.2,000,000 during the 12 months following its approval, if the Company’s management determines it convenient or necessary. In addition, proposal to cancel from the Company’s current legal reserves such amount exceeding 20% of the historical common stock of the Company and allocating said excess amount to the Company’s retained earnings account by amount of Ps.1,558,475.

e.In an Ordinary Shareholders’ Meeting held on April 22, 2022, the Shareholders approved a dividend payment of Ps.14.40 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.7.20 per outstanding share was made on May 16, 2022 of Ps.3,675,745 and the second payment for Ps.7.20 per outstanding shade was made on November 17, 2022 of Ps.3,637,998, the total payment amounted was Ps.7,313,743.

f.In a General Extraordinary Shareholders’ Meeting held on April 22, 2022, the Shareholders approved i) the increase in the Company’s Capital Stock by capitalizing the retained earnings, in the amount of Ps.8,027,155; ii) the cancellation of 13,273,970 shares of the Company held in treasury. The Shareholders’ Meeting was informed that, as a consequence, all the necessary corporate legal procedures were carried out, as well as the reform of Article Six of the By-laws of the Company that derive from the approvals, to read as follows: "The Capital Stock will be variable. The fixed minimum part of the Capital Stock is Ps.8,197,536, represented by 512,301,577 shares, registered of Class I and without par value expression, fully subscribed and paid”.

g.In an Ordinary Shareholders’ Meeting held on April 13, 2023, the Shareholders approved a dividend payment of Ps.14.84 per outstanding shares at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps.3.71 per outstanding share was made on May 18, 2023, the second payment for Ps.3.71 per outstanding share was made on July 13, 2023, the third payment for Ps.3.71 per outstanding share was made on October 12, 2023, and the fourth and final payment for Ps.3.71 per outstanding share was made on December 14, 2023.

h.On April 13, 2023, in an Annual Shareholders’ Meeting, the Shareholders approved the proposal of cancellation of the remnant of the repurchase fund reserve, approved in an Ordinary General Shareholders’ Meeting held on April 22, 2022 for an amount of Ps.499,486, as well as, approval a maximum amount of resources allocated for the repurchase of the Company’s own shares of Ps.2,500,000 during the 12 months after April 13, 2023, in accordance with Article 56 of the Securities Market Law. From the approved amount, no shares have been repurchased.

i.On April 13, 2023, the General Extraordinary Shareholders’ Meeting approved to cancel of 7,024,113 stock shares of the Company that was in treasury.

j.On May 23, 2023, the Ordinary Shareholders’ Meeting approved the ratification, appointment, and designation of the board of directors.

k.In an Ordinary Stockholders’ Meeting held on April 25, 2024, the Shareholders approved the cancellation of the remnant of the repurchase fund not exercised and approved in an Ordinary General Stockholders’ Meeting held on April 13, 2023, for an amount of Ps.2,500,000. As well as approval a maximum amount for the repurchase of the Company’s own shares or debt securities representing such shares an amount of Ps.2,500,000, during the 12 months after April 25, 2024, in accordance with Article 56 section IV of the Securities Market Law. From the approved amount in fiscal year 2024, no shares have been repurchased.

l.In a General Extraordinary Stockholders’ Meeting held on April 25, 2024, the Shareholders approved: i) a capital reduction of Ps.13.86 per outstanding share to be paid in the following 12 months. The Shareholder’s Meeting was informed that, as a consequence, all the necessary corporate legal procedures were carried out, as well the reform to Article Six of the Bylaws of the Company that derive from the approvals, to read as follows: “The Capital Stock will be variable. The fixed minimum part of the Capital Stocks is Ps.1,194,390, represented by 505,277,464 shares, registered of Class I and without value expression, fully subscribed and paid”. The first payment of Ps.3,501,573 was made on July 23, 2024, the second payment of Ps.3,501,573 was made on November 26, 2024.

m.General Corporate Law requires that at least 5% of the unconsolidated net income of the year, be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (nominal pesos). The legal reserve may be capitalized but may not be distributed, except in the form of stock dividends, until the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. As of December 31, 2022, 2023 and 2024, the legal reserve, in nominal pesos, was Ps.34,076, Ps.478,185 and Ps.920,187, respectively, corresponding to 0.42%, 5.83% and 77.0%, of the common stock, respectively.

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n.Stockholders’ equity distribution, except for the restatement amounts of the common stock contributed and the Net tax income account, will be subject to an ISR tax, calculated at the tax rate applicable to the distribution year. This corporate level dividend income tax on the distribution of earnings may be applied as a credit against ISR corresponds to the fiscal year in which the dividend was paid and the subsequent two fiscal years following the date in which the dividend was paid. Starting in 2014, dividends distributed to shareholders that originate from tax retained earnings generated from 2014 and later, will generate an additional withholding tax of 10% that is directly attributable to non-Mexican and individual shareholders receiving the dividend.

o.The balances of Shareholders’ equity tax accounts as of December 31, 2022, 2023 and 2024 were as follows:

		2022					2023					2024
Contributed capital account		Ps.		23,197,291			Ps.		24,278,285			Ps.		18,174,333
Net tax income account				12,516,766					12,008,787					21,892,344
Stockholders equity tax account		Ps.		35,714,057			Ps.		36,287,072			Ps.		40,066,677

p.In years 2022, 2023 and 2024 the balance of other comprehensive income consists of the reserve for foreign currency translation of DCA, MBJA and PACKAL from functional currency (euro and US dollar respectively) to the reporting currency (Mexican peso), the effects of the remeasurements of the employee benefit, the net income tax and the reserve for cash flow hedges financial instruments.

19.Non-controlling interest (NCI)

On April 20, 2015 the Company acquired 100% of the shares of DCA, which owns 74.5% of the shares of MBJA and the remaining 25.5% is held by Vantage, as a non-controlling shareholder.

On March 13, 2022, the Board of Directors of MBJA approved to declare dividends from retained earnings in the amount of USD$30.0 million, which was distributed to DCA USD$22.35 million (Ps.449,803 an exchange rate of Ps.20.1254) and to Vantage USD$7.65 million (Ps.153,959 an exchange rate Ps.20.1254) and were paid on June 7, 2022.

On September 13, 2023, the Board of Directors of MBJA approved to declare dividends from retained earnings in the amount of USD$30.0 million, which was distributed to DCA USD$22.35 million (Ps.391,199 an exchange rate of Ps.17.5033) and to Vantage USD$7.65 million (Ps.135,913 an exchange rate Ps.17.5033) and were paid on November 15, 2023.

On May 2, 2024, the Board of Directors of MBJA approved to declare dividends from retained earnings in the amount of USD$30.0 million, which was distributed to DCA USD$22.35 million and to Vantage USD$7.65 million, the first payment of USD$15.0 million (Ps.189,416 an exchange rate of Ps.16.9500 and Ps.64,834 an exchange rate of Ps.16.9500), respectively, was made on May 31, 2024. The second payment of USD$15.0 million (Ps.218,885 an exchange rate of Ps.19.5870 and Ps.74,920 an exchange rate of Ps.19.5870), respectively, was made on September 27, 2024.

On June 20, 2024 the Company acquired 51.5% of the shares of GWTC, the remaining 48.5% belongs to prior Shareholders, as a non-controlling interest.

The following table summarizes the information relating to DCA and GWTC that has material NCI, before any intra-group elimination as of December 31:

		2022					2023					2024
NCI percentage		25.5%					25.5%					25.5%
Non-current assets		Ps.		5,836,193			Ps.		5,338,641			Ps.		6,459,629
Current assets				1,689,382					2,282,766					2,993,368
Non-current liabilities				(2,377,104	)				(2,336,742	)				(3,031,873	)
Current liabilities				(485,025	)				(724,416	)				(975,452	)
Net assets				4,663,446					4,560,249					5,445,672
Net assets attributable to NCI		Ps.		1,189,179			Ps.		1,162,863			Ps.		2,275,940

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		2022					2023					2024
Revenues		Ps.		2,493,000			Ps.		2,811,173			Ps.		3,626,664
Profit / (loss)				675,792					575,248					802,252
OCI				(405,354	)				(629,243	)				481,171
Total comprehensive income				270,438					(53,995	)				1,283,423
Profit / (loss) allocated to NCI				172,327					146,688					263,282
OCI allocated to NCI		Ps.		(29,617	)		Ps.		(77,868	)		Ps.		115,438

		2022					2023					2024
Net cash provided by operating activities				788,265					1,211,479					897,222
Net cash provided by investment activities				(204,114	)				(330,259	)				(385,817	)
Net cash used in financing activities				(234,336	)				144,613					(436,119	)
Net increase (decrease) in cash and cash equivalents		Ps.		349,815			Ps.		1,025,833			Ps.		75,286

20.Revenues

According to the General Law on Airports and its regulations in Mexico, certain of the Company’s revenue are classified as airport, complementary and commercial services. Airport services generally include the use of airport runways, taxiways and parking areas for arriving and departing planes, use of passenger walkways, security services, hangars, and, in general, use of the space inside the terminal and other infrastructure by aircraft, passengers and cargo services. These services include rental of space that is vital for the operation of airlines and complementary service providers.

Complementary services are ramps and handling services, catering, maintenance and repairs, and traffic and dispatch services. Commercial services include services that are not essential for the operation of an airport; therefore, these revenues are not regulated by MT, lease of space to retailers, VIP Lounges, Publicity, Convenience Store , lodging services, and other miscellaneous income.. Since July 1°, 2024, the Company recognized revenues from handling storage and custody services in facilities considered as bonded warehouses.

The revenues of the subsidiaries MBJA and PACKAL have the same classification, therefore consolidated in the area that correspond to the numbers of airports in Mexico.

A price regulation system establishes in Mexico a MT rate for airport services and complementary services for each airport for each 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 sources. Under this regulation, a workload unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo. As of December 2019, SCIT authorized the Company’s maximum rates applicable for the period 2020-2024. In August 2020, the Company presented to the Aeronautical Authority a proposal for adjustment to the MDP, which was authorized in November 2020, so the investment figures were adjusted and from 2021 a new MT was applied for the 2021-2024 period.

The maximum rates of the Jamaican Airports, were approved in November 2019 and are applicable from the period 2020-2024.

During the periods ended December 31, 2022, 2023 and 2024, compliance with the TM by the Company’s Mexican airports were 96.1%, 96.0% and 92.5%, respectively.

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The table below presents a summary for the years ended December 31, 2022, 2023 and 2024, of the Company’s revenues (these do not include revenues related to improvements to concession assets under IFRIC 12). Using the Airports Law classification, the information is sent to the SICT to comply with the Company’s reporting obligations with respect to regulated and unregulated revenues, which are classified as either aeronautical or non-aeronautical revenues. For this presentation, access fees charged to third parties for complementary services are classified as airport services.

		2022					2023					2024
Regulated revenues
Airport operating services to airlines:
Landing		Ps.		1,262,276			Ps.		1,406,936			Ps.		1,468,350
Charges for not canceling extended stay reservations				10,102					27,774					16,187
Parking on embarking/disembarking platform				147,775					172,395					210,956
Parking on extended stay or overnight platform				130,002					132,556					143,719
Passenger walkways and shuttle buses				36,646					38,383					38,510
Airport security charges				517,402					569,599					613,821
Airport real estate services to airlines:
Leasing of hangars to airlines				31,470					31,072					33,416
Leasing of shops, warehouses and stockrooms to airlines (operating)				6,252					7,148					7,366
Leasing of space and other terminal facilities to airlines within the terminal    (operating)				72,975					70,152					80,467
Leasing of land and other surfaces to airlines outside the terminal (operating)				11,308					8,619					9,063
Leasing of check-in desks and other terminal space				5,132					5,366					5,316
Leasing of desks and other terminal space for ticket sale				2,187					2,165					6,115
Airport passenger services:
Domestic passenger charges				6,753,767					7,784,766					7,154,755
International passenger charges				7,689,784					8,276,384					8,520,174
Airport real estate services and rights of access to other operators				100,864					109,983					117,424
Complementary services:
Catering services				31,647					39,337					52,113
Other third-party ramp services rendered to airlines				160,196					188,772					214,253
Traffic and/or dispatch				39,123					44,759					48,773
Fuel supply or removal				314,642					335,941					353,595
Third-party airplane maintenance and repair				13,184					15,288					15,694
Total aeronautical services (regulated revenues included in the maximum rate)				17,336,734					19,267,395					19,110,067
Regulated revenues not included in the maximum rate:
Car parking charges				548,862					706,923					696,958
Recovery of cost over aeronautical services				133,163					134,753					130,028
Recovery of cost over non-aeronautical services				90,257					93,802					108,732
Total regulated revenues not included in the maximum rate				772,282					935,478					935,718
Total regulated revenues				18,109,016					20,202,873					20,045,785

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		2022					2023					2024
Unregulated revenues(1)
Commercial concessions:
Retail operations				398,956					500,449					531,302
Food and beverages				484,804					617,302					835,559
Duty free				584,218					600,300					628,769
VIP lounges				65,593					74,523					136,348
Financial services				59,479					60,885					62,927
Communications and networks				13,770					13,890					15,199
Car rentals				471,340					526,202					750,708
Commercial leasing				24,797					20,016					13,130
Advertising				104,830					149,244					179,104
Time sharing developers				237,783					225,927					241,398
Leasing of space to airlines and other complementary service providers    (non-operating)				148,100					205,381					214,273
Lease outside the terminal				96,041					111,031					68,262
Convenience store				315,788					494,665					569,556
VIP Lounges operated directly				374,038					432,481					513,655
Royalties				7,141					2,277					-
Cargo operation and bonded warehouse				-					-					837,165
Hotel Operation				-					-					83,335
Revenues from sharing of commercial activities:
Retail operations				215,055					197,718					158,882
Food and beverages				293,713					385,580					324,656
Duty free				127,072					161,180					120,241
Financial services				31,518					41,736					31,538
Car rentals				70,374					84,023					60,105
Access fee for ground transportation				109,552					122,249					128,500
Non-airport access fees				45,187					32,557					16,621
Other leases				25,197					42,598					52,781
Services rendered to ASA				3,081					2,891					2,825
Various commercial-related revenues				117,529					124,846					159,209
Total unregulated revenues				4,424,956					5,229,951					6,736,048
Total of Non-aeronautical services(2)				5,197,238					6,165,429					7,671,766
Total aeronautical and non-aeronautical services		Ps.		22,533,972			Ps.		25,432,824			Ps.		26,781,833

(1)Unregulated revenues are earned based on the terms of the Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the National Consumer Price Index (INPC) in Mexico and based on the CPI or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company’s operating lease agreements are included under the caption “Commercial concessions” above. Revenues earned in excess of the minimum guaranteed rent are included in the “Revenues from sharing of commercial activities” caption above (Note 31).

(2)Includes the total regulated revenues not included in the maximum rate and total unregulated revenues.

Revenues from improvements to concession assets are recognized with respect to the additions and improvements made by the Company, which are committed under the MDP, and is a requirement of fulfillment. Revenues for the years ended as of December 31, 2022, 2023 and 2024 accounted for Ps.4,846,404, Ps.7,791,320 and Ps.6,832,541, respectively.

The revenues of the Company recognized as of December 31, 2022, 2023 and 2024 transferred at a point in time were Ps.17,096,616, Ps.19,115,716 and Ps.18,863,430, respectively and the revenues for services transferred over time was Ps.5,437,356, Ps.6,317,108 and Ps.7,918,404, respectively, which originated from the leasing of commercial spaces.

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The revenues of the Company are measured based on the consideration specified in a contract with a client. The trade account receivable from clients corresponds to the total revenue of the Company of this note. The following table presents information on the nature and timing of satisfaction of performance obligations in contracts with customers, including significant payment terms, and the corresponding revenue recognition policy.

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Advanced payments from clients represent payments for future services that have not yet been provided and if they are not performed, the Company has the obligation to reimburse their customers for such.

Type of Contract	Nature and timing of service	Revenue recognition according IFRS 15
Aeronautical contracts with airlines	The Company provides the facilities to serve the passengers and the price is determined based on Maximum Rates approved by the SCT and the JCAA in Jamaica and is assigned based on the service category (TUA, operational airport services, and real estate services to airlines and car parking).	Revenue is recognized monthly as the service is provided, based on the movement of passengers and aircraft associated with the type of service.
Complementary services	The Company provides the facilities to the client in order to render service and ground support to the airlines, based on the specific rates according to the aircraft and tariff for cargo volume.	Revenue assigned according to the type of service provided monthly when the service is performed over time.
Commercial concessions	The Company provides spaces within its terminal buildings that consist of the rental of the space in the airport terminals (different from the spaces occupied by the airlines that are essential for its operation), income from car parking, access fees to third parties that provide catering services and other services at airports, other miscellaneous income and royalties for the use of trademarks of the Company.	Revenues are recognized through operating lease agreements, and either with monthly fixed rent or a percentage of the lessee´s monthly revenues, whichever is higher. Rental income from the Company´s leases is recognized using a straight-line basis over the term of the relevant lease.
Other commercial services	The Company provides other services such as handling, storage and custody of foreign trade merchandise in facilities considered as bonded warehouses obtained through a concession granted by the Ministry of Finance and Public Credit, other handling and storage services, lodging services, structural, functional and superficial evaluation services of pavements.	Revenue is recognized when the services are rendered, since it is when the services are completed that the consideration is receivable.

21.Depreciation and amortization

Depreciation and amortization for the years ended December 31, 2022, 2023 and 2024 were comprised of the following:

		2022					2023					2024
Depreciation		Ps.		728,860			Ps.		851,577			Ps.		1,214,148
Amortization				1,584,461					1,694,125					1,846,891
		Ps.		2,313,321			Ps.		2,545,702			Ps.		3,061,039

22.Employee Cost

Employee Cost for the years ended December 31, 2022, 2023 and 2024 was comprised of the following:

		2022					2023					2024
Wages and salaries		Ps.		900,596			Ps.		1,102,323			Ps.		1,301,962
Other remunerations				133,237					164,011					208,105
Social benefits				116,581					154,563					209,158
Severance payments				13,401					16,901					12,265
Labor union fees				22,183					24,202					25,576
Taxes on employee benefits				19,987					30,064					38,715
PTU				56,531					96,455					146,802
Retirement employee benefits				35,530					51,452					68,966
Others				75,218					84,490					114,409
		Ps.		1,373,264			Ps.		1,724,461			Ps.		2,125,958

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23.Cost of improvements to concession assets

As disclosed in Note 3.n, in conformity with IFRIC 12, the Company must recognize the revenues and costs of additions and improvements to concession assets, which they are obligated to perform at the airports as established by the MDP. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP, through bidding processes, the Company contracts third parties to carry out such construction. The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The amounts paid are set at market value.

Cost of improvements to concession assets are comprised of the following as of December 31, 2022, 2023 and 2024:

		2022					2023					2024
Cost of improvements to concession assets		Ps.		4,846,404			Ps.		7,791,320			Ps.		6,832,541

24.Other income – net

Other expenses (incomes) are comprised of the following as of December 31, 2022, 2023 and 2024:

		2022					2023					2024
Recovery insurance		Ps.		(4,946	)		Ps.		(6,295	)		Ps.		(12,971	)
Sale of fixed assets				(7,001	)				(5,365	)				(87,880	)
Cancellation of non-eligible liabilities and provisions				(17,784	)				(24,948	)				(25,220	)
Other income				(36,515	)				(27,724	)				(102,467	)
Total other income				(66,246	)				(64,332	)				(228,538	)

Repair of damage from natural disasters				3,105					18,262					4,857
Cost of retirement and disposal of fixed assets				21,382					5,339					45,890
Other expenses				15,331					24,855					72,715
Total other expenses				39,818					48,456					123,462
Other expense (income) – Net		Ps.		(26,428	)		Ps.		(15,876	)		Ps.		(105,076	)

25.Finance cost – Net

The net finance (cost) income is comprised of the following for the years ended December 31, 2022, 2023 and 2024:

		2022					2023					2024
Interest income from cash equivalents		Ps.		677,542			Ps.		1,094,923			Ps.		1,086,019
Interest on recovered taxes				45,489					43,655					2,997
Gain on derivative financial instruments				6,765					-					-
Gain in interest hedge				64,942					253,991					170,426
Other				41,251					10,395					29,829
Total finance income				835,989					1,402,964					1,289,271
Interest cost from bank loans				(210,335	)				(679,027	)				(786,038	)
Interest cost from hedges				(54,633	)				-					-
Loss in market value				(4,069	)				-					-
Other financing costs				(73,231	)				(70,478	)				(85,413	)
Interest cost for debt securities				(2,113,650	)				(2,689,771	)				(3,232,972	)
Total finance cost				(2,455,918	)				(3,439,276	)				(4,104,423	)
Exchange gain				1,229,799					2,077,806					1,636,929
Exchange loss				(1,148,379	)				(2,418,517	)				(1,756,680	)
Exchange (loss) gain - Net				81,420					(340,711	)				(119,751	)
Finance cost - Net		Ps.		(1,538,509	)		Ps.		(2,377,023	)		Ps.		(2,934,903	)

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26.Commitments

a.On December 12, 2019, for Mexico’s airports, the SICT approved to the Company the MDP for the period 2020-2024. In August 2020, the Company presented to the Aeronautical Authority an adjustment proposal for the extraordinary review of the MDP due to the negative effects of the COVID-19 pandemic, postponing investment that were scheduled to conclude in 2024, now will end in 2026, which was authorized by authority in November 2020.

b.On August 27, 2024 for the airports in Mexico, the SICT authorized the Company the MDP for the period 2025-2029.

Below are shown the investments committed through the period:

Year		Committed amount
2025		Ps.		10,946,670
2026				7,360,817
2027				8,788,093
2028				6,852,096
2029				9,237,283
		Ps.		43,184,959

The committed amounts above are expressed in pesos of purchasing power as of December 31, 2022.

c.In the same way AAJ approved the committed investments of the MDP for USD$111.7 million for MBJA and USD$101.4 million for PACKAL, through the 2020-2024 period. In December 2020, the AAJ granted MBJA and PACKAL the capital investment deferral for 2020 so it can start in June 2021. During 2022, 2023 and 2024, MBJA made investments for USD$5.5 million, USD$11.6 million and USD$12.5 million, respectively, and PACKAL for USD$1.0 million, USD$2.6 million and USD$22.4 million, respectively, in 2022, 2023 and 2024.

d.In March 2022, the Federal Civil Aviation Agency (AFAC) authorized 100% compliance with the MDP during 2021.

e.In March 2023, the Federal Civil Aviation Agency (AFAC) authorized 100% compliance with the MDP during 2022.

f.In March 2024, the AFAC authorized 100% compliance with the MDP for fiscal year 2023.

27.Contingencies

a)Several municipalities have filed real estate tax claims against some airports in Mexico related to the land where the airports operate. Based on the opinion of its external legal counsel, the Company believes that there are no legal grounds for such claims. Therefore, the Company has initiated legal proceedings to invalidate the claims, and, where applicable, related foreclosures or other actions. Although no assurance can be given, the Company does not expect the resolutions to have any adverse effects on its financial position or profit or loss and other comprehensive income.

On November 26, 2014, the Tijuana municipal authority issued a requirement for payment of property tax for the period from 2000 to 2014 in the amount of Ps.234,780, which was challenged again by the Company on December 19, 2014. A jurisdictional court granted the Company the suspension against acts of municipal authority establishing the amount of Ps.234,780 for a bond as collateral, which has been challenged by judgment of invalidity as the Company believes that in previous proceedings it is already guaranteed part of the amount set by the Court, on June 19, 2018 the bond was exhibited before the Municipal Authority of Tijuana, Baja California for the amount of Ps.122,926. In October 2020, the Court issued a judgment adverse to the interests of the Company, for which an appeal for review was filed, which was admitted by the Superior Court of Justice on January 14, 2021. On June 28, 2022, in a plenary session, the Court confirmed the inadmissibility of the claim made by the airport. The company is in the process of challenging the second instance ruling. On August 24, 2022, an amparo lawsuit was filed before the responsible authority against the resolution of reference, which to date of this trial, the still pending to be resolved. Likewise, the Municipal Authority of Tijuana made the payment requirements for the property tax for the years 2015, 2016 and 2017, in the first quarter of the year 2020, 2021 and 2022 respectively, which are being challenged to date before the competent courts and are pending resolution Likewise, during the month of March 2023, the Municipal Authority of reference made a new requirement now with respect to the 2018 fiscal year, which is pending to be challenged. By virtue of this new requirement made by the Municipal Authority last April 26, 2023, the nullity lawsuit was admitted with which the Company will seek to nullify, in a legal manner, the effects of this requirement made in the month of March 2023. The Company continues with its challenge process. During the first quarter of 2024 the Federal Court will issue a resolution in this regard.

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Also, on March 27, 2024, the Municipal Authority required the airport to pay the property tax in the amount of Ps.31,450 million for the fiscal year 2019. This new requirement has already been challenged by the Company for the same reasons for which the federal lawsuit was resolved in favor of the airport.

b)On October 1, 2013, the Company received four summonses for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Puerto Vallarta airport and various Federal Authorities in connection with four legal proceedings filed by the participants in the Ejido Valle de Banderas. The Ejido is claiming restitution or payment as compensation in respect of 154 hectares of land comprising this airport, besides the partial cancellation of the concession granted to the Puerto Vallarta airport. On January 24, 2014, the first audience was held where the Ejido ratified the lawsuit and the Company demanded the suspension of this process due to the incompetence of jurisdiction, as a result, the audience was delayed for three days, in order to give time to the Ejido to provide a rebuttal. The Company estimates that the court involved in this proceeding, located in the State of Nayarit, does not have jurisdiction, because the airport is located in the State of Jalisco, besides, this court is not competent to nullify an administrative act, as it is related to the concession’s title. The Court declared competent the Agrarian Court of Nayarit, a sentence which was favorable but currently challenged by the Federal Court. As a result of the objection, the Federal Superior Court declared the court of Guadalajara, Jalisco, as competent in three of them. Two of the three procedures are before the agrarian court of Jalisco pending to resolve, the incompetence by subject. The third procedure is awaiting the referral of the proceedings to the Guadalajara Court and a fourth procedure is still awaiting of the Agrarian Court of Nayarit for the last instance regarding jurisdiction over territory.

During 2020, the jurisdiction was issued for their transfer to the Guadalajara Court and they are in their initial testing stage, so as of the date of issuance of the consolidated financial statements, these procedures are still pending resolution, these proceedings are still pending resolution.

If the legal proceedings are resolved in such a way that adversely impact any of our airports, the Company’s management has other legal resources to challenge such resolutions. Additionally, under the Concession agreement, the Company has guarantees providing it with access to the airport’s land, and the Mexican government would be liable for any operational disruption caused by the Ejidos and would have to restore to the concessionaire the rights to use public property and compensate any economic damage to the airport. Thus, in the opinion of the Company and its legal counsel, no present obligation currently exists, therefore the Company has not recognized any provision regarding this matter.

c)Federal, state and environmental protection laws regulate the Company’s operations. According to these laws, the passing of regulations relating to air and water pollution, environmental impact studies, noise control and disposal of dangerous and non-dangerous material has been considered. The Federal Environmental Protection Agency has the power to impose administrative, civil and criminal penalties against companies violating environmental laws. It is also entitled to close any facilities that do not meet legal requirements. As the date of the consolidated financial statements, the Company does not have any knowledge about sanctions against it.

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28.Operating segment and geographic information

All airports provide similar services to their customers as described in Note 20.

The elimination of the investment of the Company in its subsidiaries is included under “Eliminations” along with any intersegment revenues and other significant intercompany operations.

The following are the results, assets and liabilities by segments for the years ended December 31, 2022, 2023 and 2024:

December 31, 2022		Guadalajara			Tijuana			Puerto Vallarta			San José del Cabo			Montego Bay			Hermosillo			Guanajuato			Other Airports			Total reportable segments			Other Companies			Eliminations			Total
Aeronautical services		Ps.	4,562,120		Ps.	2,690,693		Ps.	2,278,063		Ps.	2,711,345		Ps.	1,689,682		Ps.	457,013		Ps.	760,779		Ps.	2,187,039		Ps.	17,336,734		Ps.	—		Ps.	—		Ps.	17,336,734
Non-aeronautical services			877,101			532,955			524,261			1,093,300			693,603			79,181			154,845			415,586			4,370,832			826,406			—			5,197,238
Improvements to    concession assets			2,474,815			751,422			523,993			624,893			109,715			74,231			33,868			253,467			4,846,404			—			—			4,846,404
Total revenues			7,914,036			3,975,070			3,326,317			4,429,538			2,493,000			610,425			949,492			2,856,092			26,553,970			826,406			—			27,380,376
Total intersegment    revenues			—			—			—			—			—			—			—			—			—			8,894,827			(8,894,827)			—
Income from operations			3,897,415			2,227,358			1,992,568			2,739,855			1,122,272			275,292			605,139			676,820			13,536,720			9,172,302			(8,894,827)			13,814,195
Interest income			133,432			118,479			79,159			68,588			31,943			23,532			25,661			103,587			584,383			2,500,313			(2,248,707)			835,989
Interest expense			(767,773)			(532,742)			(215,845)			(356,813)			25,841			(83,366)			(84,479)			(142,388)			(2,157,565)			(2,547,060)			2,248,707			(2,455,918)
Loss on financial    investment held    for coverage			—			—			—			—			—			—			—			—			—			6,765			—			6,765
Depreciation and    amortization for the year			(439,418)			(341,674)			(196,793)			(302,051)			(491,075)			(86,112)			(80,874)			(284,653)			(2,222,650)			(90,671)			—			(2,313,321)
Share of gain of associate			—			—			—			—			—			—			—			—			—			1			—			1
Income before income    taxes			3,250,931			1,802,135			1,822,081			2,404,830			965,731			208,469			535,377			641,154			11,630,708			9,539,805			(8,894,827)			12,275,686
Income taxes expense			(880,041)			(239,072)			(465,912)			(666,377)			(250,796)			(22,788)			(128,532)			(96,269)			(2,749,790)			(340,425)			—			(3,090,212)
Total assets			16,826,327			9,563,874			7,153,346			6,783,782			2,302,148			1,959,100			1,845,541			6,345,646			52,779,764			51,005,573			(43,279,996)			60,505,341
Total liabilities			11,965,643			6,636,931			4,310,601			4,975,334			2,296,332			1,138,198			1,161,069			2,325,171			34,809,270			28,813,099			(22,945,082)			40,677,296
Investments in associates			—			—			—			—			—			—			—			—			—			118			—			118
Net cash flows provided    by operations activities			3,525,596			2,519,921			1,414,508			1,968,907			1,397,299			336,156			503,619			1,256,571			12,922,577			140,039			(542,910)			12,519,706
Net cash flow used in    investing activities			(3,677,863)			(1,416,545)			(1,579,955)			(780,692)			(204,113)			(128,091)			(138,418)			(642,938)			(8,568,615)			9,595,410			—			(8,482,383)
Net cash flow used in    financing activities			(247,552)			(1,325,895)			228,761			(1,691,110)			(942,311)			(174,446)			(512,371)			(393,570)			(5,058,494)			(9,376,386)			—			(4,925,702)
Additions to non-current as assets			11,473,157			6,111,133			4,035,010			4,151,889			5,372,863			1,079,844			1,051,393			3,421,157			36,696,446			1,194,251			—			37,890,697

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December 31, 2023		Guadalajara					Tijuana					Puerto Vallarta					San José del Cabo					Montego Bay					Hermosillo					Guanajuato					Other Airports					Total reportable segments					Other Companies					Eliminations					Total
Aeronautical services		Ps.		5,266,036			Ps.		2,915,378			Ps.		2,492,164			Ps.		2,932,155			Ps.		1,804,975			Ps.		525,222			Ps.		923,323			Ps.		2,408,142			Ps.		19,267,395			Ps.		—			Ps.		—			Ps.		19,267,395
Non-aeronautical services				1,041,913					622,543					561,976					1,169,048					800,061					98,269					182,829					437,237					4,913,873					1,251,556					—					6,165,429
Improvements to    concession assets				4,271,867					450,925					1,715,824					376,172					206,137					37,558					185,069					547,769					7,791,320					—					—					7,791,320
Total revenues				10,579,816					3,988,846					4,769,964					4,477,375					2,811,173					661,049					1,291,221					3,393,145					31,972,588					1,251,556					—					33,224,144
Total intersegment    revenues				—					—					—					—					—					—					—					—					—					8,369,155					(8,369,155	)				—
Income from operations				4,619,800					2,294,571					2,137,339					2,851,985					895,296					337,981					761,752					786,858					14,685,583					8,822,285					(8,369,155	)				15,138,713
Interest income				196,807					132,182					146,952					149,515					118,052					28,305					44,140					149,386					965,340					3,545,745					(3,108,120	)				1,402,964
Interest expense				(1,227,357	)				(557,143	)				(468,036	)				(417,251	)				21,900					(90,792	)				(118,086	)				(189,167	)				(3,045,932	)				(3,501,465	)				3,108,120					(3,439,276	)
Loss on financial    investment held    for coverage				—					—					—					—					—					—					—					—					—					—					—					—
Depreciation and    amortization for the year				(459,556	)				(421,742	)				(230,168	)				(326,769	)				(467,968	)				(99,270	)				(87,899	)				(332,729	)				(2,426,100	)				(119,602	)				—					(2,545,702	)
Share of gain of associate				—					—					—					—					—					—					—					—					—					1					—					1
Income before income    taxes				3,500,714					1,847,204					1,682,813					2,408,417					814,105					242,928					652,492					697,638					11,846,310					9,284,535					(8,369,155	)				12,761,690
Income taxes expense				(1,012,193	)				(272,352	)				(465,744	)				(674,719	)				(190,094	)				(47,872	)				(180,660	)				(132,545	)				(2,976,177	)				(95,912	)				—					(3,072,090	)
Total assets				19,923,075					9,411,058					8,067,761					7,375,756					1,829,445					1,983,026					2,193,605					6,606,148					57,389,875					66,607,919					(56,552,935	)				67,444,859
Total liabilities				1,185,166					504,424					714,059					754,806					2,579,087					285,351					403,847					1,287,445					7,714,185					39,892,672					(1,106,645	)				46,500,212
Investments in associates				—					—					—					—					—					—					—					—					—					-					—					-
Net cash flows provided    by operations activities				3,829,956					2,471,376					1,916,070					2,415,125					2,034,734					346,523					698,647					958,450					14,670,883					250,927					(986,955	)				13,934,854
Net cash flow used in    investing activities				(5,623,472	)				(828,233	)				(1,939,152	)				(607,268	)				(330,259	)				(96,579	)				(253,738	)				(636,395	)				(10,316,421	)				5,772,710					(6,548,446	)				(11,092,156	)
Net cash flow used in    financing activities				(132,785	)				(2,081,188	)				(784,133	)				(1,543,711	)				(1,109,162	)				(221,136	)				(275,360	)				(475,945	)				(6,623,420	)				8,724,660					(6,891,002	)				(4,789,761	)
Additions to non-current    as assets				16,440,266					6,444,268					5,728,023					4,432,137					4,451,408					1,068,774					1,227,213					3,978,379					43,770,469					2,150,649					—					45,921,118

December 31, 2024		Guadalajara			Tijuana			Puerto Vallarta			San José del Cabo			Montego Bay			Hermosillo			Guanajuato			Other Airports			Total reportable segments			Other Companies			Eliminations			Total
Aeronautical services		Ps.	5,372,285		Ps.	2,787,018		Ps.	2,414,056		Ps.	2,763,264		Ps.	1,870,679		Ps.	515,477		Ps.	917,088		Ps.	2,470,200		Ps.	19,110,067		Ps.	—		Ps.	—		Ps.	19,110,067
Non-aeronautical services			1,317,331			521,856			587,407			1,261,519			826,710			116,002			190,854			426,314			5,247,993			2,423,773			—			7,671,766
Improvements to    concession assets			2,978,055			394,796			1,529,823			580,258			228,550			92,854			311,567			716,638			6,832,541			—			—			6,832,541
Total revenues			9,667,671			3,703,670			4,531,286			4,605,041			2,926,939			724,333			1,419,509			3,612,152			31,190,601			2,423,773			—			33,614,374
Total intersegment    revenues			—			—			—			—			—			—			—			—			—			—			—			—
Income from operations			4,558,825			1,856,737			1,985,498			2,577,743			1,016,663			310,727			717,978			727,935			13,752,106			11,702,985			(10,404,447)			15,050,644
Interest income			108,675			71,911			117,311			212,713			127,281			46,097			43,703			113,053			840,744			765,165			(316,638)			1,289,271
Interest expense			(85,129)			(33,342)			(45,795)			(64,123)			(1,600)			(2,784)			(7,854)			(53,272)			(293,899)			(4,127,161)			316,637			(4,104,423)
Loss on financial    investment held    for coverage			—			—			—			—			—			—			—			—			—			—			—			—
Depreciation and    amortization for the year			(603,129)			(472,715)			(220,975)			(364,526)			(480,960)			(100,863)			(88,856)			(364,927)			(2,696,951)			(364,088)			—			(3,061,039)
Share of gain of associate			—			—			—			—			—			—			—			—			—			—			—			—
Income before income    taxes			4,584,792			1,912,396			2,115,131			2,875,373			737,050			376,118			777,153			821,232			14,199,245			8,320,943			(10,404,447)			12,115,741
Income taxes expense			(1,216,363)			(268,059)			(560,626)			(782,044)			(182,267)			(82,866)			(204,109)			(170,103)			(3,466,437)			226,135			—			(3,240,302)
Total assets			23,183,154			9,253,785			8,562,633			7,786,187			3,251,557			2,157,056			2,293,425			7,343,753			63,831,550			78,944,248			(61,122,725)			81,653,073
Total liabilities			3,527,338			537,554			874,292			1,021,721			2,921,359			316,090			390,550			1,703,381			11,292,285			50,414,360			(4,675,311)			57,031,334
Investments in associates			—			—			—			—			—			—			—			—			—			—			—			-
Net cash flows provided    by operations activities			4,838,698			2,456,836			2,104,689			2,691,413			1,282,586			432,691			684,270			1,459,868			15,951,051			1,283,663			(560,374)			16,674,340
Net cash flow used in    investing activities			(3,893,093)			(564,476)			(1,399,244)			(663,155)			(378,960)			(125,270)			(268,817)			(1,153,604)			(8,446,619)			4,114,608			(4,452,973)			(8,784,984)
Net cash flow used in    financing activities			(1,019,994)			(1,856,472)			(1,315,231)			(2,028,031)			(916,868)			(164,462)			(533,069)			(580,428)			(8,414,555)			7,847,474			(4,452,973)			(5,020,054)
Additions to non-current    as assets			19,490,073			6,402,930			6,924,576			4,823,390			5,992,175			1,086,793			1,413,917			4,860,588			50,994,442			5,054,149			—			56,048,591

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Non-current assets are comprised of Machinery, equipment, Improvements to leased assets, Improvements to concession assets, Airport concessions, Rights of use of airport facilities, Other acquired rights, Right-of-use assets and Other assets.

The unrealized exchange loss, net amounts (a non-cash item) disclosed in the consolidated statements of cash flow relates mainly to Other Companies segments, and comes from bank loans denominated in foreign currency.

The amounts shown in the eliminations column relates to the intercompany transactions and balances being eliminated to arrive at consolidated figures, such as, personnel services, parking operations, income and financial expenses, equity method, investments in subsidiaries, amongst the most important.

- Geographic information – All subsidiaries of the Company operate in Mexico and Jamaica. The financial information presented above covers the different regions in which these airports operate. Segment revenue has been based on the geographic location of the customers and non-current segment assets were based on the location of the assets. Montego Bay and Kingston airports corresponds to the Region of Jamaica with geographic revenue of Ps.3,653,334, Ps.4,044,747 and Ps.4,650,918 during the years ended December 31, 2022, 2023 and 2024 respectively and non-current assets of Ps.5,417,519, Ps.4,964,249 and Ps.6,434,983 as of December 31, 2022, 2023 and 2024 respectively. Geographic revenue from customers located in Mexico amounted to Ps.23,727,042, Ps.29,179,397 and Ps.28,963,456 for the years ended December 31, 2022, 2023 and 2024 and non-current assets physically located in Mexico totaled Ps.30,687,386, Ps.41,265,702 and Ps.49,613,607, as of December 31, 2022, 2023 and 2024 respectively.

- Major Customers – The Company has no dependence on a particular customer, as 52.8%, 48.3% and 46.6% of the total revenues for 2022, 2023 and 2024, respectively, corresponds to the passenger charges that are paid by passengers upon use of the Company’s airport facilities, that is collected by the airlines to be subsequently reimbursed to the airports, and are covered by the airlines through guarantees issued in favor of the airports. Without the revenues from passenger charges that airlines collect on behalf of the Company, no one customer represents more than 10% of the consolidated revenues.

- Major suppliers – The Company has no dependence on a specific supplier, due to, no one supplier represents more than 10% of its capital investments in productive assets and/or of the total operating costs.

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29.Foreign currency transactions

a.Transactions denominated in foreign currency for the years ended December 31, 2022, 2023 and 2024 were as follows:

		2022				2023				2024
		(In thousands of U.S. dollars)
Revenues from aeronautical and non-aeronautical services			233,910				283,180				291,069
Revenues for recovery expenses			1,232				1,441				1,484
Technical assistance fees			7,687				7,054				7,290
Other expenses (1)			116,663				168,687				170,520

(1)Includes interest for the years ended December 31, 2022, 2023 and 2024 by USD$8.8 million, USD$8.8 million and USD$15.0 million, respectively.

b.The exchange rates in effect on the dates of the consolidated financial statements and its issuance date were as follows:

		December 31,															March 3,
		2022					2023					2024					2025
Mexican pesos per one U.S. dollar (Note 3.o)		Ps.		19.3615			Ps.		16.8935			Ps.		20.2683			Ps.		20.4722

30.Transactions with related parties

According to the definitions of control established in IFRS, the Company does not have a company controlling its operations, however, according to these definitions, the following companies are considered related parties:

a.Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V.

AMP represents an entity with significant influence over the operation of the Company, since it has representation on the Board of Directors, participates in the policy-making processes, maintains material transactions, appoints officers and provides essential technical information, but without exercising control over the Company. No other Stockholder fulfills this definition.

Transactions with AMP, were entered into at prices comparable to those for transactions with independent parties and were as follows:

		2022					2023					2024
AMP, entity with significant influence
Expenses:
Technical assistance fees		Ps.		756,648			Ps.		851,320			Ps.		845,233

In 1999, GAP and AMP entered into a technical assistance and transfer-of-technology agreement whereby AMP and its stockholders agreed to render administrative and advisory services and transfer industry technology and know-how to GAP in Mexico in exchange for consideration. The agreement’s original 15-year term may be automatically renewed for successive five-year terms, with the approval of the stockholders, unless one party gives a termination notice to the other at least 60 days prior to the effective termination date. Only the Stockholders’ Meeting has the authority to decide the non-renewal or deny the renewal of the agreement. If GAP decides to cancel or renew the agreement, GAP needs the approval of at least 51% of the holders of Series B shares other than AMP or any party related to AMP, according to the definition of the participation agreement signed on August

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25, 1999 among the SICT, GAP in Mexico, its strategic partner and the Stockholders of the strategic partner. On August 25, 2014, 2019 and 2024, the initial term was renewed for five additional years.

On August 25, 2024, the third term of the Technical Assistance agreement between the Company and AMP expired and in the same date it was automatically renewed for an additional five years, in accordance with Clause 5.2 of the agreement.

According to the agreement, as of January 1, 2000, the Company committed to pay AMP annual consideration of USD$7,000,000 for the years 2000 and 2001 and, beginning in 2002, the greater of USD$4,000,000 (these amounts are subject to adjustment based on the CPI) or 5% of GAP’s consolidated operating income only for the Mexican airports, defined as earnings before interest income or expense, calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization.

The balance as of December 31, 2022, 2023 and 2024 was as follows::

		2022					2023					2024
AMP, entity with significant influence:
Accounts payable		Ps.		621,722			Ps.		722,923			Ps.		704,612

AMP is also entitled to the refund of expenses incurred in the rendering of services provided for in the agreement.

b.Accounts receivable with other related parties that are in the consolidated statement of financial position as of December 31, 2022, 2023 and 2024, are integrated as follows:

		2022					2023					2024
Accounts receivable:
Especialistas en Alta Cocina, S.A. de C.V. (Independent director)		Ps.		2			Ps.		24			Ps.		24
Fly by Wings, S.A. de C.V. (Independent director)		Ps.		—			Ps.		—			Ps.		591
Las Nuevas Delicias Gastronómicas, S. de R.L. de C.V.    (Independent director)		Ps.		—			Ps.		—			Ps.		1,926
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)		Ps.		35					76			Ps.		—
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)		Ps.		—			Ps.		2,265			Ps.		1,041
Otayconnect, S. de R. L. de C.V. (Shareholder)		Ps.		—			Ps.		—					569
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)		Ps.		—			Ps.		—			Ps.		45
Beer Factory México, S.A. de C.V. (Independent Director)		Ps.		—			Ps.		—			Ps.		588

c.Transactions with other related parties that are included in the consolidated statement of profit or loss and other comprehensive income as of December 31, 2022, 2023 and 2024, are as follows:

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		2022					2023					2024
Commercial revenues:
Otayconnect, S. de R. L. de C.V. (Shareholder)		Ps.		1,631			Ps.		1,681			Ps.		2,463
Las Nuevas Delicias Gastronómicas, S. de R. L. de C.V.    (Independent director)		Ps.		10,985			Ps.		8,645			Ps.		26,506
Fly by Wings, S.A. de C.V. (Independent director)		Ps.		38,259			Ps.		40,325			Ps.		27,428
Servicios empresariales de alta calidad, S.A. de C.V. (Shareholder)		Ps.		35			Ps.		19			Ps.		30
Operadora de Alimentos y Malteadas, S.A.P.I. de C.V. (Independent Director)		Ps.	—				Ps.		5,486			Ps.		32,853
Restaurantes SUSHI ITTO, S.A. de C.V. (Independent Director)		Ps.	—				Ps.		—			Ps.		2,362
Beer Factory México, S.A. de C.V. (Independent Director)		Ps.	—				Ps.	—				Ps.		2,970

		2022					2023					2024
Technical advisory:
Ingeniería y Economía del Transporte, S.A. (Shareholder)		Ps.		—			Ps.		14,620			Ps.		6,254

d.The total short term employee benefits paid to key management personnel or directors, for the years ended December 31, 2022, 2023 and 2024 were as follows:

		2022					2023					2024
Management - short term		Ps.		70,699			Ps.		89,974			Ps.		115,257
Independent directors (7)		Ps.		7,856			Ps.		9,093			Ps.		11,815

31.Leases

The Company leases space for its corporate offices under renewed operating lease agreements for a term of three and five years, counted as of June 2021 and March 2022, and will end in September 2026. The monthly rent to pay was Ps.1,435. Base rent is subject to increases in accordance with the INPC and the CPI.

The expense in pesos for income amounted was Ps.17,057, Ps.20,940 and Ps.25,859, for December 31, 2022, 2023 and 2024, respectively.

In addition to the rent described above, the Company has entered into other contracts for the rental of other assets, the amounts of which are not material.

– Leases as lessor

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a)The Company receives payments from the leasing of spaces inside the commercial area of the airports, which have been classified as operating leases. The future minimum lease payments associated with such non-cancelable in Mexico leases is as follows:

		2022					2023					2024
Less than one year		Ps.		1,478,921			Ps.		2,122,505			Ps.		2,494,023
One to two years				902,437					1,607,033					1,870,248
Two to three years				526,668					1,041,070					1,390,463
Three to four years				138,238					724,253					505,451
Four to five years				57,803					190,564					238,339
More than five years				56,108					144,767					142,567
		Ps.		3,160,175			Ps.		5,830,192			Ps.		6,641,091

b)Future minimum rental payments under non-cancelable leases in MBJA and PACKAL are as shown in the following table (in thousands of USD Dollars):

		2022					2023					2024
Less than one year		USD$		11,451			USD$		14,432			USD$		23,403
One to two years				10,129					13,974					18,670
Two to three years				9,341					12,835					5,781
Three to four years				9,044					4,302					268
Four to five years				6,021					157					146
More than five years				6,248					-					195
		USD$		52,234			USD$		45,700			USD$		48,463

During the years ended December 31, 2022, 2023 and 2024, the Company recognized income from leasing activities of Ps.3,857,886, Ps.4,542,719 and Ps.4,963,458, respectively, as part of the unregulated revenues in the consolidated statements of profit or loss and other comprehensive income.

Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee’s monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the years ended December 31, 2022, 2023 and 2024 are disclosed under the caption “Revenues from sharing of commercial activities” in Note 20.

32.New accounting standards not yet in effect

The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective:

Standard		Effective as of
IFRS 18– Presentation and disclosure in financial statements		January 1, 2027

IFRS 18 Presentation and disclosure in financial statements

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IFRS 18 will replace IAS 1 Presentation of Financial Statement and will apply to annual reports beginning on or after 1° January 2027. The standard introduces the following new requirements:

• Entities will be required to classify revenues and expenses into five categories in the statement of profit or loss, which are operating, investing, financing, discontinued operations and income taxes. Entities will also be required to present the operating profit line. Net income will remain unchanged.

• Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.

• Enhanced guidance is provided on how information should be presented in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for statements of cash flows when presenting operating cash flows under the indirect method.

The Company’s management is evaluating the impact the application of these amendments.

33.Subsequent events

- On February 6, 2025, the GAP 20 certificates were paid for Ps.3,000,000, with proceeds obtained from the issuance of GAP 25 certificates for Ps.6,000,000 and payment of principal at maturity, under the modality of communicating vessels: i) “GAP25” for Ps.3,000,000 at a variable rate TIIE plus 50 basis points, payment of principal on February 1, 2028 and ii) Reopening “GAP22-2L” Ps.3,000,000 that will pay interest every 182 days at a fixed annual rate of 9.67%, with principal payment on March 4, 2032. The additional resources were used to pay the maturity of GAP 21, for a total amount of Ps.2,500,000, as well as to finance capital expenditures in compliance with the MDP of the Company's subsidiaries in Mexico.

- On February 7, 2025, the GAP 15-2 certificates were paid for Ps.1,500,000, with resources obtained from the issuance of the GAP 24 certificates for Ps.5,648,134, maturing in 5 years and bearing interest at a variable rate of 28-day TIIE plus 60 basis points. The additional resources will be used to finance capital expenditures in compliance with the MDP of the Company's subsidiaries in Mexico.

- On March 21, 2025, GAP completed the refinancing of the credit facility that matured today with Banco Nacional de México, S.A., (“Citibanamex”) for USD$40.0 million, extending the maturity by 6 additional months, with the same financial institution. The interest will be payable monthly at a variable rate of SOFR plus 25 basis points, without fees, and principal payment on September 18, 2025.

- On March 31, 2025, MBJ Airports Limited (MBJA), has extended the maturity date to October 4, 2029, of its USD$60.0 million credit line with the Bank of Nova Scotia and the Bank of Nova Scotia Jamaica Limited. The credit line carries a monthly interest rate of SOFR plus 200 basis points and will be repaid in ten equal semi-annual installments of USD$6.0 million each. The credit line extension generated a commission fee of USD$300,000.

The accompanying consolidated financial statements were authorized for issuance in the Company’s annual report on Form 20-F, by the Chief Executive Officer and the Chief Financial Officer of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. on April 23, 2025, hereby updated for subsequent events, to be filed with the United States Securities and Exchange Commission

* * * * * *

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